Ohio Foreign Registration › Delaware LLCs

Registering a Delaware-formed LLC in Ohio

A Delaware LLC pays Ohio $99 one time, while Delaware's $400 tax keeps coming every year, so the first year across both states is $499 and later years cost only the Delaware tax. Ohio asks for no Delaware certificate, so the $50 Delaware good standing fee never enters this filing.

Delaware and Ohio side by side

Item	Delaware	Ohio
Recurring charge	$400 tax each year	No annual report or yearly fee
Due date	June 1	None
Late charge	$200 penalty and interest	Nothing due
Home certificate	Available for $50	Not asked for
Original filing	Already formed	$99 registration
Agent	A Delaware registered agent	A statutory agent in Ohio

Why Delaware companies come to Ohio

A Delaware LLC can open a plant, a store or a team in Ohio. Delaware law keeps governing the LLC's internal affairs, and Ohio takes over the question of the right to do business in Ohio. The Ohio registration does not move the company. It adds Ohio as a second state where the company is on record.

The name

Delaware LLC names normally end in LLC or limited liability company, which fits Ohio's naming rule. Ohio also wants the name to stand apart on its own records from other LLCs, corporations and registered trade names. If another entity already holds a close name in Ohio, the Delaware LLC can adopt an assumed name that complies and register under it, and it then uses that name in Ohio.

Filling in Form 617 for a Delaware LLC

The jurisdiction of formation is Delaware. The name is the one on the Delaware formation record. The agent block names an Ohio statutory agent, since a Delaware registered agent does not serve here. An authorized person signs. That is the whole of the registration, apart from an email address on the cover sheet.

Delaware tax comes first, every year

Delaware charges $400 a year, payable by June 1, and a late payment also draws a $200 penalty. Delaware bills any LLC that held active status at some point during the tax year, with no proration. Registering in Ohio changes none of that. A Delaware LLC working in Ohio pays Delaware every year and Ohio once.

Year-one budget for a Delaware LLC working in Ohio

Charge	Paid to	Amount
Registration	Ohio	$99
Annual LLC tax	Delaware	$400
Home certificate	Not needed	No charge
Total in year one	Both states	$499

From year two the Ohio side is empty unless the agent or a statement changes, and Delaware's tax is still due June 1.

Two agents, two states

The Delaware registered agent and the Ohio statutory agent are separate roles. Delaware insists that its registered agent keep a street address inside Delaware. Ohio requires a statutory agent with its own Ohio address, and a lapse there cancels the Ohio registration after notice and 30 days. Keep both current.

If the Delaware LLC stops paying its tax

Delaware says a foreign LLC that does not pay its tax ceases to be registered there, and it can be restored on payment of the tax, penalties and interest. That is a Delaware status question. Ohio's registration does not depend on it, but a lapse at home is worth fixing before you rely on the company in a contract.

Delaware series LLCs

Delaware allows series LLCs, and Ohio has a place for them. A Delaware LLC that provides for series states that on the Ohio filing and says whether each series' debts are enforceable against that series only. A Delaware LLC without series leaves that part blank.

Moving the company

Some owners think of re-domesticating a Delaware LLC to Ohio so that only one state's rules apply. That is a corporate conversion with its own paperwork, and a lawyer licensed in Ohio or Delaware advises on it. If you keep the Delaware LLC, register in Ohio as a foreign LLC.

Registering a Delaware LLC in Ohio

Confirm the Delaware name
Copy it exactly from the Delaware formation record.
Choose an Ohio statutory agent
Someone with a real office or home address in Ohio.
Get the signature
The agent signs the acceptance printed on the form.
Type Form 617
Name, Delaware as the jurisdiction, the agent, the signer and an email address.
Pay and file
File with the $99 fee online or by mail.
Pay Delaware as usual
The Delaware tax stays due June 1 each year.

Questions from Delaware owners

Is a Delaware certificate required by Ohio?

No. Ohio asks an LLC for none.

Can my Delaware agent serve in Ohio?

Only if it keeps an Ohio address and is authorized to work in Ohio.

Does Ohio charge a yearly fee?

No. Delaware does, and Ohio does not.

Does Ohio need to see my Delaware formation documents?

Form 617 does not ask for them. It asks for the name and the Delaware jurisdiction.

Our fee and Ohio's

Register in Ohio

Form 617 typed from what you tell us
The statutory agent paperwork finished, whether the agent is ours or yours
The name checked against Ohio's naming rule before the form goes in
The approved registration handed back to you
Renewal: after the first year, the agent service renews at $149 a year

Ohio

$199

+ $99 Ohio fee

Ohio's fee is $99. It is listed apart from our own. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

Ready to register in Ohio?

Order now and the form is typed from your answers.