Ohio Foreign Registration › Cost of skipping

What an unregistered foreign LLC owes in Ohio

An LLC formed elsewhere that conducts activities in Ohio without a registration owes the state a sum equal to the registration fee, $99, and cannot maintain a court proceeding in Ohio to collect its debts. There is no daily rate and no fixed fine. A corporation is treated more harshly: it forfeits $250 to $10,000.

What an LLC without a registration faces

Item	What the statute says
Money owed	An amount equal to the registration fee, $99
Before registering	The Secretary of State will not file a registration until that amount is paid
Court access	No court proceeding to collect its debts while unregistered
A pending case	A court may pause it, and it cannot be dismissed for the gap once the LLC registers
Injunction	A court may stop further activity until amounts, interest and costs are paid
Contracts	Remain valid
Defending suits	Allowed
Owners	Not personally liable for company debts merely because of the gap

Registering after a gap costs $198 in all: the amount owed to the state and the registration fee.

How the amount is set

Section 1706.515 says the unregistered LLC is liable for an amount equal to the fee the Secretary of State prescribes for the registration. The statute names a single figure and does not multiply it by the years of activity. It also stops the Secretary of State from filing the registration until the amount is paid. In practice you pay the sum and the registration together.

Who collects

The Attorney General may file suit to collect the amount. If the court finds the LLC conducted activities in violation of the foreign LLC sections, it can enter an injunction against further activity and against the exercise of an LLC's rights and privileges in Ohio until the amounts, interest and costs are settled and the company is in line with the registration rules.

Court access

The sharpest day-to-day effect is that the LLC cannot bring a proceeding in any Ohio court to collect its debts while no effective registration is on file. A court that gets such a case may stay it until it decides whether registration was needed, and if so may stay it further until the registration is effective. Once the LLC registers, the court cannot dismiss the case because of the earlier gap. That makes registration a fix, not just a penalty payment.

What stays valid

The gap does not undo anything. The LLC's acts and contracts stay valid, and it may defend any proceeding brought against it in Ohio. Owners and agents do not answer personally for the company's debts simply because the registration was missing. Nothing in the statute asks for a daily or monthly charge.

The heavier corporate rule

For corporations the rule is chapter 1703, and it carries real money. A corporation that works in Ohio with no license forfeits between $250 and $10,000, recovered by the Attorney General or the prosecuting attorney in common pleas court. The Secretary of State, with the Attorney General's consent, may remit all or part of it for good cause, and so may the court.

To bring a lawsuit on a claim from the unlicensed period, the corporation first pays a forfeiture of $250 and files its papers. A first-time license after unlicensed activity needs the fees on shares plus a 15 percent forfeiture and a certificate from the tax commissioner that taxes for the unlicensed period are paid or secured. A corporation whose license was cancelled pays a reinstatement fee plus the same percentage forfeiture. Contracts with the corporation stay valid, and no officer may transact business for it while the license is missing.

Worked examples

Situation	Amount	How it adds up
LLC registers after a gap	$198	$99 amount owed + $99 registration
Corporation, lowest forfeiture, then licensed	$349	$250 forfeiture + $99 application
Corporation wanting to sue first	$349	$250 forfeiture + $99 application

What a gap leaves intact

It does not make the LLC illegal, void its contracts, or make owners personally liable for its debts. It also does not decide tax questions: the statute's list of non-qualifying activities does not control how other Ohio laws reach the company for service, tax or regulation. Whether past conduct counted as transacting business is a judgment about facts, and a lawyer licensed in Ohio can advise on it. The registration is the same ordinary filing either way, and we file it.

Fixing a gap

File Form 617 in the ordinary way and pay the amount owed. The registration guide lists the steps, and for $199 we type and file the form.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Questions about the payment

Does an LLC that never registered owe a fine?

The statute sets a payment equal to the registration fee, not a separate fine.

Can the LLC still be sued?

Yes. It may defend any proceeding.

Can it sue for an unpaid invoice?

Not until it registers. Once registered, a case it already filed cannot be dismissed only for the gap.

Are the owners personally liable?

Not solely because of the missing registration.

Does a corporation pay more?

Yes. The forfeiture runs from $250 to $10,000.

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

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