How to register a foreign LLC in Ohio, from the first question to the approved record

In Ohio's statutes a foreign LLC is any limited liability company organized in another state or in another country. A Delaware LLC is foreign in Ohio. So is an LLC from Kentucky, Texas or Ontario. The word has nothing to do with where the owners live. It describes where the company was formed, and it is the reason the company must be admitted before it does business here.

Ohio's word for the admission is registration. That differs from the corporation chapter, where a foreign corporation gets a license. The two routes use different forms and different rules, and the corporation page covers the second.

Ohio requires an LLC's name to carry the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". It also must stand apart on the state's records from the names of other LLCs, corporations, partnerships, limited partnerships and registered trade names, unless the other holder consents in writing.

A home name that falls short is not a dead end. The statute lets the company adopt an assumed name that complies and register under it, and no separate name registration is needed for that assumed name. The one trap is a later name change at home to a non-complying name: from then on the company may not transact business in Ohio until it files a certificate of correction. If the right name is taken by someone else, the statute also allows a reservation of an assumed name for a foreign LLC, which holds the name for 180 days.

Section 1706.511 sets out the contents in 5 short points. The registration states the company's name and, if that name does not meet Ohio's naming rule, the assumed name it adopted. It states the jurisdiction of formation. It names the statutory agent, gives the agent's street address in Ohio and attaches the agent's signed acceptance. It confirms the company is foreign. And, where the company has series, it carries the series statements. Nothing else is required. Ohio does not list members, managers, a purpose or a principal office in the registration.

Form 617 is short. Have these ready: the LLC's exact name as it stands in the home state; the home state or country; an assumed name if one is needed; the agent's name and Ohio street address; the name of at least one person authorized to sign; and an email address for the returned documents, which the cover sheet requires. A company that provides for series adds the statements the statute lists about series liability.

At least one person authorized by the company must sign, and a typed name counts as a signature. An entity signer prints its name in the signature box and an authorized representative signs beside it. The form also allows an optional effective date and time as much as 90 days after the office receives it, which is useful when an Ohio contract starts on a set day.

Once the registration is approved and effective, the LLC may transact business in Ohio. Its authority lasts until the company cancels it or the Secretary of State cancels it for a statutory agent lapse. Approval also ends the court-access problem described on the penalty page: once registered, a case the LLC started cannot be dismissed only because it was unregistered earlier. Keep the approved record with the company file, since banks, landlords and permit offices ask to see it.

A new agent, a changed agent address or a resignation uses Form 521. A registration statement that has become untrue, such as a corrected name, uses the certificate of correction on Form 612 for $50. Internal changes such as new members or managers need no Ohio filing, because Form 617 never asked for them.

Registration with the Secretary of State is separate from tax registration. The Department of Taxation runs the commercial activity tax, which has its own registration threshold of $6,000,000 in gross receipts, with registration due within 30 days of crossing it. An LLC with employees in Ohio also has to carry workers' compensation cover for one or more workers and may need an unemployment compensation tax account, and all businesses owe an unclaimed funds report every year, even an empty one. Those obligations belong to other agencies, and Form 617 does not cover them.

Keep four things in the company file: the approved registration from Ohio, the agent's signed acceptance, a copy of Form 617 as filed, and a note of the agent's name and address. The first proves the company may do business in Ohio, and the last three are what you need when the agent changes or a correction is due.

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