Ohio Foreign Qualification

Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!

But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.

It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.

For example, if your LLC is registered in Washington and you are looking to open a second location in Ohio, you may need to complete a foreign qualification in Ohio before you can expand there.

Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.

What happens if I fail to foreign qualify before doing business in Ohio?

Foreign qualifying is essentially asking permission to do business in the state of Ohio. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in Ohio yields consequences that are far costlier than registering in the first place.

If you fail to foreign qualify, your business will no longer be allowed to maintain a lawsuit in Ohio courts and you will have the Secretary of State appointed as your statutory agent.

However, transacting business without registering will not cancel or invalidate your existing contracts, nor will it prevent your LLC from defending a lawsuit in the state. Still, given the potential penalties, it’s best to foreign qualify as soon as you begin doing business in Ohio.

What is considered “doing business” in Ohio?

We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in Ohio? The state’s Revised Code is fairly vague on the topic, which can lead to some confusion. Fortunately, we know from other state and tax laws that you are considered to be “doing business” in most states and required to foreign qualify if:

  • Your LLC has stores, offices, warehouses, distribution centers, or other physical presences in the state
  • Salespeople, agents, or other representatives are doing business on behalf of your LLC in the state

And you can’t forget about LLC taxes. Most businesses operating in Ohio, including LLCs, are subject to a Commercial Activity Tax. Foreign qualification informs the state that your company will be paying taxes like this. If you aren’t registered, they can’t tax you. While this sounds tempting at first, it will likely lead to more severe penalties down the road. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.

If you’re unsure whether or not you need to file for a foreign qualification in Ohio, we suggest seeking legal counsel.

Could I be exempt from foreign qualifying in Ohio?

The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in Ohio. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:

  • Maintaining or settling actions or proceedings in Ohio courts
  • Activities solely concerned with internal affairs, like meetings of managers or members
  • Maintaining in-state bank accounts
  • Having offices for the transfer, exchange, registration, etc. of the LLC’s own securities
  • Selling products or services through independent contractors
  • Soliciting or obtaining orders that are accepted outside the state before becoming contracts
  • Creating or acquiring indebtedness
  • Collecting debts
  • Transacting business in interstate commerce
  • A single, isolated transaction, completed within 30 days, that doesn’t fall in line with a series of similar activities

See your only Ohio business activities listed here? If so, you’re likely exempt from foreign qualifying. Even so, it’s a good idea to scan the more detailed list found in the Ohio Revised Code Section 1776.88, and talk to an attorney if you have any questions.

How to Foreign Qualify Your LLC in Ohio

Foreign qualification in Ohio is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Ohio, your ticket to doing business in the state is Form 533b: Registration of a Foreign LLC Company. There are two ways to submit this form: online and by mail.

You may be itching to start doing business in Ohio (or maybe you already have). If expediency is your goal, filing online is the fastest route. Just follow these steps:

  • On the Ohio Business Central portal, select “Submit a Business Filing” and log in or create an account
  • Select the appropriate form and follow the directions to complete it

But sometimes you can’t beat the feeling of a nice paper form. To submit via postal mail, click the link to download a PDF version of Form 533b on the Filing Forms & Fee Schedule page. This form must be typed and printed single-sided; the Secretary of State’s office won’t accept handwritten or double-sided forms. When you’ve finished the form, you can mail it off to:

Office of Ohio Secretary of State

P.O. Box 670

Columbus, OH 43216

There are three expedited service options: 2-Day for $100, 1-Day for $200, and 4-Hour for $300. Expedited forms are mailed to a different address: P.O. Box 1390 Columbus, OH 43216. Otherwise, normal processing for mailed documents is 4-5 business days.

Foreign qualification will cost you $99, and you can pay via check or card. When filing online, you’ll be prompted to enter your credit or debit card information. For mailed forms, include a check made out to “Ohio Secretary of State,” or a “Credit Card Authorization Form.”

After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification and you’re embarking on another chapter in the life of your business.

Name Requirements to Remember

Like other states, Ohio has a set of rules for your business name. In all the excitement of extending your LLC to a new state, check to confirm that your name is compliant. Your LLC name must:

  • Use one of the following terms: “limited liability company,” “LLC,” “L.L.C.,” “limited,” “ltd.,” or “ltd”
  • Not imply that your company is affiliated with a governmental agency
  • Not use profanity or slurs
  • Be distinguishable from all other business entity registered and reserved names on file with the Ohio Secretary of State (perform an Ohio LLC name search to make sure the name you want is available)

You can also reserve your Ohio business name if you’re not quite ready to foreign qualify your LLC. See here for additional information on name distinguishability and requirements.

Should I hire a service to file my Ohio foreign LLC?

Considering all the work that goes into expanding your business to a new state, you’ve likely got a lot on your plate. Rather than trying to juggle everything yourself, you can bring on an individual or company to help you secure your LLC’s Ohio foreign qualification.

For example, business attorneys understand all the legal nuances involved, providing peace of mind that the job will get done correctly. But if you go this route, be sure you have the budget for it. Lawyer fees for Ohio foreign LLC qualifications can be a prohibitively expensive option for businesses operating on tight budgets.

If you’re operating on a limited budget, but still want to have your Ohio foreign LLC professionally registered, go with an online business service provider. There are plenty of reputable companies that can help you out with Ohio foreign qualifications, but here are a couple of our favorites:

  • MyCompanyWorks ($99): MyCompanyWorks is one of the only service providers offering foreign qualifications for less than $100. This company receives excellent customer reviews and has a great track record of success, making it a smart choice for a wide range of entrepreneurs.
  • IncFile ($149): IncFile offers a free LLC formation service that we have always appreciated, and its pricing for foreign qualifications is a reasonable $149. IncFile has the best customer feedback reputation in the industry, with tens of thousands of positive reviews available online.
  • Northwest Registered Agent ($225): Northwest is more of a premium service, with the best customer support in the industry, in our opinion. They also include a year of their namesake registered agent service with every foreign qualification. There’s a reason Northwest is our #1 pick among the best registered agent services!

Frequently Asked Questions

When Is the Best Time to Foreign Qualify an LLC?

We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a state where you don’t have permission to do so.

How Long Does It Take Ohio to Process a Foreign Qualification?

You’ll typically need to wait roughly 4-5 business days after the date of receipt for Ohio to process your application. Online filings are typically much quicker — just a day or two at most.

Where Can I Learn More About the Ohio LLC Licensing and Permitting Requirements?

Chances are, you’ll require at least one license or permit to operate your LLC in compliance with Ohio state law. For more information about business licenses and more in this state, check out Ohio’s convenient Licenses and Permits webpage.

Do I Need to File an Annual Report for My Foreign LLC in Ohio?

No. Whether you operate a domestic or foreign LLC in this state, you are not required to file an Ohio LLC Annual Report.

What Is the Total Expected Cost of Operating an LLC in Ohio?

The overall costs of operating an Ohio LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.

Should I Use an LLC Service, Hire an Attorney, or Foreign Qualify My Own LLC?

The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.

Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.

How Do Online LLC Services Work?

Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your Ohio statutory agent.

The service then files your Registration of a Foreign LLC with the state to qualify your LLC to do business in Ohio.

Are LLC Service Websites Legit?

Absolutely. There are quite a few reputable companies offering LLC formation service and foreign qualifications these days, including the two options we discussed earlier: MyCompanyWorks and IncFile.

In fact, while we certainly have our opinions about which ones offer the best pricing and features, every one of the incorporation services we discuss on this website is entirely legitimate and trustworthy.

Need to save time?

Let’s face it, there’s never enough time in the day, especially when you’re running a company. And properly registering your LLC in Ohio involves research and time, time that you could be using to continue growing your business.

If the thought of paperwork, fees and state correspondence makes your head spin, consider using a service like Northwest Registered Agent to foreign qualify your business. Services like Northwest ensure that your forms are filed correctly and on time, potentially saving you thousands of dollars in penalties, not to mention a bunch of time and stress.

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