Foreign qualification with the Secretary of State in Ohio refers to the process by which a business entity that was originally formed in another state seeks permission to conduct business in Ohio. This legal requirement ensures compliance with Ohio's regulations and allows the business to operate and transact within the state.
There are 2 different ways to foreign qualify in Ohio depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Ohio or use Mosey to do it.
Ohio Foreign Qualification for LLC
Foreign limited liability companies "transacting business" in Ohio must register with the Ohio Secretary of State. Ohio, like most states, provides a list of activities not considered "transacting business."
Establish a Registered Agent
You must continuously maintain a registered agent, also referred to as a statutory agent, in Ohio designated to accept service of process. Your agent can be an individual who resides in Ohio or a domestic or business authorized to "transact business" in Ohio.
Create a Profile on Ohio Business Central
Visit Ohio Business Central to create a profile.
Register Your Limited Liability Company
Log into your Ohio Business Central account to register with the Ohio Secretary of State.
Ohio Foreign Qualification for C Corporation
Foreign corporations "transacting business" in Ohio must register with the Ohio Secretary of State by filing a Foreign For-Profit Corporation Application for License (Form 530A). For foreign corporations, Ohio does not define activities that do or do not constitute "transacting business." However, Ohio does provide a list of activities considered not "transacting business" for foreign limited liability companies. Note: Annual reports are not required in Ohio.
Establish a Statutory Agent
You must have a statutory agent in Ohio designated to accept service of process. Your statutory agent must have an Ohio address. It can be any Ohio resident or a corporation qualified to do business in the state.
Obtain a Certificate of Good Standing
Ohio requires a Certificate of Good Standing (also known as a Certificate of Existence) from your home state issued within 90 days.
Create an Ohio Business Central Account
Create an Ohio Business Central Account to submit online business filings with the Ohio Secretary of State.
File Foreign For-Profit Corporation Application for License Online
Log into your Ohio Business Central account to file your Foreign For-Profit Corporation Application for License (Form 530A) online.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Ohio.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Ohio.