Q: I moved to Ohio. How do I transfer my LLC over to Ohio?
Thank you to a customer from Ohio for that great question! There are a few ways to move an existing LLC to Ohio, including foreign registration and domestication. We’ll walk you through the steps you need to take to start doing business in the Buckeye State.
How can I transfer my LLC to Ohio?
If you want to move your LLC to Ohio, you have a few options, which include:
• Dissolution/formation. One option is to dissolve your original LLC and form a new LLC in Ohio. You would essentially be starting from scratch and would need a new EIN and operating agreement.
• Foreign registration. If you want to continue doing business in your LLC’s original jurisdiction as well as in Ohio, you could register as a foreign LLC in Ohio. Your LLC would remain domestic in its original state/jurisdiction but could also do business in Ohio.
• Domestication. Domestication is the process of converting a foreign (out-of-state) business into a domestic entity in a new state. In Ohio, domestication is called conversion, and it’s often the most efficient, cost-effective way to move an LLC to Ohio.
How does Ohio LLC domestication work?
Domesticating your LLC in Ohio involves the following steps:
Research the laws of your home state
Ohio law only allows LLC domestication if the LLC’s home state/jurisdiction also allows domestication. So make sure the state where your LLC was formed allows for domestication before you start the process.
Hire an Ohio Registered Agent
According to OH Rev. Code § 1706.09, every Ohio LLC must maintain an Ohio registered agent (also called an “agent for service of process” or “statutory agent”). Your registered agent must have a physical address in Ohio where they can accept service of process on behalf of your business during normal business hours. You could be your own registered agent, appoint a friend or employee, or hire a registered agent service.
Create an Ohio Declaration of Conversion
Before you can file paperwork with the Ohio Secretary of State, you need to draft an internal document called a Declaration of Conversion. This declaration is simply a written document stating your LLC’s plan to become a domestic entity in Ohio. This document must be signed by all members. You don’t need to file the Declaration with the state, but you should keep it with your records and be able to show it upon request.
Complete the Ohio Certificate of Conversion and Articles of Organization
In order to domesticate your LLC in Ohio, you must complete a form called the Certificate of Conversion and submit it to the Ohio Secretary of State’s office. Here’s the information you’ll need to include in the Certificate of Conversion:
• Original LLC name
• Home jurisdiction
• Converting entity type (foreign LLC)
• LLC name in Ohio
• Converted entity type (domestic LLC)
• Effective date (If you want the filing to go into effect at a later date, put that here. Otherwise, leave blank.)
• Name and address of person who can provide Declaration of Conversion if asked
• Signature of authorized representative
With your Certificate of Conversion, you need to include:
• Cover letter with contact information
• Ohio Articles of Organization
• $99 filing fee ($199 for expedited 2-day filing)
Submit your Ohio Certificate of Conversion
You can submit your Ohio Certificate of Conversion online, by mail, or in person. Before filing in person, schedule an appointment with the Client Service Center.
Online: Ohio Secretary of State
By mail:
Regular Filing
Secretary of State
P.O. Box 1329
Columbus, OH 43216
Expedited Filing
P.O. Box 1390
Columbus, OH 43216
In person:
Client Service Center
22 North Fourth Street
Columbus, Ohio 43215
Receive your approval certificate
The Secretary of State’s office will mail you an approval certificate once your filing has been approved. You can also opt to receive an email notification when your filing is approved by checking the box on the filing cover letter.
Dissolve your LLC in its home jurisdiction
Once you’ve completed the domestication process in Ohio, you need to dissolve your business in its home state/jurisdiction. Each state has its own dissolution process, but typically this involves filing Articles of Dissolution and paying a filing fee.