Did You Form Your Business Entity Under Delaware or Another State’s Law? Did You Start Your Business Somewhere Else and Move it to Ohio?

Due to variations in tax, insurance and other business-related laws, some limited liability companies choose to form their entity in a state other than Ohio even though primary operations are here. For example, Delaware, historically, has been considered to have business-friendly laws and many entities are formed there even though the business operates primarily or solely in another state.

Similarly, when businesses move operations to Ohio, they typically do not form new entities and simply continue operating as the same business. Does it matter if you are operating a business that is an LLC registered in another state?  YES, it does.

Any non-Ohio LLC conducting business in the State of Ohio must be registered with the State of Ohio. Beginning February 11, 2022, any non-Ohio LLC (aka a Foreign LLC) must register with the State of Ohio or face:

  • Civil monetary penalties; and
  • An injunction prohibiting further activities by the LLC until the LLC has complied with the registration requirement and paid any penalties, interest and court costs that have been imposed.

Avoid the risk, and contact Katie Wahl with Pickrel, Schaeffer and Ebeling at (937) 223-1130 or kwahl@pselaw.com for information on how to register your non-Ohio LLC with the Secretary of State.

AUTHOR: Katrina Wahl