Ohio Foreign Corporation

To do business in Ohio as an out-of-state (foreign) corporation, you must get an Ohio Certificate of Authority from the Secretary of State. You’ll need to designate an Ohio statutory agent, get a Certificate of Good Standing from your home state, and file a Foreign For-Profit Corporation Application for License ($99).

Got an independent spirit? Use our do-it-yourself guide to Ohio foreign corporation registration to file on your own. However you choose to file, you’ll need an Ohio statutory agent. Hire us to serve as your point of connection in Ohio and start conducting business the Buckeye state.

Steps to Register a Foreign Corporation in Ohio

There are four main steps to registering your foreign corporation in Ohio, a process known as “foreign qualification”:

1.  Check Corporate Name Availability
2.  Designate an Ohio Statutory Agent
3.  Obtain a Certificate of Good Standing
4.  File Ohio Foreign For-Profit Corporation Application for License

1. Check Corporate Name Availability

By law, you cannot operate under a name that already belongs to a business registered with the Ohio Secretary of State. So, if the name you use in your home state is taken in Ohio, you’ll need to choose a different one (and you’ll need to file a Statement of Foreign Corporation to Qualify Under an Assumed Name with your foreign qualification application).  

Check registered business and trade names with the Secretary of State’s Business Name Search database.

Review naming rules using the SOS’s Guide to Name Availability. Even if your name isn’t exactly the same as one already in use, you’ll need to make sure it’s not too similar to a registered name. For example, if another business uses the name “Rabbit & Bunny Emporium,” you can’t use the name “Rabbit and Bunny Emporium.”

2. Designate an Ohio Statutory Agent

Out-of-state businesses operating in Ohio must have a statutory agent (also called a registered agent in other states) that is located within Ohio. The role of a statutory agent is to accept legal documents, including service of process, on your corporation’s behalf.

Having an Ohio statutory agent with a physical address in the state ensures that the Ohio government can always deliver legal documents to you, even if you’re not in the state.

You can always use someone you know in Ohio to act as your statutory agent. However, the most convenient and dependable for foreign businesses is to hire a statutory agent service. We’ll always be there to receive your documents, and we’ll upload them to your online account immediately after they’re received. You’ll be able to review them at your convenience and stay on top of your business.

4. File Ohio Foreign For-Profit Corporation Application for License

Once know that your name is available (or figure out a different one to use in Ohio) and have your Certificate of Good Standing, you’re ready to file your Ohio Foreign For-Profit Corporation Application for License. 

Here’s the information you need to provide on the form:

• Whether your business needs a permanent or temporary license (valid for 6 months)
• Name of your corporation in its jurisdiction of formation
• Assumed name and attached Statement of Foreign Corporation to Qualify Under an Assumed Name (only required if your name doesn’t comply with Ohio naming laws or isn’t available in Ohio)
• Jurisdiction and date of incorporation
• The mailing address of your principal office (in or outside of Ohio)
• The mailing address of your office in Ohio, if you have one
• A brief summary of your corporate purpose in Ohio
• Name and address of your Ohio statutory agent
• Signature of an authorized officer of the corporation

You must also indicate if you’re filing because:

• You are seeking foreign qualification in order to prosecute or defend a legal action (if this is the case, you may be subject to a $250 fine—see Ohio Rev Code §1703.29 for details)

and if so,

• You began transacting business in Ohio before 2009 without a license. If this is the case, you may need to provide a certificate from the tax commissioner stating that your corporation has paid all the required franchise taxes.

Your application must be notarized.

There’s also a cover letter to the application. On the cover letter, you must provide the contact information (name, address, phone number, and email address) for the individual or business that the SOS will send your Certificate of Authority to after your application is approved.

Filing cost:

The filing fee is $99 for regular processing. However, you can pay extra for expedited service, beginning with an additional $100 for 2-day processing.

Filing methods:

Online:

Ohio Business Filings

By Mail:

For regular processing:
Secretary of State
P.O. Box 670
Columbus, OH 43216

For 2-day expedited processing:
P.O. Box 1390
Columbus, OH 43216

In-Person:

Client Service Center
22 North 4th Street
Columbus, OH 43215

Ohio Foreign Registration FAQs

How much does corporate foreign qualification cost in Ohio?

The cost to file a Foreign For-Profit Corporation Application for License is $99. However, if you want expedited processing, you’ll pay more. 2-day processing costs an extra $100.

How long does it take to get a Certificate of Authority?

With regular processing, it takes the SOS about 7 business days from the date your application is received to issue your certificate.

Do I need a Certificate of Good Standing from my home jurisdiction?

Yes. You’ll need to obtain a Certificate of Good Standing and attach it to your application. Your certificate must issued no earlier than 90 days before your application is submitted.

Will I need to file an annual report in Ohio?

No. Foreign corporations aren’t required to file annual reports in Ohio.

How do I know if I need to register to do business in Ohio?

Foreign corporations must have a Certificate of Authority to conduct business in Ohio, but what does it mean to “conduct business”? Ohio law defines what doesn’t constitute transacting business in the state (Ohio Rev Code § 1706.512). For instance, owning property or holding a business meeting in Ohio doesn’t count as transacting business.

In general, the following actions are considered doing business:

• Opening and operating an office, warehouse, or store  
• Hiring employees who work in Ohio  
• Taking a contract in Ohio  
• Making out-of-state sales that will require you to pay taxes in Ohio  

Will I have to pay taxes in Ohio?

Your business must pay state taxes if you exceed certain earning thresholds:

• You’ll need to pay Ohio’s Out-of-State Sellers tax if your business earns $100,000 or more in gross receipts or conducts 200 or more separate transactions online in Ohio over the calendar year.  
• You must pay the Commercial Activity Tax if your corporation makes $1 million or more in gross receipts during the calendar year.  

Ready to start doing business in Ohio? Register your foreign LLC today. Get Started!