How to Move an LLC to Ohio

There are many reasons why a business owner may want to move an LLC to Ohio. This article discusses the use of conversion, known in some states as LLC domestication, to transfer an LLC to Ohio.

What is Ohio LLC Conversion?

Ohio conversion is a legal procedure that can change a business entity’s state of formation or its entity type.¹

• An entity’s state of formation—also called its domicile—is the business’s official home state. An LLC is formed under and primarily governed by the laws of its domicile state.
• A business’s entity type is the legal structure or form in which the business is set up. The main entity types that Ohio law authorizes for businesses are corporations, limited liability companies (LLCs), partnerships, and limited liability partnerships (LLPs).

An Ohio conversion changes either or both features. For example, an Ohio LLC can use the conversion process to legally move to another state or to become a corporation or LP.² Conversions in some states change an LLC’s entity type only—not its state of formation. Those states often have a separate procedure—called a domestication—that transfers an LLC to a new state. Ohio has one conversion process that can realize either goal.

This article focuses on Ohio LLC conversions that change an LLC organized in another state—called an out-of-state LLC or foreign LLC—into an Ohio LLC.

Why Transfer an LLC to Ohio?

An Ohio LLC conversion can have practical benefits and legal benefits. The advantages for a particular business depend on the owners’ situation and the business’s current state. These are some of the more common reasons for transferring an LLC to Ohio:

• Transfer the business to the owner’s new home state. It is often more convenient for an LLC owner who relocates to Ohio if the business and owner have the same home state. A business owner who moves from New Jersey to Ohio, for example, may have access to more in-state resources if the business is an Ohio LLC.
• Reduce filing requirements. LLCs in most states must file annual reports and pay the associated filing fees. An LLC that does business in more than one state may have to file multiple annual reports. Ohio does not require annual reports or filing fees from LLCs. An out-of-state LLC may reduce or eliminate its annual reporting requirements by converting to Ohio.
• Decrease the business’s taxes. An LLC’s obligation to pay taxes to a state depends on whether there is a strong enough connection—or nexus—between the business and the state. An LLC owner who moves to Ohio may end the LLC’s connection with the original state by converting it into an Ohio LLC. If there is no longer a taxable nexus, the business will no longer owe taxes in the original state.
• Better business law. A business may benefit from an Ohio LLC conversion if Ohio law is better suited to the owners’ business strategy. Ohio adopted a new LLC law in 2021 that allows operating agreements that are more customized to the company’s situation and goals.³ The increased flexibility gives the members more options in how they define the management arrangement and the parties’ legal relationships.
• Access to local professionals. Most businesses need to hire lawyers, accountants, and other professionals from time to time. A business owner who lives in Ohio can more easily find local professionals with experience in Ohio law. An Ohio LLC conversion may help the owner establish durable business relationships with local professionals.

What are the Benefits of Ohio LLC Conversion?

Ohio’s LLC conversion process lets an owner move an out-of-state LLC to Ohio with relatively little disruption to business operations. There are other methods of changing an LLC’s domicile, but they typically involve more costs and administrative hassle. These are some of the advantages of the Ohio LLC conversion process.

• The LLC retains its identity and Employer Identification Number. The LLC remains the same company during and after the conversion.⁴ It can keep its Employer Identification Number (EIN) and has the same history as a taxpayer.
• There is no need to transfer assets or change bank accounts. The LLC is still the same company, so it does not need to transfer assets or sign deeds to convey real estate.⁵ Bank accounts and other financial accounts are not affected by the conversion.
• Contracts are still effective. Contracts in place before conversion remain valid and effective after the conversion. There is no need to negotiate new agreements, and the company can continue its business relationships.⁶
• The LLC can carry on its day-to-day business. Conversion is a legal procedure that does not require the LLC to disrupt its operations or employment relationships. The company’s offices can stay open and employees can continue working. Employees of the out-of-state LLC are still employed by the Ohio LLC after conversion.
• There is no need for winding up or dissolution in the current state. There are other methods for transferring a business to a new state when conversion is not possible. One approach is to dissolve the business in its current state and reform in the new state. Dissolution is a burdensome, costly process. An LLC that converts to Ohio avoids dissolving in its current state—which reduces the expense and time necessary to move the business.⁷

What LLCs can Convert to Ohio LLCs?

An out-of-state LLC can convert to an Ohio LLC only if the company’s current state allows LLC conversions.⁸ In other words, the original state must have a statutory procedure that lets an LLC formed in that state change its domicile to a new state. The current state may call the procedure domestication.

Before starting an Ohio conversion, the out-of-state LLC should also be sure that Ohio LLCs can engage in the company’s field of business. Ohio’s LLC law gives LLCs wide latitude to “carry on any lawful activity.”⁹ Some states’ LLC laws disallow certain activities—such as banking, insurance, or professional services.

Professional services are services that can only be performed with a license or equivalent authority from a regulating body.¹⁰ Ohio LLCs can provide professional services if the members hold all necessary licenses.¹¹ Before starting an Ohio conversion, an out-of-state LLC that offers professional services should first verify that the members and the company satisfy all requirements to offer the professional services in Ohio.

How Much Does Ohio LLC Conversion Cost?

An out-of-state LLC planning a conversion to Ohio should budget for service-provider costs, filing fees, and (if needed) statutory agent fees.

Service-provider costs

A service provider that an out-of-state LLC hires to manage or assist with a conversion to Ohio will charge for its work. Labor costs vary by provider, and amounts may depend on the complexity of the LLC’s conversion strategy. Providers may offer a flat rate or bill by the hour. Necessary tasks typically include information gathering and analysis; document preparation; communications with the LLC and the state agencies; review of final documents; and filing with state agencies.

Filing fees

The Ohio Secretary of State and the current state’s equivalent office will charge the LLC filing fees for the conversion documents. Ohio’s filing fee to convert an out-of-state LLC to Ohio is $99.00—which covers both the Certificate of Conversion and the Articles of Organization. Fees in the current state depend on the state and whether the LLC will continue doing business there as a foreign LLC.¹²

Statutory agent fees

Ohio requires every LLC to list with the secretary of state a statutory agent who is authorized to accept service of process for the company.¹³ The statutory agent may also be called the LLC’s registered agent or designated agent. Ohio law requires statutory agents to consent to the role by signing an Acceptance of Appointment within the LLC’s Articles of Organization.¹⁴

A statutory agent’s name and address are publicly available information. Companies often hire commercial statutory agents—vendors who charge a fee to act as a business’s statutory agent—for stability in legal matters. Hiring a commercial statutory agent also lets an LLC avoid publishing members’ or managers’ addresses. Commercial statutory agents in Ohio typically charge around $100.00 per year.

For more information about the total cost of an LLC domestication or conversion, see How Much Does It Cost to Move an LLC to Another State?

How Long Does Ohio LLC Conversion Take?

The timeframe for an Ohio LLC conversion varies based on how long the parties take to complete each step of the process. The total time needed for the conversion process includes:

• The members’ or managers’ time to provide information to the service provider;
• The service provider’s time to review the information and prepare the conversion documents;
• The members’ or managers’ time to approve the conversion and sign the documents;
• The service provider’s time to file the final conversion documents with state agencies; and
• The state agencies’ time to process the conversion documents.

The Ohio Secretary of State’s office estimates the average processing time for business filings at around 3-7 business days. Expedited 2-day processing is available for an extra $100.00. Businesses that file documents via hand-delivery at the Secretary of State’s physical office can pay $200.00 for 1-day processing or pay $300.00 for same-day processing (if filed before 1:00 p.m.).

What Laws Govern Ohio LLC Conversion?

An out-of-state LLC that converts to Ohio must carry out the process consistent with both states’ law. It is important to be familiar with the requirements in both states. Although the steps are usually similar, the original state may have extra requirements for some steps that Ohio does not have (and vice versa).

Ohio law controls the content of documents filed with the Ohio Secretary of State and determines the conversion’s effective date.¹⁵ The original state’s law controls the content of documents filed there and sets the necessary standard for approving the conversion.¹⁶ The LLC’s written declaration of conversion must contain every item that either state requires.¹⁷ Many states use the name plan of conversion for the equivalent of what Ohio calls a declaration of conversion.

What is the Ohio LLC Conversion Process?

The Ohio LLC conversion process consists of two components: document preparation and administrative tasks.

Document Preparation

An out-of-state LLC that is converting to Ohio must prepare a series of documents that set the terms of the conversion and govern the company after filing. The documents need to be carefully prepared to accurately describe the conversion and to follow the controlling law.

• Plan of Conversion. A Plan of Conversion that is designed to comply with the requirements of both Ohio law and the law of the state that the LLC is moving from.
• Ohio Certificate of Conversion. The Ohio Certificate of Conversion with all information and any related documents needed for filing with the Business Services Office of the Secretary of State.
• Conversion Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, certificate of conversion, or a similar term.¹⁸
• Ohio Articles of Organization. The Ohio Articles of Organization for filing with the Business Services Office of the Secretary of State. The Articles of Organization is filed together with the Certificate of Conversion.
• Ohio Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as an Ohio LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Conversion. A resolution approving the transaction and adopting the Ohio organizational documents as the LLC’s governing documents.

Administrative Tasks

The converting LLC and its members, managers, or other agent must carry out several administrative tasks to officially complete the conversion.

• Conduct preliminary name search. Check the official records of the Ohio Secretary of State to determine whether the LLC’s name is available in Ohio. (If the name is unavailable, a slight name change may be required to complete the conversion.)
• Obtain signatures on the Certificate of Conversion. The Certificate of Conversion must be signed by the required parties. The Secretary of State’s Business Services Office allows the Certificate of Conversion to be e-signed.
• Obtain signatures on the Articles of Organization. The Articles of Organization must be signed by the required parties. The Secretary of State’s Business Services Office allows the Articles of Organization to be e-signed.
• File the Certificate of Conversion. File the Certificate of Conversion with the Secretary of State’s Business Services Office. The Business Services Office allows the Articles of Organization to be e-filed.
• File the Articles of Organization. File the Articles of Organization with the Secretary of State’s Business Services Office. The Business Services Office allows the Certificate of Conversion to be e-filed.
• File conversion documents with prior state. File the conversion documents with the Secretary of State or equivalent agency for the state that the LLC is moving from.

What is the Legal Effect of Ohio LLC Conversion?

The Ohio LLC conversion process lets an out-of-state LLC change its domicile to Ohio with minimal disruption. Day-to-day operations can continue throughout the process. The LLC continues to be the same entity with the same EIN and taxpayer history. It’s the same company with the same formation date—except governed by Ohio law after the conversion.¹⁹

The legal effects of conversion listed in Ohio’s conversion statute emphasize the process’s minimal legal impact beyond the change in law.

• Company property. The Ohio LLC continues to own all the same property as before the conversion.²⁰ Conversion is not treated as a transfer of assets, so there is no need to create deeds, transfer instruments, or assets assignments.²¹
• Company debts. After the conversion, the Ohio LLC owes all the same debts, obligations, and other liabilities that the out-of-state LLC owed before the conversion.²²
• Contracts. The business’s contracts remain valid and effective throughout the conversion. The company has the same contractual rights and obligations.²³
• Legal proceedings. Any legal cases or similar proceedings involving the company continue as though conversion had not occurred.²⁴ If the conversion results in a name change, the company simply substitutes the Ohio LLC’s new name.
• Ownership interests. Members’ interests in the out-of-state LLC become interests in the Ohio LLC in the same percentages. The members can opt for a different treatment in the declaration of conversion.²⁵
• No dissolution. Conversion is not considered a dissolution of the company. It does not have to wind up affairs, pay off liabilities, or distribute assets.²⁶

1. See Ohio. Rev. Code §§ 1706.72(A); 1701.782; 1776.72; 1782.438 (conversion of LLCs, corporations, partnerships, and limited partnerships).
2. Ohio. Rev. Code § 1706.72(A).
3. See Ohio Rev. Law § 1706.08.
4. Ohio Rev. Code § 1706.723(A)(8).
5. Ohio Rev. Code § 1706.723(A)(7).
6. Ohio Rev. Code § 1706.723(A)(4).
7. Ohio Rev. Code § 1706.723(A)(6).
8. Ohio. Rev. Code § 1706.72(A).
9. Ohio Rev. Code §1706.05(A).
10. Ohio Rev. Code § 1785.01.
11. Ohio Rev. Code § 1785.09.
12. Ohio charges a $99.00 filing fee for Ohio LLCs that are converting to another state. There is also a $99.00 fee to register as a foreign LLC if the converting company will continue doing business in Ohio after the conversion.
13. Ohio Rev. Code § 1706.09.
14. Ohio Rev. Code § 1706.16(A)(2).
15. Ohio Rev. Code § 1706.722(B).
16. Ohio Rev. Code § 1706.721(A).
17. See Ohio Rev. Code § 1706.72(B).
18. Fourteen states use the term articles of domestication to refer to the document that must be filed with the state to approve the domestication: Iowa, Massachusetts, Minnesota, Nebraska, New Hampshire, New Jersey, North Dakota, South Dakota, Utah, Vermont, Virginia, Wisconsin, Wyoming, and Indiana. The corresponding document may be called a statement of domestication (Alaska, Arizona, Connecticut, Idaho, Illinois, Mississippi, and Pennsylvania); articles of conversion (Florida, Nevada, North Carolina, Oregon, and Washington) or certificate of conversion (California, Delaware, Georgia, Michigan, Ohio, and Texas). It may also be called a statement of conversion (Colorado, Maine), certificate of domestication (Kansas), request for conversion (Louisiana), or statement/plan of domestication (District of Columbia).
19. Ohio Rev. Code § 1706.723(A)(8)-(9).
20. Ohio Rev. Code § 1706.723(A)(1).
21. Ohio Rev. Code § 1706.723(A)(7).
22. Ohio Rev. Code § 1706.723(A)(2).
23. Ohio Rev. Code § 1706.723(A)(4).
24. Ohio Rev. Code § 1706.723(A)(3).
25. Ohio Rev. Code § 1706.72(B)(3).
26. Ohio Rev. Code § 1706.723(A)(6).