Ohio Limited Liability Partnership — Frequently Asked Questions

How do I form an LLP in Ohio?

You register an existing or intended partnership as an LLP by filing a Registration of a Domestic Limited Liability Partnership (Form 535) with the Ohio Secretary of State, typically through the Ohio Business Central portal. The filing names the partnership, its principal office, and its statutory agent. Once the state accepts it, your partnership carries the LLP liability shield.

Is an LLP the same as an LLC?

No. An LLC is a separate legal entity formed by filing Articles of Organization and owned by members. An LLP is a partnership that registers with the state to add a liability shield; it's owned and run by partners under a partnership agreement. They're taxed similarly by default (both pass-through), but they're different structures with different governance and different formation documents.

Can a single person form an Ohio LLP?

Generally no. A partnership by definition involves two or more people carrying on a business together, so an LLP needs at least two partners. A solo owner who wants a liability shield usually forms a single-member LLC instead. If you have a co-owner and prefer partnership-style governance, the LLP fits.

Do I have to be an Ohio resident to register an LLP here?

No. There's no residency requirement for the partners. The only Ohio-presence requirement is the statutory agent, who must have a physical Ohio street address. A commercial statutory agent service satisfies that without any partner living in Ohio.

What is a statutory agent?

It's Ohio's term for what most states call a registered agent — the person or company your LLP appoints to receive service of process and official notices from the Secretary of State. Every Ohio LLP must appoint and maintain one, with a physical Ohio street address, for as long as the partnership exists.

Can I be my own statutory agent?

Yes, if you're an Ohio resident with a physical Ohio street address and you're available during business hours. The tradeoff is that your address becomes public, and you have to be reliably reachable. Many partnerships use a commercial service to keep a home address private and avoid missing a served lawsuit.

Can I use a P.O. box for the statutory agent?

No. The statutory agent needs a physical Ohio street address where a process server can hand-deliver documents during business hours. A post office box alone doesn't qualify. A physical address is what matters — it can be residential or commercial.

How do I change my statutory agent later?

File a statutory agent change with the Secretary of State, provide the new agent's name, Ohio street address, and signed acceptance, and pay the small state fee. Until the change is processed, the previous agent remains the agent of record.

What does the LLP shield actually protect?

It protects a partner from personal liability for partnership obligations that arise from another partner's negligence, wrongful acts, or misconduct. That's the core difference from a general partnership, where every partner is on the hook for everyone else's mistakes.

What doesn't the shield protect?

It doesn't shield a partner from their own wrongdoing — a partner who commits malpractice is still responsible for it. It also doesn't cancel a personal guarantee; if a partner personally signs for a loan or lease, the shield doesn't undo that. And it doesn't protect the partnership's own assets from the partnership's own debts.

Who runs an Ohio LLP?

The partners do, according to their partnership agreement. There's no board, no officers, and no required corporate formalities. Decision-making, profit splits, and voting all come from the agreement the partners write, with Chapter 1776 supplying defaults where the agreement is silent.

Do I need a written partnership agreement?

Ohio doesn't require you to file one, but you should have one in writing. It defines ownership, money, management, and what happens when a partner leaves. Without it, the statute's default rules govern by law, and those defaults rarely match what the partners intended.

How is an Ohio LLP taxed?

By default it's taxed as a partnership: the business pays no federal income tax, and profits and losses pass through to the partners, who report their shares on their personal returns. The partnership files Form 1065 and issues Schedule K-1s. Partners report Ohio-source income on their Ohio returns, and the partnership may owe Commercial Activity Tax if gross receipts exceed the state threshold. Confirm your specifics with a CPA.

Does Ohio require an annual report for an LLP?

Ohio doesn't require an annual report, but it does require a biennial report to keep your LLP registration active. It's filed with the Secretary of State on a two-year cycle. Skipping it can lead the state to revoke your Statement of Qualification, so it's the main ongoing task to track.

Do I need an EIN?

Almost certainly. A partnership with two or more partners must file a partnership return and needs an EIN from the IRS. You'll also need one to open a business bank account and to hire employees. It's free and issued online in minutes.

How do I dissolve an Ohio LLP?

You wind down the business under your partnership agreement and Chapter 1776 — settling debts, distributing remaining assets to the partners, and closing out tax accounts — and file the appropriate cancellation or dissolution paperwork with the Secretary of State so the state's record reflects that the LLP has ended.

Where does Mainstay Filing fit in?

We prepare and file your LLP registration, serve as your statutory agent, and track your biennial report so your registration stays active. We're a filing service, not a law firm — for legal structuring, custom partnership agreements, and tax planning, you'll want an attorney and a CPA.