A Limited Liability Partnership From Another State Qualifying in Ohio

Chapter 1776 of the Revised Code covers both Ohio LLPs and those formed elsewhere. A foreign LLP is a partnership whose LLP status comes from another jurisdiction's law. ORC 1776.86 requires the statement to be on file prior to any Ohio business, so the paper you file is called a statement of foreign qualification rather than a license.

The partnership's home law keeps governing the relationships among the partners and the partners' liability for partnership obligations, and Ohio cannot reject the statement just because home law differs (ORC 1776.85). A statement of foreign qualification does not let the partnership do anything in Ohio that a partnership may not do here as an LLP. LLP status in Ohio starts on whichever comes later, the filing or a date the statement names, and it lasts until the statement is cancelled or revoked.

The LLP chapter is one of the few places in Ohio law with an actual list. ORC 1776.88(A) says the following do not constitute transacting business for the purpose of the qualification rule:

• Defending, bringing or settling a lawsuit or similar proceeding
• Partners' meetings and other internal matters
• Bank accounts
• A securities-transfer agency for the partnership's own ownership interests, and any trustee or depository holding those securities
• Sales through independent contractors
• Solicited orders that only become binding on acceptance somewhere other than Ohio
• Borrowing or lending, with or without security such as a mortgage
• Debt collection and foreclosure, including keeping and protecting any property taken back
• A lone deal wrapped up within thirty days, unconnected to any string of similar deals
• Interstate commerce

The statute says the activities "include" these, which signals that the list is not exclusive. Whether other Ohio laws can serve, tax or regulate the partnership is a separate matter that the list does not answer.

Property cuts the other way

Many statutes treat owning property as a safe activity. This one does not. ORC 1776.88(B) says that, apart from property excluded under the list, owning Ohio real estate or tangible personal property that generates income counts as transacting business. A partnership that owns a rental building, or equipment that it leases out, in Ohio is therefore within the qualification rule even if it does nothing else here. Anything on the line between the two should go to an Ohio attorney.

The form is Form 537, last revised in October 2024. You can file through Ohio Business Central, or type the form and mail it to the regular-service address in Columbus (P.O. Box 670), enclosing the fee. The fee schedule shows $99, consistent with ORC 111.16. Allow three to seven business days at regular service; the cover sheet's optional faster handling starts at $100 and tops out at $300.

The statement's contents

• The partnership's name, which has to satisfy its home law and finish with an LLP-style ending from the form's list (six variants, running from the short "LLP" to "registered limited liability partnership")
• The jurisdiction of formation
• The street address of the partnership's headquarters (its chief executive office), plus any Ohio office if headquarters is elsewhere
• Without an Ohio office, an agent's name and street address
• An optional deferred effective date
• Evidence of the partnership's existence in the home jurisdiction
• The signature of an authorized representative

A preexisting limited partnership or general partnership already on file in Ohio that is converting to an LLP supplies its registration number so it keeps the same one.

Ohio's wording for this requirement is different from the good standing certificates it asks of corporations. The statute asks for evidence of existence in the jurisdiction of origin, and the form tells filers that a certificate of existence from the state of origin fulfills the requirement. The statute and the form both leave the document's age unrestricted, so check with the Secretary of State if you are working from an older one.

The office that issued the partnership's formation papers also issues the certificate, so request it there. The partnership name in the statement should match the name on the certificate. Mainstay does not order the certificate for you.

Beyond the required ending, ORC 1776.82(B) says the name of a foreign LLP must stand apart on state records from other LLPs, from corporations, LLCs and limited partnerships, and from registered trade names.

An agent only when there is no Ohio office

Ohio treats the agent differently for an LLP than for a corporation. The form wants an agent named solely for a partnership lacking any Ohio office. A partnership without one must name an agent who is an Ohio resident or a business entity with a business address in Ohio, and an entity other than a domestic corporation must meet Ohio's requirements for its type. For business agents the address is the usual place of business: an Ohio site that is regularly open in ordinary business hours, with someone on hand authorized to perform registered agent work. The Secretary of State refuses P.O. boxes, except where a rural route number is included, and addresses at commercial mailbox stores.

An LLP records agent changes on Form 545 (amendment or cancellation of partnership statement, $25), because the Secretary of State's FAQ says Form 521 is not available to LLPs.

Ohio has no annual report, but a foreign LLP authorized in Ohio files a biennial report under ORC 1776.83. The report is due from April 1 through July 1 in each odd-numbered year that comes after the year the partnership became authorized to transact business in Ohio. Its contents are the partnership's name and home jurisdiction, the address of the chief executive office and any Ohio office, and, absent an Ohio office, the agent's name and street address. The filing is Form 520 and the fee is $25.

If the report or the fee is missing, the Secretary of State may revoke the statement, but not before giving written notice at least sixty days ahead, mailed to the chief executive office or sent to the last email address on file. The notice names the missing report and the effective date. A partnership that files and pays before that date avoids the revocation. A revocation affects only LLP status and does not dissolve the partnership, and the partnership has two years from the effective date to apply for reinstatement (Form 525B, $25), which relates back to the revocation date.

Amending and withdrawing

Amendments and cancellations both use Form 545. The fee schedule lists it at $25, though ORC 111.16(N)(3) lists $50 for withdrawing a foreign LLP's registration, so confirm the amount with the Secretary of State before sending a check. Taxes are handled with the Ohio Department of Taxation, separately from this filing.

ORC 1776.87 sets out the effects. The partnership is barred from starting or carrying on an action or proceeding in Ohio until the statement takes effect, if it is doing business here. Its contracts and acts stand, and defending a lawsuit remains allowed. The limit on a partner's personal liability is not waived merely because the partnership transacted business without the statement.

Process on claims growing out of its Ohio business may go to the Secretary of State, the partnership's statutory agent for that purpose, so a plaintiff has an address for service even if the partnership never named one. ORC 1776.89 gives the attorney general an action to restrain a foreign LLP from business in violation of the rule that a qualification does not authorize anything a partnership could not otherwise do. The chapter states no fine and no per-day amount.

Mainstay's checkout takes LLCs and for-profit corporations, so an LLP, or its attorney, files Form 537. What Mainstay sells for an LLP is the Ohio agent, $149 a year with no step-up at renewal. Its Ohio street address goes on the statement and the public record when the partnership needs an agent for service.

Papers delivered to the agent are scanned the day they arrive and added to your account at no fee, and three official mailings a year are scanned without charge too. A partnership that already has an agent on file can move to Mainstay, which files the paperwork and passes through only the state's charge. See the Ohio registered agent page for details. Questions about whether the partnership is doing business in Ohio belong with a lawyer, since Mainstay is not one.