1. Why Apply for a Certificate of Authority?
2. What Do I Need to Know Before Applying for an Ohio Certificate of Authority?
3. What Are the Fees and Filing Times?
4. What is the Contact Info for the Ohio Secretary of State?

An Ohio Certificate of Authority allows the company to register as a foreign entity, which means they will not need to incorporate as a new entity. Ohio requires businesses to register with the Ohio Secretary of State prior to conducting business within the state. If a company is incorporated in a different state, they will typically need to apply for a Certificate of Authority with the state of Ohio.

In other words, if a corporation that is based in a different state wishes to conduct business within Ohio, they will need a Certificate of Authority to legally do so. If a corporation operates without a Certificate of Authority, penalties or fines may be incurred. To obtain a Certificate, you'll need to file paperwork with the Corporations Division of the Ohio Secretary of State. Once you've submitted your forms and the office has processed them, you'll receive a filed and returned Certificate of Authority.

It's important not to confuse a foreign (to Ohio) corporation with an out-of-country corporation. A foreign corporation is any corporation that was not initially created within the State of Ohio. Similarly, if you operate an LLC that was initially formed outside of Ohio, you'll need to register the LLC as a foreign LLC to conduct business in Ohio. In the same manner as a corporation, you'll receive a Certificate of Authority from the Ohio Secretary of State.

Why Apply for a Certificate of Authority?

As a business owner, you may need to present the Certificate of Authority to other agencies, such as licensing agencies, vendors, and banks. There are a few other common reasons why a business might apply for a Certificate of Authority, including:

  • Bank or vendor requirements.
  • Licensing requirements.
  • Establishing a physical location or office in Ohio.
  • Starting a contract or work in Ohio.
  • Hiring a new employee who lives in Ohio.

What Do I Need to Know Before Applying for an Ohio Certificate of Authority?

In order to receive an Ohio Certificate of Authority, you'll need to submit an application, with which you may also need to include certificates, like a Certificate of Good Standing, or certified copies from your home state. You must appoint a registered agent to ensure your filing will be approved. Any document with a minor error may be rejected, so make sure to read and follow the application instructions carefully.

Whether you are applying as an LLC, corporation, or nonprofit corporation, you'll also need to submit a certificate of good standing dated within 90 days. This certificate need not be the original document; a copy will suffice.

You may wish to fill out and submit an application for an Ohio Certificate of Authority yourself. However, you are required to list a registered agent with a physical address in Ohio. P.O. Boxes are not valid for this purpose. In many cases, businesses do not yet have a physical address or location within the new state's borders, so a registered agent is listed as an in-state contact. The agent will receive government notices and services of process on behalf of the business.

What Are the Fees and Filing Times?

Processing times and fees depend on which foreign entity is applying. In addition, the application processing time may vary. Generally, it takes two to three days to process an application, regardless of whether the entity is an LLC, corporation, or nonprofit corporation. The different forms that may be required, as well as their associated fees, are listed below.

  • Form: 530A: Foreign For-Profit Corporation Application for Licensure.
    Filing Fee: $99.
    Authorizing Agency: Ohio Secretary of State.
  • Form 530B: Foreign Nonprofit Corporation Application for Licensure.
    Filing Fee: $99.
    Authorizing Agency: Ohio Secretary of State.
  • Form 531B: Certificate of Foreign LP.
    Filing Fee: $99.
    Authorizing Agency: Ohio Secretary of State.
  • Form: 533B: Registration of a Foreign LLC.
    Filing Fee: $99.
    Authorizing Agency: Ohio Secretary of State.
  • Form 537: Statement of Foreign Qualification.
    Filing Fee: $99.
    Authorizing Agency: Ohio Secretary of State.

What is the Contact Info for the Ohio Secretary of State?

To contact the Ohio Secretary of State, you may use the following contact information:

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