Ohio Registered Agent
Most organizations doing business in the state of Ohio are mandated to assign a registered or statutory agent in a bid to ensure there is a proper channel for the free flow of information and communication between the state and the business entities present in the state.
Individuals who wish to register their businesses in Ohio must include the contact information and acceptance letter of their registered agent. Otherwise, they risk their business application being denied by the Secretary of State’s Office. The purpose of appointing registered agents is to achieve improved efficiency, convenience, and reliability in the communication and transmission of vital and legal documents.
Selecting a registered agent for a corporation or LLC is a critical decision that is capable of delaying the launch of a business if done erratically. Business owners or individuals responsible for appointing a statutory agent for their companies should consider making use of professional registered agents or competent individuals to ensure they are well-represented and avoid issues associated with not having an active registered agent.
Is a Registered Agent Required in Ohio?
Yes. Section 1701.07 – Ohio Revised Code requests all LLCs, corporations, and business entities conducting business in the state to retain an active statutory or registered agent with a valid physical address in the state that can be accessed during regular business hours.
Registered agents facilitate the delivery and tracking of legal mail, service process, and court documents. A statutory agent receives all legal documents regarding a business entity and relays such information to the owner of the business. However, banks, trust companies, insurance companies, and all business entities specified in Ohio law as public utilities for tax allotment purposes are not mandated to employ a statutory agent.
What Is a Registered Agent in Ohio?
A Registered Agent, also dubbed a Statutory Agent in Ohio, is an appointed individual or registered business entity responsible for collecting and remitting legal documents, service of process in court proceedings, and notices on behalf of another business.
These agents also function as the central contact point for sending and receiving mail from the Secretary of State’s Office, such as business notices and tax payment reminders. In summary, a registered agent is a company’s fundamental point of contact for accepting all vital documents, comprising:
- Lawsuit notifications, court summons, subpoenas, and other documents relating to a case or motion filed in court
- Federal and state tax memos
- Salary garnishment notices
- Official state mails
- Corporate filing and renewal information
What Does a Registered Agent Do in Ohio?
The primary role of a registered agent is to be available for the delivery of Service of Process. Process is simply a document that notifies an individual or business( referred to as the defendant ) that a lawsuit has been filed against them. Such documents usually include subpoenas, complaints, or summons. The delivery of such documents to the defendant is called the Service of Process. Service is usually delivered in person to an authorized recipient by a process server or sheriff hence the need for a registered agent with an accessible delivery location.
Another vital function of a registered agent is to serve as the middleman between the Secretary of State, which is the filing office, and the business entity he represents. He receives official documents, notices of negligence, and other transmissions from the filing office and delivers them to the owner of the business. The duties of a registered agent are summarized below:
- Equipping the business entity with a valid physical address for official and legal correspondence
- Being accessible during normal business hours on behalf of the company
- Dispatching mail, tax, or lawsuit notifications to the business
- Filing tax reports at the scheduled period
- Ensuring that the business complies with the relevant rules and statutes that impact its function and survival.
- Accepting and forwarding official documents to the concerned business owner, employee, or shareholder promptly.
- Ensuring a firm’s essential documents are received, processed, and kept properly.
- Preserving the business owner’s privacy.
- Operating as a dependable reference person for a business.
LLC Registered Agent in Ohio
The Ohio Revised Limited Liability Company Act contains the conditions that all limited liability companies (LLCs) formed in the state must adhere to in terms of registered agents.
Per the Act, all limited liability companies in Ohio are required to maintain an active registered agent. The details of the agent must be specified on the LLC’s formation documents which include the Articles of Organization (for domestic LLCs) or Application to Register (for foreign LLCs). The act, however, does not allow LLCs, whether foreign or domestic, to serve as their agent for service of process. They are, however, authorized to appoint either an employee, individual, or another business entity.
According to the Ohio Revised Limited Liability Company Act, a registered agent suitable for representing an LLC must have the following credential:
- Be a resident of Ohio or a firm that has been authorized by the state to do business in Ohio
- Be available and accessible during regular business hours for the delivery of official documents
- Accept the appointment in writing with signature appended.
If an LLC is appointing an individual as its statutory agent, in filing Articles of Organization with the Secretary of State, the person’s full name and Ohio street address must be listed. Nevertheless, LLCs assigning a business entity as agents will only need to provide the business name since the filing office must have been furnished with the firm’s address during registration.
Do I Need a Registered Agent for my LLC in Ohio?
Yes. Ohio State laws mandate all limited liability companies doing business in the state to employ or assign a statutory (registered) agent. The contact information of the registered agent is a prerequisite for filing LLCs with the Secretary of State’s office.
As such, LLC creation filings without a listed registered agent are rejected by the Secretary of State’s Office. State law, however, permits LLCs to choose their registered agents (either a person or company) themselves without supervision or restrictions from the state, provided the agent fits into the stipulated requirements.
The registered agent of any LLC conducting business in Ohio is the point of contact for the company’s service of process, which entails accepting and forwarding legal and official documents and notices to the LLC owners or relevant employees). Thus, business owners are encouraged to carefully select their agents and update their information with the SOS office regularly.
Registered Agent of a Corporation
In Ohio, the registered agent of a corporation performs similar functions as other registered agents in the state, which is primarily to serve as the contact person for communicating legal and official matters to a Corporation. The conditions necessary for domestic and foreign corporations to maintain a registered agent are outlined in Section 1701.07 of the Ohio Revised Code.
Corporations doing business in Ohio, just like the LLCs, are required to file formation documents with the Secretary of State’s Office. Formation documents comprise the Articles of Incorporation ( for domestic corporations) and Ohio Foreign Corporation Application for License (for foreign entities). These documents must contain information about the corporation’s appointed registered agent for it to be accepted for filing by the Ohio SOS office.
As with LLCs, a corporation’s registered agent can be an adult citizen, or another company registered as a corporate agent with the Secretary of State.
Who Can Be a Registered Agent in Ohio?
In Ohio, there are few classes of persons that can be appointed as registered agents. They are:
- A business owner or employee
- A friend or family member resident in the state
- Hired or commercial registered agents (either a person or company)
- A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has an authorized business address in Ohio.
It is important to note that a business structure cannot function as its statutory agent in Ohio. The Ohio revised code specifies the following requirements as mandatory prerequisites to becoming a registered agent in the state:
- The agent must be a resident of Ohio
- The agent must be at least 18 years old. Minors are not allowed to be agents
- The agent must be readily available to receive in-person delivery of legal documents within normal business hours.
- The agent must have a physical office or street address in Ohio referred to as a registered office. Virtual addresses or P.O. boxes do not count and cannot serve as replacements for a physical location.
Legal Requirements of a Registered Agent in Ohio
The legal requirements for an individual to become a registered agent in Ohio are:
- Submission of the person’s full name and address listed on formation papers to the Ohio Secretary of State’s Office
- The individual must be informed of his/her appointment, and the consequences attached, such as having their information become a public record
- The individual must acknowledge the appointment via writing with an appended signature or stamp.
If the agent is a business entity, then:
- The agent must satisfy the provisions of Title XVII of the Ohio Revised Code that allow businesses to exercise certain privileges in Ohio
- Be legally authorized to conduct business in the state.
How To Choose a Registered Agent in Ohio
Businesses seeking to select a registered agent in Ohio should opt for professional and seasoned agents, as the role of a statutory agent in the survival of a business entity cannot be overemphasized. Business owners willing to use themselves, an employee, family, or friend as agents should consider their administrative prowess and availability to receive correspondence during business hours and share such information with the relevant staff.
Alternatively, those seeking to hire commercial agents can begin the selection process by querying a search engine such as Google using the search phrase “Commercial registered agents in Ohio.” The information seeker, after conducting the search, will be supplied with the contact information of the various commercial agents doing business in Ohio.
The next step will be to analogize the benefits proposed by the different companies or individuals and choose the most convenient and cost-effective prospect for the business. Some characteristics a business owner should take into consideration when employing a commercial registered agent include:
- The legal status of the business entity, i.e., if it is authorized by the state to act as a registered agent
- The agent’s prowess in dealing with laws and regulations that influence business adherence in a particular state, such as business filing deadlines and tax schedules
- The reliability and availability of the agent in delivering similar services to other companies they represent. The registered agent should be available and easily accessible during normal business hours
- The agent’s skill, competence, and speed as regards the forwarding of essential documents or notifications to the company
- If the agency offers an online document managing service through which firms can keep their vital official documents
- If extra benefits, such as legal aid, trademark, and phone service, that the business needs will be provided
- The cost of hiring the registered agent.
How Much Does a Registered Agent Service Cost in Ohio
In Ohio, the cost of hiring a registered agent service ranges from $100 to $300 per annum. The fee varies across the agent service providers and is dependent on whether additional services will be required by the hiring business.
A business entity can save cost by assigning an employee, family member, attorney, accountant, director, or themself as registered agents to accept service of process on their behalf at no cost. However, it may be more tactful to employ a registered agent service so as to ensure proper handling of legal memos and vital correspondence.
Can I Be My Own Registered Agent in Ohio
Yes. An individual can function as his or her registered agent provided they are residents of the state with a physical street address. The individual be at least 18 years old and available to accept legal and official documents during business hours.
Moreover, It is important to note that serving as one’s registered agent could have grave consequences like losing liability security and the business as well. This could result from failure to update registered agent information with the Secretary of State in the event of any change or a situation where the SOS has difficulty accessing the registered office for delivery of mail.
There is also the risk of having your contact details listed as public records and accessible to any interested member of the public. This is one reason why most business owners prefer hiring commercial agent services to ensure their personal information is confidential.
How To Change a Registered Agent in Ohio
In a situation where the demise, resignation, or layoff of a statutory agent occurs, the business entity is mandated by law to appoint a new one. To change a registered agent in Ohio, the business entity or owner must file a Statutory Agent Update form (Form 521 for LLCs) and an Amendment of Partnership Statement form (Form 545 for Limited Liability Partnerships) with the Ohio Secretary of State.
The cost of filing an agent update form is $25, payable by cash or checks and money orders made to the Ohio Secretary of State. The SOS has provisions for in-person, online, and mail submissions. The agent change process usually takes about four to six days to be executed, but there are also expedited options offered by the Ohio SOS.
For Mail and in-person filings, only single-sided, 8.5 x 11 sheets of paper are acceptable, and mails should be addressed as follows:
Ohio Secretary of State
Business Services Division
22 North Fourth Street
Columbus, OH 43216
P.O. Box 1390
In-person submissions will require a scheduled appointment with the SOS client service center virtually or via telephone using (877) 767-3453 (877-SOS-OHIO). The service center is operational between 8:00 A.M. and 5:00 P.M., Monday to Friday, excluding holidays. The SOS office is located at:
Ohio Secretary of State Client Service Center
22 North Fourth Street
Columbus, OH 43215
Phone: (877) 767-3453
For online submissions, business owners can utilize the Ohio business central website.
What Happens If You Don’t Have a Registered Agent in Ohio?
Retaining a registered agent and filing valid agent information with the Secretary of State is mandated by Ohio law. There are also stipulated penalties attached to violating this law. Apart from the managerial difficulties associated with not having a registered agent, failing to retain an active registered agent can cause a business entity to lose its good standing with the Secretary of State, resulting in various fines and penalties, including closing down the business by the state.
Some of the consequences of not maintaining a registered agent include:
- Loss of liability protection for the business owner(s) leading to loss of assets and financial interests
- Difficulty in obtaining financial support from relevant bodies
- Inability to perform business with other firms
- Default judgments due to late or no response to legal summons
- Penalties attached to late tax filings
- Pausation or deprivation of the business entity’s capabilities, licenses, and privileges
- Loss of good standing with the Secretary of state’s office
- Administrative dissolution can be implemented by the Secretary of State as prescribed by the law
- Loss of the business entity and registration license.
How To Become a Registered Agent in Ohio
Individuals with a physical address in Ohio, 18 years or older, and willing to be accessible during business hours for delivery of official and legal documents can serve as registered agents. The firm in need of a registered agent will have to list the name and address on business formation filings or registrations with the Secretary of State.
To become a registered agent in the state of Ohio, the interested individual or company must adhere to the following requirements outlined by the Ohio State Code §1705.06:
- The person must be willing and able to receive legal documents and notice on behalf of a business entity
- The agent must be an individual, an employee of a company that regularly offers statutory agent services
- The agent must register an address for mail delivery on behalf of the business being represented. The registered address must be in the state of Ohio and cannot be a P.O. Box or virtual address.
Ohio Registered Agent Search
The Ohio Secretary of State keeps a record of all registered agents of businesses operating within or registered in the state. To conduct a registered agent search in Ohio, interested individuals can do a registered agent lookup on the Secretary of State’s business filing website. A search will provide the name and address of the registered agent, as well as their business name or active status.
Is Registered Agent Information Public Record in Ohio?
Yes. Information about Ohio registered agents is regarded as a public record. A business entity that appoints a registered agent is required to provide the name and physical address of its registered agent when filing its formation documents, such as articles of incorporation or organization, with the Ohio Secretary of State. And since these formation documents are public records, the registered agent information also becomes available and accessible to members of the public for inspection and retrieval.
Persons looking to access public information about registered agents can do so by doing a registered agent search by name on the Ohio Secretary of State’s business filing website. The online search tool permits users to probe a business entity’s information by providing the business name or other search parameters.
The information revealed from the search typically includes the name and address of the business entity’s registered agent. It is, however, important for inquirers to note that while registered agent information is publicly obtainable, other business information, such as the names and addresses of the business owners or shareholders, may not be incorporated into these public records.
Business owners considering appointing themselves as their firm’s registered agent should realize that the registered agent address and all addresses filed during a business’ formation are liable to become a part of public records and may be obtainable by any interested member of the public. Thus, to maintain privacy and keep personal addresses and information off of public records, business owners should consider utilizing a registered agent service that will permit them to use their business address as the official registered address for the business.