Ohio LLC Certificate of Conversion
Ohio law authorizes a process—called LLC conversion—which allows an out-of-state LLC to transfer its legal home state (its domicile) to Ohio.1 An Ohio LLC can also use the Ohio LLC conversion process to legally transfer to another state. An LLC conversion—which is the equivalent of what some states call an LLC domestication—does not change the company’s fundamental identity or disrupt its ordinary operations.2
An LLC conversion to Ohio (or from Ohio to another state) is a multi-step process that involves the creation of several important conversion documents. The certificate of conversion is the chief conversion document filed with the Ohio Secretary of State.
What is an Ohio LLC Certificate of Conversion?
An Ohio LLC certificate of conversion is a legal document that an LLC creates and files when carrying out an Ohio LLC conversion.3 The certificate of conversion places important facts about the conversion in the public record and serves as notice to third parties that the LLC conversion has occurred.
The Ohio Secretary of State’s office publishes two different certificate of conversion forms. The appropriate form depends on whether there is already a record of the LLC in the Ohio Secretary of State’s business records. When an out-of-state LLC converts to Ohio, it must also file an Ohio articles of organization with the certificate of conversion.4
What Information Must an Ohio Certificate of Conversion Include?
Ohio law lists the information that an LLC’s certificate of conversion must contain.5 The required content for an out-of-state LLC converting into an Ohio LLC is:
- A statement that the pre-conversion out-of-state LLC has been converted to the post-conversion Ohio LLC;
- The LLC’s name, domicile state, and entity form after the conversion;
- The conversion’s effective date;
- A statement that the conversion was approved under Ohio law; and
- A statement that the conversion was approved as required under the current state’s law.
An Ohio LLC that converts to another state and that will not transact business as a foreign LLC in Ohio must also include in its certificate of conversion the name and address of the agent appointed to accept service of process for the LLC.
What Information Must a Converting LLC’s Ohio Articles of Organization Include?
An out-of-state LLC that converts to Ohio must file along with its certificate of conversion an Ohio articles of organization—the document that officially forms a new Ohio LLC. The converting LLC’s articles of organization must include the information ordinarily required in a new Ohio LLC’s articles of organization—the LLC’s name and the statutory agent’s name, street address, and signed acceptance of the appointment.6
A converting LLC’s articles of organization must also include the following:
- A statement that the Ohio LLC was converted from the out-of-state LLC;
- The out-of-state LLC’s name, entity form, and state of formation; and
- A statement that the conversion was approved as required under the other state’s law.7
Other Names for a Certificate of Conversion
States with statutorily authorized procedures for changing an LLC’s domicile state require the LLC to file a legal document with the secretary of state or other filing office. Ohio calls the procedure conversion and calls the conversion document a certificate of conversion. Some other states call the procedure domestication.
There are a variety of names used in other states for the document equivalent to Ohio’s certificate of conversion—such as:
- Articles of conversion;
- Statement of conversion;
- Articles of domestication;
- Certificate of domestication; or
- Statement of domestication.
The conversion or domestication document must match the correct state’s requirements. A Texas certificate of conversion—for example—contains different information than an Ohio certificate of conversion.
Filing the Ohio Certificate of Conversion
An out-of-state LLC converting into Ohio must file its Ohio certificate of conversion and articles of organization to make the conversion effective. The documents should be accompanied by the Ohio Secretary of State’s Filing Form Cover Letter. The secretary of state accepts business filings in paper form through the mail, or filings can be submitted online on the Ohio Business Central website.
The filing fee for the certificate of conversion is $99.00. There is no additional fee for filing the articles of organization that accompanies the certificate of conversion when an LLC converts into Ohio. Expedited processing is available for an additional fee of $100.00 (2-day), $200.00 (1-day), or $300.00 (4-hour).
If an LLC converting from Ohio to another state will continue doing business in Ohio as a foreign LLC, it should submit a registration of a foreign LLC form (Form 617) and the required $99.00 filing fee when filing the certificate of conversion.8
When is an Ohio Certificate of Conversion Effective?
A conversion of an out-of-state LLC into an Ohio LLC takes effect when the LLC’s new Ohio articles of organization become effective.9 The articles of organization are effective upon filing, or the LLC may request a delayed effective date up to 90 days after filing.10 A conversion of an Ohio LLC into an out-of-state LLC takes effect as provided under the new state’s law.
Does an Ohio LLC Conversion Require any Other Steps?
Filing the certificate of conversion usually makes an Ohio LLC conversion effective, but the certificate of conversion is only part of what is needed for an out-of-state LLC to convert to Ohio. The full conversion process includes the following:
- Preparing the Ohio declaration of conversion (called a plan of conversion or plan of domestication in other states);
- Preparing the Ohio certificate of conversion, articles of organization, and new Ohio operating agreement;
- Preparing the current state’s equivalent of the certificate of conversion—which may be called articles of conversion, statement of conversion, articles of domestication, or a similar name;
- Filing the Ohio conversion documents with the Ohio Secretary of State;
- Filing the current state’s conversion document with the current state’s filing office (usually the secretary of state); and
- Adopting the operating agreement and any required company resolution.
There is more than one way for an existing business to transfer to a new state. When the conversion or domestication process is possible, it is the most cost-effective and least burdensome approach in most cases.
- Ohio. Rev. Code § 1706.72(A).
- Ohio Rev. Code § 1706.723(A).
- Ohio Rev. Code § 1706.722(A).
- Ohio Rev. Code § 1706.722(A).
- Ohio Rev. Code §§ 1706.722(A)(1)(a)-(f).
- Ohio Rev. Code § 1706.16.
- Ohio Rev. Code §§ 1706.722(A)(2).
- Ohio Rev. Code § 1706.511.
- Ohio Rev. Code § 1706.722(B).
- Ohio Rev. Code §§ 1706.16(B); 1706.172(D).