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In Ohio the agent is a statutory agent, and the Articles of Organization are where you appoint one. The Secretary of State's guide to starting an LLC says the agent is the person or company designated to accept legal process and notices served on the LLC, and to pass them on to you. The cost and speed of the formation itself sit on our Ohio LLC page. The search tool and records are in the Ohio business guide.
The 30 day clock
Ohio's enforcement is what sets it apart. If the Secretary of State learns that an LLC has failed to maintain a statutory agent, it notifies the LLC that a new one must be appointed. If you do not appoint one within 30 days of that notice, the office may cancel the Articles and revoke the LLC's authority to do business in Ohio.
Cancellation has two stated grounds in the guide: failing to keep a statutory agent after notice, or a court order. Once canceled, the LLC cannot legally conduct business in Ohio until it appoints an agent and reinstates.
Who qualifies?
The guide gives two options:
- A person. A natural person who is a resident of Ohio.
- An entity. A domestic or foreign corporation, nonprofit corporation, LLC, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust or unincorporated nonprofit association that has a business address in Ohio.
Because the entity route turns on a business address in Ohio, an out-of-state company without one does not qualify.
What address does the agent give?
R.C. 1706.09 sets the test. A person gives the street and number of their primary residence in Ohio. An entity gives its usual place of business in Ohio. That means a place customarily open during normal business hours, where someone who can accept service of process is generally present. A post office box does not count, even if it has a street address.
The law also tells the LLC to keep an agent in Ohio continuously. Our page on being your own registered agent goes through the trade-offs for an owner who lives in Ohio. Paid services exist; see registered agent services for how to compare them.
Consent
The agent must sign to accept the appointment. A new LLC needs no separate consent form, because the original appointment is part of Form 610.
Changing or replacing the agent
Use the Statutory Agent Update, Form 521. The fee is $25. The guide says to use it when the agent's name or address changes, or when the agent resigns or dies. The statute says that if an agent dies, resigns or moves out of Ohio, the LLC must appoint another one at once. The LLC can also drop its agent by filing an appointment of a new one with a statement that the old appointment is revoked.
An agent who wants out files a written notice of resignation and mails a copy to the LLC's principal office, on or before the filing date. The agent's authority ends thirty days after the notice is filed. Use that window to name a replacement.
| Filing | Fee |
|---|---|
| Statutory Agent Update (Form 521) | $25 |
| Reinstatement and Appointment of Agent (Form 525A) | $25 |
| Service of process on the Secretary of State | $5 per address |
When the agent cannot be found
Under Ohio Revised Code 1706.09(H)(1), as the guide cites it, a person suing the LLC may serve the Secretary of State. They submit four copies of the summons and complaint, an affidavit that the agent cannot be found, no longer has the address on file or that the LLC failed to keep an agent, and the $5 fee for each address. Our guide on service of process explains what that means for you as the defendant.
Reinstating after cancellation
File Form 525A with $25. That form also appoints the new agent. The Secretary of State holds the canceled LLC's name for one year. After that the name is no longer protected, and if someone else has taken it, you file a Certificate of Amendment (Form 611) with the reinstatement to pick a new name.
Looking up an Ohio agent
The state's business search can be searched by registered agent as well as by name, exact name, prior name, organizer or incorporator, and by ID or document ID. The filed documents are free to view as PDF.
If your LLC is formed in another state, a foreign registration on Form 617 also needs an Ohio statutory agent who signs to accept. Read foreign LLC registration for the rest.