Ohio Annual Report 

Ohio has a unique set of annual requirements, and it’s important to understand what applies to your specific entity type. Unlike many states, Ohio does not require all business entities to file an “Annual Report” directly with the Secretary of State. However, certain entities have biennial reports or other specific recurring filings, and all entities must maintain a statutory (registered) agent and comply with tax obligations.

Failure to comply with applicable filing requirements can lead to severe consequences, including:

• Administrative Dissolution or Cancellation: Your entity’s legal existence in Ohio may be terminated.
• Loss of Name Protection: Your business name could become available for others to use.
• Inability to Conduct Business: A dissolved or cancelled status can prevent your entity from legally entering into contracts, suing, or defending itself in Ohio courts.
• Reinstatement Costs: Reinstatement can be a complex and costly process.
• Penalties: While Ohio generally does not assess late fees for Biennial Reports or Certificates of Continued Existence, failure to file can still lead to administrative dissolution within 30 days of the due date. Charitable organizations may incur significant late fees.

Specific Requirements by Entity Type in Ohio:

For Corporations (For-Profit) & Limited Liability Companies (LLCs) in Ohio:

• No Annual Report: Ohio DOES NOT require domestic or foreign for-profit corporations or LLCs to file an annual or biennial report with the Ohio Secretary of State.
• Statutory Agent: It is crucial for all entities to maintain a current and valid Statutory Agent (also known as a Registered Agent) and a current mailing address on file with the Ohio Secretary of State. If your Statutory Agent or their address changes, you must file a Statutory Agent Update (Form 521), which has a $25 filing fee.
• Ohio Commercial Activity Tax (CAT): Many businesses, including LLCs and corporations, may be subject to the Ohio Commercial Activity Tax (CAT), which is an annual privilege tax. The CAT is filed with the Ohio Department of Taxation.
  • Due Date: Annually by May 10th (for annual filers). Quarterly filers have different deadlines.
  • Note: As of 2024, Ohio eliminated the CAT annual minimum tax and raised the exemption to $3 million in taxable gross receipts (increasing to $6 million in 2025). Many small businesses may no longer be subject to the CAT.

For Partnerships in Ohio:

• General Partnerships (GPs): Generally, General Partnerships formed by agreement are not required to file any reports with the Ohio Secretary of State. They are subject to federal and state income tax reporting requirements for pass-through entities.
• Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): Ohio LPs and LLLPs are NOT required to file an annual or biennial report with the Ohio Secretary of State. Like LLCs and corporations, they must maintain a Statutory Agent.
• Limited Liability Partnerships (LLPs) & Professional Associations (PAs): These entities ARE required to file a Biennial Report with the Ohio Secretary of State.
  • Due Date:
    • LLPs: Between April 1st and July 1st of odd-numbered years.
    • Professional Associations: Between April 1st and July 1st of even-numbered years.
  • Filing Fee: $25.00.
  • Penalty: No late fee, but administrative dissolution/cancellation can occur if not filed within 30 days of the due date.

For Non-Profit Corporations in Ohio, please also note the following:

Non-profit organizations in Ohio have specific requirements with both the Ohio Secretary of State and the Ohio Attorney General:

1. Statement of Continued Existence with Ohio Secretary of State:
   • Due Date: Non-profit corporations (including religious and cooperative corporations) must file a Certificate of Continued Existence every five years. The due date is within the anniversary month of your initial incorporation/registration.
   • Filing Fee: $25.00.
   • Penalty: No late fee, but administrative dissolution can occur if not filed within 30 days of the due date.
2. Charitable Organization Registration and Annual Report (Ohio Attorney General’s Office):
   • If your non-profit solicits charitable contributions in Ohio (unless exempt), you must register and file an annual report with the Ohio Attorney General’s Office, Charitable Law Section. This is a crucial and distinct filing.
   • Due Date: Annually by the 15th day of the 5th month following the close of your fiscal year (e.g., May 15th for a December 31st fiscal year-end). The Attorney General’s office generally honors IRS extensions.
   • Filing Fee: Varies based on annual contributions or assets, typically ranging from $0 to $200.
   • Penalties: A $200 late fee is automatically assessed for failure to submit fees by the deadline.
3. Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends.

What information is generally required for filings in Ohio? For the applicable filings (Biennial Reports, Certificates of Continued Existence), you will typically need to confirm or update:

• Your entity’s legal name and charter/registration number.
• Principal office address.
• Statutory Agent name and address (and potentially update it if it has changed, with a separate filing).
• For Professional Associations: Shareholder names and addresses.
• Signature and title of the person filing the report.

How can we assist you? We can assist you with understanding and fulfilling your Ohio compliance obligations. Our services for these filings include:

• Determining your specific filing requirements and applicable fees for your entity type.
• Monitoring your due dates.
• Gathering the necessary information.
• Preparing and accurately filing your Biennial Reports, Certificates of Continued Existence, and any necessary Statutory Agent updates.
• Assisting with your annual charitable solicitation registration and report to the Ohio Attorney General’s Office.
• Confirming receipt of your filings with the respective Ohio state agencies.

What we need from you: To facilitate these filings and ensure your continued compliance, please provide us with the following information if there have been any changes or if we don’t already have it on file:

• Any changes to your principal office or mailing address.
• Changes in your Statutory Agent or Statutory Agent’s address in Ohio.
• For Professional Associations: Any changes to shareholders, officers, or directors.
• Updated contact information for your entity.
• For non-profits: Details on any changes to your board of directors or charitable solicitation activities, and your gross contributions/revenue and assets for the past fiscal year.

[ INFORMATION SHEET ]

Please contact us at your earliest convenience to discuss your Ohio compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.

We look forward to hearing from you.

Sincerely,

SURE FINANCIAL AND TAX SERVICES LLC