Ohio LLC structure and cost: series LLCs arrived in 2022, and the annual bill is close to zero

Ohio’s 2022 rewrite of its LLC act did two things that matter structurally. It authorized series LLCs for the first time, making Ohio the fifteenth state to permit them. And it left in place something Ohio had already been quietly doing: charging nothing to keep an LLC alive.

That second fact is easy to skip past and hard to overstate. California collects $800 a year from every LLC whether it earns anything or not. Nevada collects $350. New Jersey charges per member. Ohio charges nothing at the Secretary of State once the company exists.

Ohio charges no annual fee to keep an LLC alive, which almost no other state can say.

Where the entity actually lives

An Ohio LLC has a birthplace and a residence, and the where your LLC lives doctrine decides which controls what. Ohio governs the internal affairs covered on the governance page; where the company operates governs tax and the courtroom. One Ohio-specific consequence worth knowing sits in the act itself: a foreign LLC that has not registered in Ohio is barred from maintaining an action in Ohio to collect its debts. That is the door-closing rule, and it means an unregistered out-of-state company discovers the problem at the moment it tries to sue a customer who has not paid.

Series LLCs, with the shield written down

Ohio came late to series and wrote the shield into the statute rather than leaving it to inference.

Ohio’s statute says a series’ debts are enforceable only against that series’ assets, not against the company generally or any other series.

Under ORC 1706.76 and the sections that follow, an Ohio LLC may establish one or more series through its operating agreement. Each series may, in its own name, enter contracts, sue and be sued, hold and convey title to assets, and grant liens and security interests in its assets. And the debts and liabilities of a particular series are enforceable against that series’ assets and are not enforceable against the assets of the LLC generally or of any other series.

That is clear drafting. It is also brand new, and the series LLC page explains why clear drafting is not the same as a proven wall. The structure has almost no case law anywhere in the country, its treatment in bankruptcy is unresolved, and the federal tax answer rests on proposed regulations from 2010 that were never finalized. Ohio’s version is four years old. The bookkeeping obligation is the same as it is everywhere: the shield holds only if each series really keeps its own records and its own assets, which means the burden of ten series equals the burden of ten companies.

The tax picture

Ohio taxes personal income, and it taxes business differently from most states.

Ohio runs a gross receipts tax on business rather than a corporate income tax, so revenue matters more than profit.

The Commercial Activity Tax applies to gross receipts rather than to net income, with an exclusion threshold below which businesses owe nothing. That threshold has been raised in recent state budgets, and stale figures circulate widely, so confirm the current exclusion amount and rate with the Department of Taxation before assuming your company is above or below the line. The structural point holds regardless of the number: a low-margin Ohio business is taxed on what it takes in, not on what it keeps, which is the same design California uses for its LLC fee and which cuts against thin-margin operations in both states.

Income from a pass-through Ohio LLC flows to the members and is subject to Ohio’s personal income tax.

Moving property into an entity

Ohio charges a conveyance fee when real property changes hands, with a state component and a permissive county component that varies by county.

Ohio charges a conveyance fee on deeds, and the county component varies, so the rate depends on where the property sits.

Rates are not published on this page because they were not verified from the source. Before moving Ohio real property into an entity, price the conveyance fee with the county auditor for the specific county, and get the exemption analysis from counsel. As in every state covered here, that answer belongs before the deed records rather than after.

Privacy

Ohio’s lack of an annual report means less recurring public disclosure than most states produce, simply because there is no yearly filing that refreshes the record. That is a byproduct rather than a privacy policy, and it should not be confused with the deliberate anonymity Wyoming offers. Confirm what your formation filing and statutory agent appointment actually disclose before treating Ohio as a privacy jurisdiction; the anonymous LLC page covers the states where privacy is a designed feature rather than an absence of paperwork.

The bottom line

Ohio authorized series LLCs in its 2022 act, with statutory language confining each series’ debts to that series’ assets.

The Ohio series statute is well drafted and four years old, with no case law testing the walls, and the federal tax and bankruptcy questions remain open nationally.

Ohio charges no annual report fee at the Secretary of State, so the recurring cost of holding the entity is effectively zero.

Ohio’s Commercial Activity Tax runs on gross receipts rather than profit, with an exclusion threshold worth confirming for the current year.

A foreign LLC that has not registered in Ohio cannot maintain an action in Ohio to collect its debts.

Conveyance fees apply when property changes hands and vary by county, so price them before recording.

What this page does not cover

This page is about what the entity costs and what it can be. How creditors reach you, including Ohio’s charging order and Legacy Trust, is on the protection page. The 2022 rewrite and what it changed about governance are on the governance page. The filing fees and the statutory agent requirement are on the filing page.

Last verified July 2026.