Ohio: LLC Annual and Biennial Report Requirements
The short answer
No. Ohio does not require a domestic or registered foreign LLC to file an annual or biennial report with the Secretary of State, so there is no recurring LLC report deadline, filing fee, late fee, or report-based cancellation. An LLC must instead keep an Ohio statutory agent and address current; failure to cure an agent default within 30 days after notice can cancel the LLC's articles or foreign registration.
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This is the general rule in Ohio. Ezel applies current Ohio law to your specific facts and answers with citations to the statutes.
| Periodic report obligation | None — Ohio LLCs do not file annual reports, and the Secretary of State says the state's biennial report applies only to professional associations and limited liability partnerships, not LLCs |
|---|---|
| Frequency and first report | None — no initial, annual, biennial, or other recurring Secretary of State report for a domestic or registered foreign LLC |
| Due date and filing window | None — an Ohio LLC has no periodic-report due date or filing window |
| Filing office and method | No LLC periodic report is filed. Separate maintenance filings, such as a statutory-agent appointment or address change, go to the Ohio Secretary of State; the company must file those changes 'forthwith' (Ohio Rev. Code § 1706.09(D)–(E)) |
| Required information | Not applicable — there is no periodic report. Separately, the LLC must continuously maintain an Ohio statutory agent and keep the agent's Ohio street address current (§ 1706.09(A), (C)–(E)) |
| Filing fee and related charges | $0 — no LLC annual or biennial report exists. A separate statutory-agent change costs $25, and reinstatement after agent-based cancellation costs $25 (Ohio Rev. Code § 111.16(Q), (R)(1), as of 2026-07-16) |
| Late fee and delinquency | None for a periodic report. Separately, failure to maintain a statutory agent or update the agent's name or address starts a 30-day cure period after Secretary of State notice; uncured default cancels the articles or foreign registration (§ 1706.09(L)) |
| Dissolution, reinstatement, and cure | No report-based dissolution or reinstatement. For statutory-agent cancellation, cure before cancellation by filing the required agent appointment or statement; after cancellation, apply for reinstatement within 2 years, make the agent filing, and pay $25 (§ 1706.09(L); § 111.16(Q)) |
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What an Ohio LLC actually has to maintain
Ohio has no annual-report calendar for an LLC. The Secretary of State's own warning about
misleading solicitations says, "Ohio businesses are not required to file annual reports" and
identifies only professional associations and limited liability partnerships as biennial-
report filers. Ohio Rev. Code § 111.16(I)(2) confirms that division: its $25 biennial-report fee applies
to filings under §§ 1775.63, 1776.83, and 1785.06—not the Chapter 1706 LLC Act.
The practical recurring duty is different. Ohio Rev. Code § 1706.09(A) requires every domestic LLC and
registered foreign LLC to continuously maintain an Ohio statutory agent. If the agent dies,
resigns, or leaves Ohio, the LLC must appoint another "forthwith." An agent-address change must
also be filed forthwith. Those are event-driven updates, not annual reports.
If the statutory agent record goes stale
The lack of an annual report does not make the Secretary of State record maintenance-free.
Under § 1706.09(L), the Secretary sends ordinary or electronic notice when an LLC fails to
maintain an agent or update the agent's name or address. The LLC normally has 30 days after
mailing to cure. If it does not, the Secretary cancels the domestic LLC's articles or the
foreign LLC's registration without another notice.
Before cancellation, cure by filing the required agent appointment or change. After
cancellation, the LLC has two years to apply for reinstatement, make the missing agent
filing, and pay the reinstatement fee. Section 111.16 sets both the ordinary agent-change fee
and the reinstatement fee at $25. This cancellation path is about a missing statutory
agent, not a late periodic report.
What trips people up
- Paying a private annual-report solicitation. Ohio has no LLC annual report. A form that
demands a recurring LLC report payment is not satisfying a Secretary of State requirement. - Confusing an LLC with an LLP or professional association. Ohio does impose a $25
biennial report on those entity types. The shared "limited liability" wording does not turn
an LLC into an LLP. - Assuming no report means no maintenance filings. Agent changes are due when the event
happens. Ignoring the 30-day statutory-agent notice can cancel the entity even though no
annual report was ever due. - Treating a tax return as an entity report. Ohio tax filings are separate obligations
administered outside the Secretary of State's LLC periodic-report system; they do not create
an annual LLC report under Chapter 1706.
Common questions
What is the Ohio LLC annual-report fee?
There is none. The $25 figure on the Secretary of State's warning is the official fee for the
biennial report required of professional associations and LLPs, not an LLC report fee.
Do foreign LLCs file a recurring Ohio report?
No general annual or biennial report. A registered foreign LLC does, however, have the same
continuous Ohio statutory-agent duty and the same 30-day cancellation process in § 1706.09.
Can I order a certificate of good standing even without annual reports?
Yes. The Secretary of State's guidance says a certificate is optional unless a bank, closing,
or other transaction requires one. Ordering a certificate is not a recurring LLC filing.
Statutes and sources
- Ohio Secretary of State — Avoid Business Scams. Express annual-report negative and the
limited list of entities that file $25 biennial reports. Official guidance
(accessed 2026-07-16). - Ohio Rev. Code § 1706.09. Continuous statutory-agent duty, event-driven updates, 30-day
cure notice, cancellation, and two-year reinstatement window. Official current text
(accessed 2026-07-16). - Ohio Rev. Code § 111.16. Biennial-report entity list and the $25 statutory-agent-change
and reinstatement fees. Official current text
(accessed 2026-07-16).
Source links
Every statute quoted above, linked, with the date we checked it.
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