No foreign corporation shall transact business in Ohio unless it holds an unexpired and uncanceled license to do so. The sole exclusion for this requirement applies to corporations engaged in interstate commerce.

Limited liability companies are held to a significantly different standard. While an LLC transacting business in Ohio must still register with the secretary of state, the exceptions to what constitutes the “transaction of business”:
1) Maintaining, defending, or settling in its own behalf any proceeding or dispute;
2) Holding meetings or carrying on any other activities concerning its internal affairs;
3) Maintaining accounts in financial institutions;
4) Maintaining offices or agencies for the assignment, exchange, and registration of the foreign limited liability company’s or its series’ own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
5) Selling through independent contractors;
6) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
7) Creating, as borrower or lender, or acquiring indebtedness, mortgages, or security interests in real or personal property;
8) Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing those debts, and holding, protecting, and maintaining property so acquired;
9) Owning real or personal property;
10) Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;
11) Transacting business in interstate commerce.

Wayfair Nexus

A remote seller who lacks a physical presence in Ohio and who operates a website or other digital medium or media to execute sales to purchasers of property subject to sales or use taxes in this state, or who uses a multivendor marketplace platform that acts as an intermediary by facilitating sales between a seller and the purchaser of property subject to sales or use taxes in this state, shall be deemed to be engaged in business in this state if:

(a) Such retailer made total retail sales of property in this state that exceeded one hundred thousand dollars ($100,000) in the previous or current tax year; or
(b) Such retailer made retail sales in this state in two hundred (200) or more separate transactions in the previous or current calendar year.


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