Please make checks or money orders payable to: "Ohio Secretary of State"
Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW)
Phone Number:
State:
City:
Address:
(If necessary)
To the attention of:
(Individual or Business Name)
Name:
Please return the approval certificate to:
ZIP Code:
E-mail Address:
Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's
office regarding Business Services.
Check here if you would like to be signed up for our Filing Notification System for the business entity
being created or updated by filing this form. This is a free service provided to notify you via e-mail when
any document is filed on your business record.
Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00
p.m.
This service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 1 business day after it is received by our office.
This service
is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 2 business days after it is received by our office.
Regular Service: Only the filing fee listed on page one of the form is required and the filing will be
processed in approximately 3-7 business days. The processing time may vary based on the volume of
filings received by our office.
Preclearance Filing: For the purpose of advising as to the acceptability of the proposed filing, a form that is
to be submitted at a later date for processing may be submitted for examination for a fee of $50.00. The
Preclearance will be complete within 1-2 business days.
Last Revised: 5/14/2014
Certificate of Foreign Limited Partnership
Filing Fee: $99
(104-LPF)
Form Must Be Typed
Name of limited partnership in jurisdiction of formation
Name under which the foreign limited partnership desires to transact business in Ohio (if different from its
jurisdiction of formation)
Jurisdiction of Formation
Date of Formation
Address of the office required to be maintained in the jurisdiction of formation by the laws of that jurisdiction or,
if not so required, of the principal office of the foreign limited partnership.
Name and Address of Each General Partner
Name Business or Residential Address
Name must include one of the following words or abbreviations: "Limited Partnership," "L.P.," "Limited," or "Ltd."
Form 531B Page 1 of 3 Last Revised: 9/24/2015
Mailing Address
City State ZIP Code
Form 531B Prescribed by:
Form 531B Page 2 of 3 Last Revised: 9/24/2015
ORIGINAL APPOINTMENT OF AGENT
The undersigned authorized representative(s) of
hereby appoints the following to be Statutory Agent upon whom any process, notice or demand required
or permitted by statute to be served upon the foreign limited partnership may be served. The name and address
of the agent is
The entity above irrevocably consents to service of process on the agent listed above as long as the authority of the agent
continues, and to service of process upon the OHIO SECRETARY OF STATE, if
A. an agent is not appointed or
B. an agent is appointed but the authority of that agent has been revoked, or
C. the agent cannot be found or served after the exercise or reasonable diligence
Provide the address of the office where a list of the names and business or residence addresses of the partners of the
limited partnership and their capital contributions is to be maintained until the registration of the foreign limited
partnership is canceled or withdrawn
Name of Foreign Limited Partnership
Agent Name
Mailing Address
City
State
ZIP Code
Mailing Address
City
ZIP CodeState
Form 531B Page 3 of 3 Last Revised: 9/24/2015
By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the
requisite authority to execute this document.
REQUIRED
Must be signed by at least one
general partner.
If general partner is an
individual, then they
must sign in the "signature"
box and print their name
in the "Print Name" box.
If general partner is a business
entity, not an individual,
then please print the
business name in the
"signature" box, a general
partner of the business entity
must sign in the "By" box
and print their name in the
"Print Name" box.
Signature
Print Name
Print Name
Signature
Print Name
Signature
Print Name
Signature
By (if applicable)
By (if applicable)
By (if applicable)
By (is applicable)
Form 531B Last Revised: 9/24/2015
This form should be used to register a foreign limited partnership. A foreign limited partnership must
register prior to transacting business in Ohio.
Name of Partnership
The name of the foreign limited partnership can be any name, whether or not it is the name under
which it is registered in its jurisdiction of formation, that can be registered by an Ohio limited
partnership. Pursuant to Ohio Revised Code §1782.02, the name of a limited partnership must
include the word or abbreviation “Limited Partnership,” “L.P.,” “Limited,” or “Ltd.” The name must not
contain the name of a limited partner unless the name is also the name of a general partner or the
business of the limited partnership was carried on under that name prior to the admission of that
limited partner. The name must be distinguishable upon the records in the office of the secretary of
state. See our Name Availability Guide at www.OhioSecretaryofState.gov, for more information
regarding name requirements and restrictions.
Jurisdiction of Formation
Please provide the foreign limited partnership's jurisdiction of formation and the date of its formation
in that jurisdiction.
Also, provide the address of the office required to be maintained in the limited partnership's
jurisdiction of formation by the laws of that jurisdiction. If no such address is required, provide the
address of the foreign limited partnership's principal office.
Name and Address of General Partners
Please provide the name and business or residence address of each general partner. Note: If the
general partner is a foreign entity, the entity must be registered/licensed in Ohio, pursuant to Ohio
Attorney General Opinion 89-081.
Original Appointment of Statutory Agent and Acceptance of Appointment
Pursuant to Ohio Revised Code §1782.49, a foreign limited partnership must appoint and maintain a
statutory agent to accept service of process on behalf of the partnership. The statutory agent must be
one of the following: (1) A natural person who is a resident of this state; or (2) A domestic or foreign
corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited
liability partnership, limited partnership association, professional association, business trust, or
unincorporated nonprofit association that has a business address in this state. If the agent is a
business entity then the agent must meet the requirements of Title XVII of the Revised Code to
transact business or exercise privileges in Ohio.
By filing this form, a limited partnership agrees to the statements on the certificate which state that
the secretary of state is the appointed agent of the foreign limited partnership for service of process if
(1) the agent has not been appointed; (2) an agent is appointed, the agent's authority has been
revoked; or (3) the agent is not found or served after the exercise of reasonable diligence.
Additional Provisions
If the information you wish to provide for the record does not fit on the form, please attach additional
provisions on a single-sided, 8 ½ x 11 sheet(s) of paper.
Instructions for Certificate of Foreign Limited Partnership
Signature(s)
After completing all information on the filing form, please make sure that the form is signed by at least
one general partner.
**Note: Our office cannot file or record a document that contains a social security number or
tax identification number. Please do not enter a social security number or tax identification
number, in any format, on this form.
Last Revised: 9/24/2015Form 531B