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