I formed a single-member LLC in Columbus about two years ago for a small consulting side gig. I'm now relocating to Portugal for work and will be gone at least 2-3 years. The LLC doesn't really have physical operations here anymore, no employees, just me. Do I need to do anything special with the Ohio Secretary of State? Someone told me I need a registered agent with an Ohio street address, which I have through a service, but I'm unclear if my personal move changes my status or what filings are triggered. Would rather not dissolve it if I can keep it compliant while abroad.
LLC Compliance
What happens if my Columbus LLC's only member moves overseas?
The registered agent part is the main thing. As long as your agent is a commercial service with a real Ohio address, your personal address change doesn't automatically dissolve anything. You'd update the agent's office contact, not necessarily your home address, on the statutory agent filing.
I looked into this when I was considering a move. Ohio doesn't require the member to be a US resident for an LLC. The bigger headache is the IRS and and banking, not the state.
Banking is already stressing me out. My business account is with a local credit union and their online terms say something vague about foreign residency. I'll call them this week. Thanks for the pointer on the state side.
What kind of consulting? If it's services perfofmed abroad, you may have just created foreign-source income and a permanent establishment question in Portugal. That's way beyond an Ohio filing issue but worth flagging before you assume the LLC structure still fits.
I'd second the tax angle. Single member LLC is disregarded by default, so you're really asking what happens to your personal 1040 and any self-employment tax. Moving doesn't change the entity classification by itself, but the foreign earned income exclusion and totalization stuff gets complicated.
Also, "overseas" is doing a lot of work in that sentence. Portugal has a specific tax regime for new residents and a treaty with the US. The answer is not the same as if you were moving to, say, Dubai.
Short version: Ohio doesn't care where you sleep. Keep the agent current, file your biennial report when it's due, and you're fine at the state level.
One thing people miss is mail. If the Secretary of State or IRS sends something to your old Columbus address and it bounces, you can get administratively dissolved without realizing it. Make sure your agent forwards and that the IRS has an updated address on file for the EIN.
Is there a reason you want to keep it rather than just shutting it down? If the consulting income is going to be earned while you're physically in Portugal, the LLC may be adding paperwork without muuch benefit.
Fair question. I have a couple of long-term US clients and I'd like to keep the liability shield and the business name. Dissolving and reforming later feels like more work than maintaining it, assuming it stays cheap and compliant.
Keeping it is defensible, just document your reasoning. The tricky part is if Portugal treats the LLC as opaque and taxes it locally. That's a question for a cross-border accountant, not a forum, but it's the one I'd pay to get answered before the move.
And be careful about the phrase "only membEr moves." If you later add a partner who's a US person, or a foreign person, the analysis changes again. For now it's just you, but keep the operating agreement reflecting reality.
Honestly the biennial report is the thing that gets people. It's easy to forget when you're in a different time zone and the reminder goes to an old email.
Set calendar reminders for the report and for whatever your agent's renewal date is. That's most of the battle. The rset is a tax professional conversation you should have before you board the plane, not after.
One minor point, your credit union may just close the account if they find out you're a non-resident. Have a backup plan for receiving client payments, because that can be the thing that forces a rushed dissolution.