Can an LLC in one state own property in another?

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Can an out-of-state LLC own property in another state?

Yes, an LLC in one state can own property in another, generally speaking.

This is very common in real estate investing and holding property.

For example, for properties that aren’t earning rental income, I personally use Ohio LLCs to hold real estate (in states other than Ohio).

(Why? Ohio is a “sleeper state”. Super affordable, very easy paperwork, LLCs in Ohio are private, and there is no Annual Report.)

However, there are a few things to be aware of.

Do I need to register the LLC as a “Foreign LLC”?

A Foreign LLC is simply an LLC formed in one state that “transacts business” in another state.

For example: An LLC formed in Ohio is a “Domestic” LLC in Ohio. But if that Ohio LLC “transacts business” in Florida, it’s known as a “Foreign” LLC in Florida. And likewise, it’d also be known as a “Foreign” LLC in any/all other states where it “transacts business”.

However:

  • the laws that define “transacting business” can be vague
  • not all states strictly enforce the need to foreign quality (register as a Foreign LLC)
  • the penalties for failure to foreign file may not be that bad in your state
  • and if the LLC isn’t “transacting business” then

How do I know if my LLC is “transacting business”?

For real estate LLCs, the easiest way to determine this is whether or not the LLC is earning income in that state.

Said another way, is the property rented out and collecting money from tenants?

If so, then all states will consider the LLC “transacting business” and they’ll want the LLC registered as a Foreign LLC.

However, if the LLC isn’t earning income (for example, the property is sitting vacant, you/family live in it, it’s a personal vacation rental, etc.) then you don’t have to foreign-qualify the LLC.

What about the lender?

If you aren’t using financing, then this won’t be an issue.

However, if you’re working with a bank or lender, check with them ahead of time to see if they care about out-of-state LLCs owning property.

What if the title company creates a fuss?

If you aren’t using financing, and the title company is creating a fuss, honestly, I’d find another title company.

Out-of-state LLCs owning property is extremely common (and legal), so if a title company is creating an issue for you,, I’d move onto the next.

Can an LLC own another LLC in another state?

Yes, an LLC can own an LLC in another state.

For example, let’s say you have a Wyoming LLC. That Wyoming LLC could own an LLC in Ohio. And that Ohio LLC could own property in Ohio (or in any state).

This is common among real estate investors with multiple properties.

Summary

In summary, an LLC in one state can own property in another, however, you should:

  • determine whether or not it’ll be “transacting business” (in the state where the property is located)
  • the lender cares
  • the title company cares
Matt Horwitz
Matt Horwitz
Matt Horwitz is the leading expert on LLC education, and has been teaching for 15 years. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
 
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

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