Firm Registration

All corporations, associations, partnerships and limited liability companies providing architectural or landscape architecture services in the state of Ohio are required to obtain a Firm Certificate of Authorization. It makes no difference whether the firm is located in Ohio or out of state, or whether it was previously grandfathered.

Please read this entire section before calling the Board office with your questions.

Application forms can be obtained from the Forms page. 

If you have any questions, or are unsure if your firm is required to possess a firm certificate of authorization, please contact, Chad Holland at (614) 466-1476 or via email at chad.holland@arla.state.oh.us. 

The only exemptions to firm registration are as follows:

  • Sole Proprietorships, but only if the firm is not registered with the Ohio Secretary of State as a corporation or a limited liability company.
     
  • Design/Build firms, as defined in Ohio Revised Code sections 4703.182 and 4703.332 and Ohio Administrative Code section 4703-3-12.
     

Failure to possess a current firm certificate of authorization is a violation of the Ohio Revised and Administrative Codes. The Board strictly enforces this law, which may be punishable by a fine and/or suspension or revocation of the individual’s license to practice in the state of Ohio.

Other Practice Requirements

Written contracts between architects and their clients are required when providing services in the state of Ohio. Please see the architect rules for complete requirements.

Professional liability insurance is required on all public projects in the state of Ohio.

Firm Registration Requirements

The following requirements must be met:

  1. More than 50% of the shareholders, members, trustees or partners must be design professionals (architects, landscape architects, engineers, or surveyors) with an active registration in any state. (For example, if ten individuals hold all of the stock or interest in the firm, then six must be registered design professionals.)

Certain architecture firms are exempt from the 50% ownership requirement: firms which were actively registered with the Ohio Secretary of State and granted a charter to do business in the state of Ohio prior to August 7, 1943 or otherwise lawfully providing architectural services prior to November 15, 1982. These firms are still required to obtain a Firm Certificate of Authorization.

The above exemption does not apply to landscape architecture firms.

  1. More than 50% of the shares or interest in the corporation, partnership, limited liability company, trust, or association must be owned by design professionals with an active registration in any state.

Certain architecture firms are exempt from the requirement regarding the number of shares or percentage of the interest owned: firms which were actively registered with the Ohio Secretary of State and granted a charter to do business in the state of Ohio prior to August 7, 1943 or otherwise lawfully providing architectural services prior to November 15, 1982. These firms are still required to obtain a Firm Certificate of Authorization.

The above exemption does not apply to landscape architecture firms.

  1. More than 50% of the firm's board of directors (in a corporation) must be actively registered design professionals in any state.

Certain architecture firms are exempt from the board of directors’ requirement: firms which were actively registered with the Ohio Secretary of State and granted a charter to do business in the state of Ohio prior to August 7, 1943 or otherwise lawfully providing architectural services prior to November 15, 1982. These firms are still required to obtain a Firm Certificate of Authorization.

The above exemption does not apply to landscape architecture firms.

  1. At least one Ohio registered architect or landscape architect, who is a full time employee (full time is defined as working 30+ hours per week) must be in responsible control of the professional activities and decisions of the firm. This individual must hold a current registration in the state of Ohio.
  1. At least one Ohio registered architect, designated in responsible charge of the professional activities and decisions of the firm, is also a member of the firm's Board of Directors. This architect must hold an active registration in Ohio.

The above exemption does not apply to landscape architecture firms.

  1. The firm must hold active registration to do business in the state of Ohio with the Ohio Secretary of State.

Steps to Firm Registration

Before your firm provides architectural or landscape architecture services in Ohio, please complete the following steps:

  • Ensure that your firm meets each of the statutory ownership requirements to be eligible for firm registration. 
  • If your firm meets the ownership requirements, contact the Ohio Secretary of State, Business Services Division, in order to obtain the business/corporate forms required to do business in the state of Ohio. The Ohio Secretary of State can be reached at (614) 466-3910 or toll-free at (877) 767-3453. They also can be reached on-line at: www.sos.state.oh.us/SOS/Businesses.aspx
  • Once your firm is properly registered to do business in the state of Ohio by the Ohio Secretary of State, send the Board a completed "New Firm Certificate of Authorization Application", which can be downloaded from "Forms" link on the left hand side of this page.
  • A complete application will include the following:
    • Notarized certificate of authorization application
    • Check for $125.00, U.S. dollars only, payable to "Treasurer, State of Ohio"
    • A copy of the certificate/registration to do business in Ohio from the Ohio Secretary of State.
  • After your firm's application for a new firm certificate of authorization has been approved, you will receive a certificate permitting your firm to legally provide services in Ohio.
  • The Certificate of Authorization must be displayed in public view.
  • If the firm is providing BOTH architecture and landscape architecture services, the fee is $250.

Important Information

The cost of a new certificate of authorization is $125. The cost to renew a firm registration is $100.

All firm certificates expire on June 30 of every year. Firms will be notified via email approximately two months prior to the expiration date. Renewal forms will be made available for download on the Board website.

A "Firm Certificate of Authorization" and an architect's individual "Certificate of Qualification" (or license) to practice architecture are not the same thing.

All changes in the firm's name, address, or ownership must be reported in writing to the board within 30 days.

If a firm changes its name, it must apply for a new certificate of authorization.

Firms using a d/b/a (doing business as) name need to notify the Board in writing and the original firm name must remain actively registered with the Ohio Secretary of State.

Firms using a d/b/a should include the complete firm name, including a d/b/a name, on all contracts, letterhead and title blocks.

The use of firm or corporate seals are not permitted in Ohio. All sealed documents must bear the name and number of an active Ohio registered architect. Electronic seals are permitted in Ohio.

Failure to comply with the firm registration requirements may result in penalties, including fines, suspension, or revocation of the designated architect's license.

Firms without a current certificate of authorization are not permitted to provide architectural services in Ohio.

Firms whose registration has been cancelled by the Ohio Secretary of State will have their application or renewal held in pending status until the firm has been reinstated.

If it is determined by the Board that a firm's application does not meet the requirements, the firm may either withdraw the application and request a refund of the application fee, or request additional time in order to correct the deficiency.

Firms providing both architectural and landscape architectural services may obtain dual certification and may renew by completing one application. The Board will send a "Dual Renewal Application" form to these firms.

Frequently Asked Questions About Firm Registration

Q. What is a Sole Proprietorship?
A. A sole proprietorship is a company with one owner that is not registered with the state as a limited liability company (LLC) or a corporation. In some states, a sole proprietorship is referred to as a DBA (doing business as), as in "José Smith, doing business as Smith Heating and Air Conditioning."

Establishing a sole proprietorship is cheap and relatively uncomplicated. You don't have to file any papers to set it up -- you create a sole proprietorship just by going into business. In other words, if you'll be the only owner of the business you're starting; your business will automatically be a sole proprietorship, unless you incorporate it or organize it as an LLC.

A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. Hence, the limitations of liability enjoyed by a corporation and limited liability partnerships do not apply to sole proprietors. All debts of the business are debts of the owner. It is a "sole" proprietor in the sense that the owner has no partners.

A sole proprietorship essentially means a person does business in their own name and there is only one owner. A sole proprietorship is not a corporation; it does not pay corporate taxes, but rather the person who organized the business pays personal income taxes on the profits made, making accounting much simpler. A sole proprietorship need not worry about double taxation like a corporate entity would have to.

Most sole proprietors will register a trade name or "Doing Business As". This allows the proprietor to do business with a name other than his or her legal name and also allows the proprietor to open a business account with banking institutions.

Q. What is a Corporation?
A. What sets the corporation apart from all other types of businesses is that a corporation is an independent legal entity, separate from the people who own, control, and manage it. In other words, corporation and tax laws view the corporation as a legal "person" that can enter into contracts, incur debts, and pay taxes apart from its owners. Other important characteristics also result from the corporation's separate existence: A corporation does not dissolve when its owners (shareholders) change or die, and the owners of a corporation have limited liability -- that is, they are not personally responsible for the corporation's debts.

Q. What is a Limited Liability Company?

A limited liability company, commonly called an "LLC," is a business structure that combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation.

Like owners of partnerships or sole proprietorships, LLC owners report business profits or losses on their personal income tax returns; the LLC itself is not a separate taxable entity. Like owners of a corporation, however, all LLC owners are protected from personal liability for business debts and claims -- a feature known as "limited liability."

This means that if the business owes money or faces a lawsuit for some other reason; only the assets of the business itself are at risk. Creditors usually can't reach the personal assets of the LLC owners, such as a house or car. (Both LLC owners and corporate shareholders can lose this protection by acting illegally, unethically, or irresponsibly.)

A limited liability company (denoted by L.L.C. or LLC) in the law of many of the United States is a legal form of business company offering limited liability to its owners. It is similar to a corporation, and is often a more flexible form of ownership, especially suitable for smaller companies with a limited number of owners.

Unlike a regular corporation, a limited liability company with one member may be treated as a disregarded entity, so the member is often singled-out as a person performing the actions of the LLC.

A limited liability company with multiple members may choose, generally at the time that the new entity applies for a US federal taxpayer ID number, to be treated for U.S. federal taxation purposes as a partnership, as a C Corporation, or as an S corporation. An LLC can elect to be either "member managed" or "manager managed."

For these reasons, many people say the LLC combines the best features of the partnership and corporate business structures.

Q. What is a Partnership?
A. A partnership is a business owned by two or more people that haven’t filed papers to become a corporation or a limited liability company (LLC). You don't have to complete any paperwork to create your partnership -- the arrangement begins as soon as you start a business with another person.

Although the law doesn't require it, many partners work out the details of how they will manage their business in a written partnership agreement. If you don't create a written agreement, the partnership laws of your state will govern your partnership.

Partnerships are often favored over corporations for taxation purposes, as a partnership structure eliminates the dividend tax levied upon profits realized by the owners of a corporation.

The most basic form of partnership is a general partnership, in which all partners manage the business and are personally liable for its debts. Two other forms which have developed in most countries are the limited partnership (LP), in which certain "limited partners" relinquish their ability to manage the business in exchange for limited liability for the partnership's debts, and the limited liability partnership (LLP), in which all partners have some degree of limited liability.

Q. How should I set up my company?
A. Neither the Architects Board or Secretary of State may advise you on how to form a Corporation, a Limited Liability Company, or any form of company. The Secretary of State suggests that you consult with an attorney who can properly advise you.

Q. Who must I notify to do business in the state of Ohio?
A. Anyone who is planning to do business within the state of Ohio, using a name other than their own personal name, must register with several state agencies: this Board, the Secretary of State and the Ohio Department of Taxation.

Sole Proprietorships are not required to register with the Secretary of State. This applies to companies in Ohio and companies in other states or countries wishing to do business in the State of Ohio. Companies outside the State of Ohio usually have to include a Certificate of Good Standing from the Secretary of State or registering authority in their home state.

Q. Who do I notify to change information in the records of the Secretary of State?
A. Depending on what is changing, and how much is changing, you can file one of the various amendment forms available. A minor or single change is often done through an amendment. If several changes are involved, Amended and Restated Articles are usually filed. You also need to notify the Board and the Ohio Department of Taxation.

Q. Whom do I need to notify when a corporation is dissolved or when surrendering a license?
A. Yes, when you dissolve or surrender, notify the Board in writing. If you cease doing business, you should file the dissolution form appropriate for the type of business (i.e., Corporation, Limited Liability Company) with the Secretary of State. Obtain and file the proper form with Ohio Dept of Taxation.

 

Amy Kobe, Hon AIA  Executive Director
77 S. High Street, 16th Floor • Columbus, Ohio 43215-6108
Tel: (614) 466-2316