Yes, an out-of-state statutory trust (such as a Wyoming Statutory Trust) or a specific series created within it can legally hold an ownership interest in an Ohio LLC.
How the Ownership & Structure Works
- Entity Ownership in Ohio: Under Ohio Revised Code (ORC § 1706.01), Ohio law defines a “person” capable of holding an interest in or forming an LLC to include any entity, trust, or series thereof. This means an out-of-state trust or one of its series is legally permitted to serve as a member/owner of an Ohio LLC.
- Wyoming Statutory Trust Capability: Wyoming law (W.S. § 17-23-101 et seq.) allows statutory business trusts to hold, manage, and operate assets—including equity in other entities like LLCs—and to partition assets/liabilities using series structures.
- Holding Ohio Real Estate:
- Indirect Ownership (Recommended): The Wyoming Statutory Trust (or its series) owns 100% of the Ohio LLC, and the Ohio LLC holds the title to the Ohio real estate. This is the standard structure because the local Ohio LLC handles state filings, contracts, and property operations directly within Ohio.
- Direct Ownership: If the Wyoming trust or series holds the Ohio real estate directly (rather than through the Ohio LLC), the foreign trust/series may be required to register as a foreign entity doing business with the Ohio Secretary of State.
Key Legal & Practical Considerations
| Aspect | Considerations |
|---|---|
| Asset Protection & Liability Shields | To ensure liability walls between the series and the LLC remain intact, you must maintain separate records, books, and bank accounts for each series and entity. |
| Foreign Entity Registration | An Ohio LLC operating in Ohio registers locally. However, if the Wyoming parent trust directly conducts business or signs deeds in Ohio, check if foreign registration with the Ohio Secretary of State is required. |
| Banking & Tax Filing | Pass-through taxation and federal Tax ID (EIN) assignments require careful coordination between the Wyoming trust, its internal series, and the single-member or multi-member Ohio LLC. |
Disclaimer: Entity structuring across state lines involves complex tax, legal, and asset protection implications. It is strongly advised to consult an attorney licensed in business/real estate law in Ohio and Wyoming, as well as a qualified CPA.