How to Incorporate in Oklahoma!
Oklahoma Secretary of State – Business Filing Department
State Capitol Building
2300 North Lincoln Boulevard – Room 101
Oklahoma City, OK 73105-4897
Statutory Authority: Oklahoma General Corporation Act — Okla. Stat. Tit. 18 § 22 (2012)
Oklahoma Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Oklahoma Secretary of State.
Oklahoma Certificate of Incorporation
The following information is legally necessary and sufficient to for a for-profit corporation in Oklahoma:
1. Company name
2. Registered agent name and address
3. Email address of primary contact
4. Duration if other than perpetual
5. Business purpose
6. Number, class, and par value of authorized shares
7. Name and mailing address of each incorporator
8. Name and mailing address of directors if the powers of the incorporator will terminate upon filing of the Certificate of Incorporation
9. Signature of each incorporator
Oklahoma Incorporation Fee Schedule
Application for Reservation of Name: $10.00
Certificate of Incorporation: $50.00 minimum (based on authorized capital)
Certificate of Qualification: $300.00 minimum (based on authorized capital)
Expedited Service: $25.00
Certified Copy: $10.00
Certificate of Dissolution: $50.00
Your company name must end with a corporate designator. In Oklahoma the specific corporate designators are: “Association” “Company” ” Corporation” “Club” “Foundation” “Fund” “Incorporated” “Institute” “Society” “Union” “Syndicate” “Limited” “Co.” “Corp.” “Inc.” “Ltd.”
Conduct an entity name search on the Oklahoma Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 60 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Oklahoma requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Oklahoma resident or active Oklahoma business entity that has an Oklahoma street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Oklahoma resident and have an Oklahoma street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Oklahoma corporation. Nevertheless, Oklahoma permits you to add other provisions to your Certificate of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Pay annual Business Activity Tax.
Registering as a Foreign Entity
1. Complete the “Certificate of Qualification.”
2. Attach a certificate of good standing or certificate of existence, dated within the last 60 days, issued by an authorized officer of the corporation’s state of incorporation.
3. Submit the completed documents, along with the filing fee, to the Oklahoma Secretary of State.
Dissolving an Oklahoma Corporation
1. If you have not yet commenced business, complete the “Certificate of Dissolution (Before the Issuance of Shares or Beginning Business).”
2. If you have already commenced business, complete the Certificate of Dissolution (Oklahoma Profit Corporation).”
3. Submit the appropriate document, along with the $50.00 filing fee, to the Oklahoma Secretary of State.