Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.
When incorporating in Oklahoma with LegalZoom, we not only file your articles of incorporation with the Oklahoma Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Oklahoma corporation.
Oklahoma Incorporation Information
Incorporating in Oklahoma
Choosing a business name is one of the principal steps of forming your Oklahoma Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Oklahoma business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that the Oklahoma corporation is another business entity or that it is organized for a purpose other than that permitted by state law and its certificate of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following words, or words or abbreviations of like import without punctuation in another language (in Roman characters):
Additionally, Oklahoma law governs the use of trade names, which are also required to be distinguishable from most other Oklahoma corporations and business entities.
Certificate of Incorporation:
In order to incorporate in Oklahoma, a certificate of incorporation must be filed with the Oklahoma Secretary of State. The Oklahoma General Corporation Act requires that certain information be included in your certificate of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: One incorporating in Oklahoma must be a natural person, partnership, association or corporation.
- Listing Requirements - The name and mailing address of each incorporator must be listed.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The certificate of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Not required to be listed in the certificate.
Other Required Information in the Certificate of Incorporation:
- The total number of shares that the corporation is authorized to issue.
- The par value of each share (or a statement that the shares have no par value) or, of applicable, the number of shares and par value of each class of shares.
- The address, including the street, number, city and county, of the corporation's registered office in the state, and the name of the corporation's registered agent at such address.
- The nature of the business to be conducted or promoted.
- If the powers of the incorporator(s) are to terminate upon filing the certificate, the names and mailing addresses of the persons who are to serve as initial directors.
- Nonprofit corporations may be required to include additional information.
Oklahoma also permits additional provisions to be included in the certificate of incorporation, such as:
- Provisions for managing the business and regulating the affairs of the corporation.
- A specific provision authorizing a court to order a meeting between the corporation and its shareholders or creditors in certain situations.
- Preemptive shareholder rights.
- Changing the number of votes required for corporation action.
- The duration of the corporation, if not perpetual.
- Personal liability of shareholders for corporate debts in certain situations.
- Limitations on a director's liability for money damages to the corporation or its shareholders in certain situations.
Generally, bylaws are written to manage the corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. LegalZoom will provide customized bylaws for your Oklahoma incorporation based on the operation requirements that you specify.
The incorporators, initial directors or board of directors (prior to any payment of stock to the corporation) must adopt initial bylaws for the corporation.
Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. One of the officers must be given the responsibility of recording the proceedings of the directors' and shareholders' meetings. Any officer may hold more than one office in the corporation, unless the certificate or bylaws provides otherwise.
Every Oklahoma corporation must have a registered agent in Oklahoma -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must maintain a business office that is identical to the registered office and open during regular business hours, and must be either: (1) an individual resident of the state, (2) the corporation itself or (3) a corporation, limited liability company or limited partnership with authority to transact business in the state.
Under Oklahoma law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Oklahoma Tax Commission each year either (1) between July 1 and August 31 or (2) by the corporation's income tax return deadline, depending on the corporation's election. This report must indicate:
Income Tax Rate:
- The amount of its authorized capital stock, interests, certificates, or other evidence of interest or ownership.
- The amount thereof then paid up.
- The number of units into which the same is divided.
- The par value of each unit and the number of such units issued and outstanding.
- The location of the office or offices.
- The value of all property owned or used in its business and wherever located.
- The value of all property owned or used in its business within the state as it existed on the last day of the tax year.
- The total amount of all business wherever transacted during the tax year.
- The total amount of business transacted within the State of Oklahoma during such year.
- The names of its officers and the residence and post office address of each as the same appear of record on the last day of the tax year, based upon the election by the taxpayer regarding the due date for payment of tax.
- Additional information as the Oklahoma Tax Commission may require.
For information on the Oklahoma state income tax rate, visit: http://www.oktax.state.ok.us/oktax/
S corporation status is recognized by the State of Oklahoma.