Benefits of a Corporation
A corporation provides its owners with limited liability for the corporation’s financial obligations. This means that if the corporation is sued or cannot pay its creditors, the owners—company shareholders—cannot lose more than what they have invested in the company. In other words, their personal assets, such as houses and cars, are not at risk. Other benefits of a corporation may be tax savings and greater appeal to outside investors.
Requirements for Incorporating in Oklahoma
Preparing Your Certificate of Incorporation
To form a corporation in Oklahoma, you must file a certificate of incorporation with the Secretary of State and pay a filing fee. The corporation’s existence begins when you file the certificate. The minimum information that must be included in the certificate of incorporation is as follows:
- Name of the corporation
- Corporate purpose
- Stock structure
- Names and addresses of incorporators
- Names and addresses of directors, if incorporators’ powers will terminate upon filing of the certificate
- Registered agent and registered office
A corporation can offer different types of stock, called classes or series. These classes can offer different rights to their shareholders, for example some classes of stock may offer voting rights while others do not.
Regarding stock structure, the follow applies:
- The certificate of incorporation must state the total number of authorized shares of stock and their par value or that there is no par value. Par value is a dollar value that is assigned to each share.
- If there is more than one class or series of stock, the certificate must provide a designation for each class or series and state the number of shares in each class or series and their par value or that they have no par value.
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Naming Your Corporation
You can check the availability of your chosen corporate name by searching the Secretary of State’s website, calling or visiting the Oklahoma Secretary of State’s office.
You can reserve a name for 60 days by filing an application with the Secretary of State.
When choosing a name for your corporation, you must adhere to the following requirements:
- Your corporation’s name must contain one of these words or abbreviations: “association,” “corporation,” “incorporated,” “company,” “club,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” “limited,” “corp.,” “inc.,” “co.” or “ltd.”
- The name must be distinguishable from the names of other entities in the records of the Secretary of State.
An incorporator signs the certificate of incorporation and files it with the Secretary of State. In Oklahoma, any person, partnership, corporation or association may serve as incorporator.
You must meet the following requirements when specifying incorporators:
- The incorporators’ names and addresses must be listed in the certificate of incorporation.
- There must be at least one incorporator.
- If the certificate of incorporation does not list the corporation’s initial directors, the incorporators may do whatever is necessary to manage the corporation’s business until directors are chosen, including electing directors and adopting bylaws.
Stating a Corporate Purpose
You can state your corporation’s purpose in general terms to provide your corporation with flexibility in case its business changes in the future. It is sufficient to say that the corporation’s purpose is “to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma.”
Corporate directors are responsible for overall corporate policies and strategy and oversee management of the corporation’s business. Directors may be named in the certificate of incorporation, or they may be elected by the incorporators after the certificate is filed. If the owners want the incorporators’ powers to terminate upon filing the certificate, the directors must be named in the certificate.
When specifying directors for your corporation, you must meet the following requirements:
- There must be at least one director. Although Oklahoma state law does not prescribe a maximum number of directors, the number of directors should be established by the certificate of incorporation or bylaws.
- A director must be a person. Additional qualifications for directors can be specified in the certificate of incorporation or bylaws.
Specifying a Registered Agent and Registered Office
Every corporation must have a registered office and a registered agent. The registered agent accepts service of lawsuits, demands and notices on behalf of the corporation.
When specifying a registered agent for your corporation, you must meet these requirements:
- The certificate of incorporation must list the name of the registered agent and the street address of the registered office. The registered office must be the business office in Oklahoma where the agent can be found during normal business hours.
- A registered agent may be an individual who resides in Oklahoma or a corporation, limited liability company or limited partnership. A corporation may act as its own registered agent.
Determining Incorporation Bylaws
A corporation’s bylaws typically contain rules and procedures for operating the corporation. The bylaws may include any provision relating to the business of the corporation, the conduct of its affairs or the rights or powers of the corporation or its directors, officers, shareholders or employees. The bylaws cannot contain anything that is inconsistent with the law or the certificate of incorporation.
Either the incorporators or directors may adopt bylaws for the corporation. Bylaws are not filed with the Secretary of State. Costs of Incorporating in Oklahoma
The Oklahoma Secretary of State requires a fee when filing a certificate of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
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