How to Form an Oklahoma Corporation

What are the requirements for S corporation status?

• A domestic corporation
• No more than 100 shareholders
• Shareholders are individuals, certain trusts, or estates (not corporations or partnerships)
• No nonresident alien shareholders
• Only one class of stock
• Not certain types of corporations (banks, insurance companies, etc.)

When to choose S corporation status

• You expect business losses in early years (losses pass through to offset other income)
• You want to avoid double taxation
• Your business meets all eligibility requirements
• Shareholders are in lower tax brackets than the corporate rates

Why incorporate in Oklahoma?

A corporation is a separate legal entity distinct from its owners (the shareholders). This business structure provides several key features that make it attractive to entrepreneurs:

• Asset protection. As a separate legal entity, a corporation limits its owners liability. It can enter into contracts, own property, and sue and be sued all in its own name. 
• No franchise tax. Oklahoma repealed its franchise tax for corporations in 2024.
• Tax advantages. Corporations have the potential to save on taxes through income splitting and deductible business expenses.
• Greater appeal to outside investors. Corporations can issue shares of stock, which makes them more attractive to investors and offers more opportunities to raise capital. 
• Perpetual existence. Unlike sole proprietorships and partnerships, a corporation continues even if ownership changes. 
• Enhanced credibility. The corporate structure often provides added credibility in the eyes of customers, vendors, and lenders.
• Employee benefits. Corporations can offer employee benefit plans that come with tax advantages.
• State and tribal incentives. Oklahoma provides a huge variety of incentives for small businesses based on industry, business size, business location, and demographics of the business owners. Tribal governments may offer their own additional incentives, for example, the Choctaw Development Fund, the Cherokee Nation Small Business Assistance Center, and the Cheyenne and Arapaho Department of Business.

How to start a corporation in Oklahoma: A step by step guide

You can form a corporation in Oklahoma by filing a certificate of incorporation (also known as articles of incorporation) with the Secretary of State (SOS). This is an extremely important legal document that validates your corporation's legal existence. But before you can file, you need a unique business name and a registered agent. 

Step 1: Choose a business name

Oklahoma, like most U.S. states, has rules for business names that help to avoid unnecessary confusion in the marketplace. These are the two most important requirements:

1. Uniqueness. The name must be reasonably different from all other business names in the Oklahoma Secretary of State’s records. 
2. Restricted words. No business name can include the words "savings and loan," "building and loan," "savings association," "savings bank," or a combination of those words without permission from the proper authorities. 

You can check to see if your desired business name is available by conducting an Oklahoma entity search through the Secretary of State's website. The name is most likely available if you can’t find it in their records. 

If you’re worried someone else might take the name while you prepare your certificate, you file a name reservation with the SOS for a fee of $10. You can file by mail or online and the reservation can even be renewed for another 60-day period. 

Step 2: Appoint a registered agent

Every Oklahoma corporation needs to appoint a registered agent to accept service of process on behalf of the business, including lawsuits, demands, and other legal notices. Oklahoma has a few laws about who can serve this role. They must be one of the following:

• An individual who resides in Oklahoma
• A corporation, limited liability company, or limited partnership authorized to do business in Oklahoma
• The corporation itself, if it is domestic

These agents have a few basic responsibilities:

• Maintain a “registered office” at a physical street address (not a P.O. box) in Oklahoma
• Be available at the registered office during normal business hours (typically Monday to Friday, 9 a.m. to 5 p.m.) 
• Receive service of process and other official documents for the business
• Forward documents to the corporation in a timely manner

The purpose of this role is to ensure businesses can be served timely legal notices like subpoenas and lawsuits. That said, a professional registered agent service might also offer additional services. For instance, LegalZoom offers compliance reminders and unlimited cloud storage.

Step 3: Establish a stock structure

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 don’t.

Here are Oklahoma’s stock structure requirements:

• The certificate of incorporation must state the total number of authorized shares of stock and their par value (its face value, often unrelated to the market value) or that there is no par value.
• Par value is a dollar value assigned to each share. Many corporations choose "no par value" for flexibility.
• If there’s more than one class or series of stock, the certificate needs to 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.
• Different classes may have different voting rights, dividend preferences, or liquidation preferences.

Step 4: Prepare and file the certificate of incorporation

The corporation's existence begins when you file and the SOS accepts your certificate of incorporation. Here’s what you’ll need:

• The name of the corporation
• The registered agent’s name and street address
• A primary email address for the business
• The corporation's end date (if there is one)
• Its business purpose (just a short statement)
• Stock structure (class, number, and value of shares)
• The names and addresses of incorporators (person filing the form)
• The names and addresses of directors (if you’ve appointed them)
• The incorporator’s signature

File the certificate of incorporation online through the Oklahoma Secretary of State's website or by mail to the Business Filing Department. The filing fee is based on the total authorized capital (TAC) of your shares. Calculate the TAC by multiplying the number of shares by the value of each share. If your TAC is $50,000 or less, the filing fee is $50. If it’s more than $50,000, add $1 for every extra $1,000.

Step 5: Name initial directors

Corporate directors are responsible for the overall corporate policies and strategy. They oversee the corporation’s management and make big-picture decisions. Your certificate of incorporation can name the directors or your incorporator can choose them after.

Requirements for directors in Oklahoma:

• There must be at least one director.
• A director must be a natural person (not a corporation or other entity).
• The number of directors should be established by the certificate of incorporation or bylaws.
• Additional qualifications for directors can be specified in the certificate of incorporation or bylaws.

Step 6: Draft and adopt corporate bylaws

A corporation's bylaws typically contain rules and procedures for how the corporation will operate. The bylaws are internal governing documents that you don’t need to file with the Oklahoma Secretary of State.

Here are some of Oklahoma’s rules for bylaws:

• 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 Oklahoma law or the certificate of incorporation.
• Before a corporation receives payment for stock, either the incorporators or directors may adopt bylaws for the corporation. 
• After the corporation receives payment for stock, the shareholders hold the power to adopt, amend or repeal bylaws shall be in the shareholders entitled to vote.

These are some common provisions to include in your bylaws:

• Board of directors composition 
• Procedures for shareholder and director meetings
• Voting requirements
• Officer roles and responsibilities
• Stock transfer restrictions
• Amendment procedures
• Indemnification provisions

If you choose to draft your own bylaws, it's best to have a business attorney review them to ensure they are effective and consistent with Oklahoma law. Or, you can use LegalZoom’s bylaw service that includes drafting, reviewing, and delivering your bylaws to you. 

Step 7: Obtain an employer identification number (EIN)

Even if they don't plan to have employees, your company needs to get an employer identification number (EIN) to comply with federal regulations. This number acts as your federal tax ID number and lets the Internal Revenue Service (IRS) identify your company for tax and other purposes.

You can apply for an EIN directly through the IRS website for free or have LegalZoom apply for you. 

Step 8: Open a business bank account

This step is vital to maintain your limited liability status and protect your personal assets. A separate business bank account will also help ensure your business keeps proper financial records.

Here’s what you’ll generally need:

• Certificate of incorporation
• EIN
• Corporate bylaws
• Board resolution authorizing account opening
• Identification for authorized signers

Oklahoma tax, licensing, and employer requirements

After incorporation, you may need to register for various Oklahoma state taxes and obtain business licenses.

Oklahoma Tax Commission registration

New businesses typically need to register with the Oklahoma Tax Commission (OTC) and pay the following taxes. 

• Corporate income tax: 4%
• Sales and use tax (if you sell or rent tangible goods or select services): 4.5%
• Withholding tax (if you hire employees): A portion of employees' wages paid directly to the state on a monthly, quarterly, or biweekly basis. The OTC has helpful tables that you can use to calculate your withholding amount.
• Unemployment insurance taxes (if you hire employees): 3.1% in 2025. Register for unemployment taxes with the Employment Security Commission if you pay $1,500 or more in wages in a calendar quarter or if you’ve employed someone for at least one day a week for a total of 20 weeks. 

Employer requirements 

In addition to withholding and unemployment taxes, businesses need to report any new hires and employee wages to the Employment Security Commission. Luckily, there’s an online portal that can simplify this process. 

Business licenses

You may also need specific licenses and permits from state or local authorities depending on your business type and location. 

• Sales or use permit. Businesses that will pay sales and use tax also need a sales or use permit. It costs $20 plus a handling fee and you can obtain one from the OTC.
• Professional licenses and permits. The Oklahoma Business Hub has a helpful page on licences and permits that you can use to learn whether or not you need to obtain a license and/or permit and which one. 
• Local licensing. Certain cities/counties also require permits or licenses for select activities. Check your local municipality’s website to learn what you need to start operating in your area.
• Tribal business licenses. If you plan to operate within a tribal nation, you may need a license from the tribal government. You can find guidance on the specific tribal nation website or check with a local office for details.

Start your Oklahoma corporation with LegalZoom

There's a reason more than 4 million businesses have chosen LegalZoom to help them get off the ground. Our incorporation services offer a fast, easy, and affordable way to form your Oklahoma corporation.

Here are some of the perks:

• Streamlined process. LegalZoom combines technology and expertise to take the guesswork (and paperwork) out of business formation. Our online process can help you start your corporation in minutes.
• Expert support. All of our corporation formation packages include a meeting with a small business specialist and a consultation from 1-800Accountant. Our Premium plan includes 30 days of unlimited attorney consults on new legal questions, plus attorney review of your contracts and documents.
• A full suite of services. Beyond just incorporation services, LegalZoom supports all your business filing needs. We provide year-round compliance management, bookkeeping tools, dedicated business attorneys, registered agent services, and trademark registration.