Everything You Need to Know About Oklahoma Corporations:
Oklahoma Incorporation Options
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How to Incorporate in Oklahoma
To start a corporation in Oklahoma, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Incorporation with the Secretary of State. You can file this document online, by mail, or in person. The certificate costs a minimum of $50 to file. Once filed with the state, this document formally creates your Oklahoma corporation.
Per 18 OK Stat § 18-1022 (2019), every Oklahoma corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your certificate wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://www.sos.ok.gov/corp/corpNameAvailability.aspx and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Oklahoma Certificate of Incorporation. Follow along with our filing instructions below:
Filing the Oklahoma Certificate of Incorporation
Learn more about each Certificate of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Oklahoma business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Benefit Corporation
The Oklahoma Secretary of State uses the same form for both regular and benefit corporations, so you’ll need to tick the appropriate box at the top of the form. Benefit corporations have the purpose of creating general public benefit, which the state defines as having “a material positive impact on society and the environment.” Benefit corporations are formed under the Oklahoma Benefit Corporation Act and subject to some different requirements, such as annual benefit statements. Tip: Most corporations are not benefit corporations.
2. Business Name
Your name must include one of the following words: Association, Company, Corporation, Club, Foundation, Fund, Incorporated, Institute, Limited, Society, Syndicate, or Union. Or, use one of the following abbreviations: Co., Corp., Inc., or Ltd. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
3. Registered Agent and Registered Office.
For your Oklahoma registered agent, you can list an individual Oklahoma resident (such as yourself) or a business that provides registered agent service (like Northwest). Your registered office is the Oklahoma street address where your agent accepts legal notifications during regular business hours. This address, like all the information in your certificate, will become part of the permanent record of your corporation. Tip: Not keen on giving up your privacy and availability? Hire Northwest and our Oklahoma office will be your registered office.
4. Email Address
This email address will become part of the permanent public record as well. The state uses this email to send your Annual Franchise Tax notifications. Tip: At Northwest, we allow our clients to list our email address (and avoid an inbox full of spam).
Want your corporation to continue indefinitely? Skip this section. If you’d prefer to set a self-destruct timer on your business, enter how many years you want your corporation to exist. Tip: Most corporations skip this section.
What is your Oklahoma corporation going to do exactly? The answer to this question is your business purpose. You don’t have to agonize over how to summarize your activities in a few choice words—the state allows standard for-profit corporations to list a general purpose. You can simply say your purpose is “to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma.”
7. Authorized Capital
For each class or series of shares, list the number of shares you’re creating and their par value. Par value (also called “face value”) is the price listed on stock certificates and is typically the lowest value at which a share can be traded.
8. Oklahoma Incorporator(s)
Your incorporator signs your Certificate of Incorporation. You must have at least one incorporator, but it doesn’t have to be a director, officer or anyone in your corporation (just someone you authorize to submit your certificate). Incorporators must include their names and mailing addresses. Tip: We’ll be your incorporator when you hire Northwest to form your Oklahoma corporation.
List the names and mailing addresses of your Oklahoma corporation’s directors. Prefer not to list your personal home or office address on this public filing? When you hire Northwest, you can list our address here for your mailing address.
Your Certificate of Incorporation must be signed by each of the incorporators listed in Article 7 on the form.
Why Have a Registered Agent Form Your Oklahoma Corporation?
Professionals in Oklahoma hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Oklahoma City. We’re on a first name basis with the people who work in the Department of the Secretary of State. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Oklahoma City registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Tulsa, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Oklahoma. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Oklahoma Corporation Is Formed?
After your Oklahoma Certificate of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Oklahoma corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You’ll also need an EIN to use the state’s Oklahoma Taxpayer Access Point (OkTAP) for state taxes. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Oklahoma corporation?
For corporations formed under the Oklahoma General Corporation Act, there’s no specific statute that says you must create bylaws. Instead, 18 OK Stat § 18-1013 (2019) notes that bylaws MAY be adopted. However, drafting bylaws is a good idea (and common practice). Any corporate bylaws you create should be kept with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster.
Oklahoma bylaws can make other provisions as well, assuming additions are in accordance with state law.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Oklahoma corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Oklahoma organizational meetings?
Per 18 OK Stat § 18-1012 (2019), the organizational meeting requires at least 2 days written notice, which should include the time, place and purposes of the meeting. Notice can be waived, however. The meeting doesn’t have to be held in Oklahoma.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Oklahoma corporation?
To open a corporate bank account in Oklahoma, you’ll need to bring the following with you to the bank:
A copy of the Oklahoma corporation’s Certificate of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Oklahoma Reports & Taxes
In Oklahoma, corporations file an annual report each year, along with a state franchise tax. Corporations are also subject to additional state taxes, including a corporate net income tax.
What is the Oklahoma Annual Report and State Franchise Tax?
The Oklahoma Annual Franchise Tax is a combination of an annual report and an annual tax. It can be filed online or by mail. For the annual report part, you have to list the current contact information for all your corporate officers. For the annual tax part, you’re subject to taxes on capital used or invested in the state.
Don’t have much capital in Oklahoma? If you have $200K or less in capital used or invested in the state, you don’t owe any taxes (but you still have to file a schedule of corporate officers).
How much is the Oklahoma Annual Report and State Franchise Tax?
For every $1,000 of revenue your business earns, Oklahoma’s Annual Franchise Tax will charge you $1.25. If your total tax due is $250 or less, you will be exempt from paying the tax. However, you will still be required to submit the tax return. The maximum franchise tax a corporation will pay is $20,000.
When is the Oklahoma Annual Report and State Franchise Tax due?
Your filing is due July 1st. Forget to file? After September 1st, you’ll pay a 10% penalty AND incur a 1.25% fee every month you’re late.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Oklahoma Annual Report and State Franchise Tax filings. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus the state fee and any tax owed.
What should I know about Oklahoma corporate taxes?
In addition to the Annual Franchise Tax (described above), Oklahoma has a corporate net income tax. The rate is a flat 6%.
The state sales tax rate is 4.5%. However, cities and counties are allowed to tack on additional local sales taxes as well. To get an idea of what customers actually pay at the counter, below are the total sales tax rates in Oklahoma’s 5 largest cities:
Oklahoma City: 8.63%
Broken Arrow: 8.42%
Do corporations have to register with the Oklahoma Tax Commission?
Yes, if you conduct business in Oklahoma, you’re required to register with the Oklahoma Tax Commission. You can register on OkTAP. You’ll need your EIN before you can register.
Oklahoma Corporation FAQs
How can I submit the Oklahoma Certificate of Incorporation?
You can file for your Oklahoma Certificate of Incorporation online, by mail, or in person. Mailed and in-person filings must be submitted to the following address:
Oklahoma Secretary of State
421 N.W. 13th, Suite 210
Oklahoma City, Oklahoma 73103
How much does it cost to start an Oklahoma corporation?
At least $50. This is the minimum fee for filing an Oklahoma Certificate of Incorporation. However, if your corporation has more than $50K of authorized capital, the filing fee increases by $1 for every $1K of capital. Paying online with a credit card? You’ll also pay a 4% processing fee.
Hire Northwest and your total out-the-door cost is $280. We prepare and file your Certificate of Incorporation, give you a full year of registered agent service, and help you get started with tools and forms, including corporate bylaws and a business address. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start an Oklahoma corporation?
If you really need your filing processed the same day, you’ll have to file in person and pay an extra $25 fee. A much easier, cheaper (and nearly as fast) option is filing online, which takes about 3 days. If you submit your Certificate of Incorporation by mail, you’ll receive your approval in a week or two.
If you hire Northwest to start your corporation, we file online and typically have your Oklahoma corporation formed within 3 business days.
Does an Oklahoma corporation need a business license?
The state doesn’t have a general business license requirement. Various state departments, however, license a variety of specific business activities, from electrical repair to auctioneering.
Cities and counties have their own licensing requirements as well. For instance, Tulsa requires licenses for a handful of businesses, such as pawnbrokers and taxi services.
For some license applications you may need an EIN or a certified copy of your Certificate of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Oklahoma corporation?
A corporation formed outside of Oklahoma—but which conducts business in the state—is considered a foreign Oklahoma corporation. For example, if you incorporated in Missouri but decide to open a storefront in Oklahoma, you would be a foreign Oklahoma corporation. This also means you would need to register with the state by filing an Oklahoma Certificate of Qualification with the Oklahoma Secretary of State. Foreign corporations are required to file the Oklahoma Annual Business Activity Tax Return by July 1st every year, as well as pay a minimum of $125 in fees to the Oklahoma Tax commission.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an Oklahoma nonprofit requires a different form. The filing fee is lower as well. Oklahoma nonprofits do not file the state’s franchise tax but must file Form 512-E (the Oklahoma Return of Organization Exempt from Income Tax) annually within 4 1/2 months of the end of its fiscal year.
How to Order Oklahoma Incorporation Service
Our OK incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Oklahoma Certificate of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Oklahoma Secretary of State has approved your filing, we notify you that your Oklahoma corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.