Register a Foreign Corporation in Oklahoma
To register a foreign corporation in Oklahoma, you must file an Oklahoma Certificate of Qualification with the Oklahoma Secretary of State and pay a minimum fee of $300. You can submit the document by mail, online, or in person.
Read on for more information about filing a Certificate of Qualification and doing business as a foreign corporation in Oklahoma. Or, sign up for our Oklahoma Foreign Corporation service, and we’ll handle your filing for you.
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Download the Oklahoma Certificate of Qualification. Fill out the form and submit it to the state.
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Filing an Oklahoma Certificate of Authority
When a company incorporated outside of Oklahoma wants to do business inside the state, it must file a Certificate of Qualification (Foreign Corporation) with the Oklahoma Secretary of State. You’ll also need to pay fees and provide documentation from the state you originally incorporated in. Your Certificate of Qualification can be filed online, in person, or by mail.
Filling out a Certificate of Qualification application means giving the Secretary of State certain details about your corporation. You’ll need to fill out the following sections of the form:
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- Benefit corporation: Check a box to indicate if your corporation has a purpose of creating a public benefit (in addition to any other purpose it was formed for).
- Name: Your corporation’s legal name as it was incorporated under. If your name is not available in Oklahoma, you’ll need to adopt a fictitious name and attach that paperwork to this application.
- State of formation: The home state, territory or jurisdiction where your business originally incorporated.
- Mailing address: Mailing address of your corporation’s principal place of business.
- Registered agent name and street address: The Oklahoma Secretary of State is the primary registered agent for all foreign corporations, but you may also designate an Oklahoma resident or a qualified professional business as an additional registered agent. Provide the name and address of that agent (no P.O. Boxes).
- Purpose: A statement reflecting the specific purpose your corporation will pursue in Oklahoma.
- Assets and liabilities: These figures must be dated within six months prior to applying for the Certificate of Qualification.
- Organization: Select a box to indicate whether you have a profit corporation or a nonprofit.
- Shares: The number of authorized shares the corporation has, divided into class, series and par value.
- Invested capital: The amount of funds, credits, property and other assets the company will invest in Oklahoma in the current fiscal year.
- Email: The address of your corporation’s primary contact.
- Signature: Your Certificate of Qualification must be signed and dated by an authorized officer of your corporation.
In addition to the information you provide on the Certificate of Qualification itself, you’ll also need to attach a current Certificate of Good Standing (also called Certificate of Existence or Certificate of Fact) from your original state of incorporation. This document verifies your corporation is current with its reporting and other obligations to that state. It must be an original copy and dated within 60 days of your application.
Corporations with names already in use in Oklahoma must complete an Oklahoma Trade Name Report and attach it to this application. You must choose a new name that is distinct from any currently in use in the state.
Submitting Your Oklahoma Certificate of Authority
You may file your corporation’s Oklahoma Certificate of Authority by mail, online, or in person.
Mail or in person filings:
Oklahoma Secretary Of State
421 NW 13th St, Suite #210
Oklahoma City, OK 73103
Online filings:
Oklahoma Secretary of State Entity Filing
The fee for a Certificate of Authority starts at $300 when filing by mail. Online filings have an additional 4% service charge to bring the minimum fee to $312, while in-person filings require a $25 per document fee for a minimum of $325.
Other filing methods are more expensive than using standard mail, but they’re also faster. Mail filings take up to two weeks to process, while online filings are processed in a day or two, and in-person filings get same-day processing.
On top of the minimum filing fee, for-profit corporations are charged an additional amount based on either their capital invested in Oklahoma or the corporation’s total authorized capital.
Technically no, because the Oklahoma Secretary of State is automatically your corporation’s registered agent, and even charges you $100 annually for the privilege. However, the Secretary of State will only receive service of process for your corporation, and only communicating by registered mail, may take longer than other registered agents to notify you about those services of process.
That’s why an additional registered agent can be useful: a quality professional registered agent service will notify you of service of process faster than the Secretary of State, and provide more services than merely letting you know when your mail has arrived.
No, there is no requirement for a foreign corporation’s Oklahoma registered agent to sign its Certificate of Authority.
No, facsimiles of signatures are permitted on your Certificate of Authority.
Hiring Northwest as Your Oklahoma Registered Agent
Choose Northwest as your Oklahoma registered agent, and you’ll pay a flat rate price of $125 annually. It’s the same price every year, with no weird fees or cancellation fees.
You’ll get an online account that tracks your report due dates, the states you’re registered in, and when your yearly service with us is up. All documents we receive locally for you will be immediately uploaded into your account for your viewing. If you get served with a lawsuit, we can email up to four people and your attorney at the same time for real time complete viewing of a lawsuit. You’ll also get Oklahoma annual report reminders and a library of pre-populated forms and their specific filing instructions.
You can also add our business identity services to help set your foreign corporation up in its new Oklahoma consumer market. A robust and localized digital presence makes your business seem more trustworthy and professional, even if you’ve only just started offering services or products. We can help you build a securely hosted custom website with an unique domain, plus give you a local phone number and up to ten email addresses to help establish your business in Oklahoma.
Doing Business in Oklahoma as a Foreign Corporation
Oklahoma state statutes don’t make any specific definitions of what doing business means in the state, so it’s often a good idea to check with a lawyer to make certain your corporation is operating legally. But in general, the following things are usually flagged as doing business in most states:
- Hiring employees
- Opening a physical location for your business in the statement
- Transacting the same type of sale multiple times
- Applying for a professional license
Meanwhile, statutes DO define a few things as not constituting doing business in Oklahoma:
- Defending or settling legal actions or procedures
- Holding meetings
- Maintaining financial accounts in the state
- Selling via independent contractors
- Holding property.
Read our guide to doing business in another state to learn more.
How do annual reports work for Oklahoma foreign corporations?
Foreign corporations must file an Annual Certificate with the Oklahoma Secretary of State every year on the anniversary of registration in Oklahoma. This costs $25 per year. Reminder notifications about the filing can be delivered through email or standard mail.
What taxes will my foreign corporation pay in Oklahoma?
By default, foreign corporations in Oklahoma pay a 4% corporate income tax rate as C-corp entities. However, a corporation may elect to be taxed as an S-corp to benefit from the pass-through taxation entities like LLCs enjoy.
For profit foreign corporations must also pay an annual $100 fee for registered agent services rendered by the Secretary of State. The fee is due every year on July 1. Your check must be made payable and mailed to the Oklahoma Tax Commission, 2501 N. Lincoln Blvd., Oklahoma City, OK 73194. You will be notified regarding this fee.
For more information, check out our Oklahoma tax guide.
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