Register an Oklahoma Foreign LLC
An Oklahoma Foreign LLC is an LLC that originated in another state but has registered to do business in Oklahoma. For a foreign LLC to do business in Oklahoma, it will need to submit an Application for Registration of Foreign Limited Liability Company with the Oklahoma Secretary of State, pay a $300 filing fee ($312 if using a credit card), and jump through a few extra hoops before it can legally do business. The state laws of Oklahoma don't give an exact definition of what it means to do business in the state. However, if your LLC has employees, sells goods and services, applies for any local or state business or professional licenses, or owns property within the state of Oklahoma, you'll probably need to register as a foreign LLC.
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How to Register a Foreign LLC in Oklahoma
In order to conduct business in the state of Oklahoma, your LLC needs to register with the Secretary of State. This process is called foreign qualification. To register as a foreign LLC in Oklahoma, follow these steps:
1. Obtain a Certificate of Good Standing
In order to register with the Oklahoma Secretary of State, you will first need to get a Certificate of Good Standing from your home state. Essentially, your Certificate of Good Standing tells Oklahoma you’re legally allowed to do business in your home state. This certificate must be dated within the last sixty days before your Oklahoma foreign LLC application.
Though this certificate might be called something different depending on the state, such as a Certificate of Existence or a Certificate of Fact, a version of this document exists in every state/territory.
How do I get a Certificate of Good Standing?
Most states allow you to request a Certificate of Good Standing online for a small fee from the same government agency which originally formed your LLC.
2. Appoint an Oklahoma Registered Agent
In order to conduct business in Oklahoma, you will need an Oklahoma Registered Agent. A registered agent is a person or company that resides in Oklahoma, is available during regular business hours, and has a physical address to receive an LLC’s legal mail.
Can I be the registered agent for my Oklahoma foreign LLC?
Not unless you actually live in Oklahoma and have an address there. Since Oklahoma Foreign LLC owners typically don’t live in the state, most make the wise choice and hire a Registered Agent Service.
Why hire an Oklahoma registered agent service?
Do you like privacy? Many Oklahoma registered agent services will let you use their name and address on state registration documents wherever possible, which means that your personal information stays off the public record and away from the prying eyes of spammers and scammers.
3. Complete the Application for Registration
You will have to file Oklahoma’s Foreign Limited Liability Company Application for Registration in order to complete the foreign qualification process. Even if you’ve completed foreign LLC applications in other states, keep in mind requirements can change slightly from state to state. The list below is everything you will need to complete your Oklahoma application.
- Certificate of Good Standing from your home state
- The name of your LLC (which must contain the words: limited liability company, limited company, LLC, LC, L.L.C., or L.C.)
- The name your LLC will use in Oklahoma, if different
- State of original formation
- Date of original formation
- Name and address of your Oklahoma registered agent
- Address of your principal office
- Email address of your business’s primary contact
- An authorized signature
If you’re ready to get started, you can Register Your Foreign LLC in Oklahoma now with Northwest.
How much does it cost to file a foreign LLC Registration Application in Oklahoma?
Mailed or faxed filings: $300
Online filings: $312
Hand-delivered filings: $325
How do I file my Oklahoma Foreign LLC Registration Application?
You can file online, by fax, in person, or through the mail. If you file through the mail, take note of the last page of the PDF Application, where you are given the option to receive your approved documents via email.
Online: Oklahoma Secretary of State
By mail or in person:
Oklahoma Secretary of State
421 N.W. 13th, Suite 210
Oklahoma City, Oklahoma 73103
Fax: (405) 521-3771
Do foreign LLCs need to file Articles of Organization in Oklahoma?
No. Foreign LLCs in Oklahoma only file the foreign LLC Application for Registration, not Articles of Organization.
4. Receive Your Foreign Registration Documents
If you don’t want to wait for your filed documents to be mailed to you, you can fill out the request at the back of the registration application to receive the documents electronically. Once your application is approved, you will be able to find it in your online account and through the Oklahoma business entity search.
How long will it take Oklahoma to process the Foreign LLC Registration Application?
Mailed filings can take up to 10 business days to be processed. Online filings take 2 business days.
Oklahoma Foreign LLC Registration FAQ
How do I amend a foreign LLC in Oklahoma?
You can amend your foreign LLC by filing an Amended or Corrected Application for Registration. This costs $100 to file and can be done either online or by mail.
What does doing business mean in Oklahoma?
Like most states, Oklahoma does not offer a list of what counts as transacting business in the state. Since the Secretary of State can’t comment on if your actions legally count as doing business, the best way to proceed is to check with your lawyer if you are uncertain.
However, a few things that most states consider transacting business are:
- Hiring employees
- Opening a physical shop/branch of your business
- Transacting multiple sales of the same type
- Applying for a professional license
According to OK Stat § 18-441-1403, a few things that are not legally considered to be doing business in Oklahoma are:
- Defending or settling a legal action/procedure
- Holding meetings
- Maintaining financial accounts
- Selling through independent contractors
- Holding property
Does a foreign LLC have to file an annual report in Oklahoma?
Yes. In Oklahoma, foreign LLCs must file an Annual Certificate every year with the Secretary of State on the anniversary of registration. This costs $25 per year, and you can request to be notified about your filing through email instead of the regular mail.
How are foreign LLCs in Oklahoma taxed?
Foreign LLCs in Oklahoma are taxed the same as any other LLC in the state. An LLC is taxed as a pass-through entity by default, meaning the business profits pass through the company and are reported on the individual members’ tax returns. An LLC can also file with the IRS to be taxed as an S-corp or a C-corp.
For more information on taxes, check out our Oklahoma tax guide.
How can I withdraw my Oklahoma foreign LLC?
The process for withdrawing your foreign LLC is simply to file a Certificate of Withdrawal with the Secretary of State. It costs $100 to file. It should be noted that withdrawing your LLC in Oklahoma does not change the status of the LLC in the state where it was originally formed.