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How To Withdraw A Foreign Oklahoma LLC Or Corporation


Oklahoma Department of State Certificate of Authority Cancellation Requirements and Instructions

Foreign LLC registered in Oklahoma:

To cancel your foreign LLC in Oklahoma, you must complete and submit the Application for Withdrawal of a Foreign Limited Liability Company form by mail, in person or by fax to the Oklahoma Secretary of State, with the filing fee.

Foreign corporation registered in Oklahoma:

To withdraw your foreign Corporation in Oklahoma, you must complete and submit Certificate of Withdrawal form by mail, in person or by fax to the Oklahoma Secretary of State, with the filing fee.

Foreign Oklahoma LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Oklahoma?

To withdraw your foreign corporation or foreign limited liability company in Oklahoma, there is a $100 filing fee.

Oklahoma registered agent resignation may also be necessary.

Do you need a Oklahoma Department of Revenue clearance first?


How long does it take the state to process the withdrawal filing?

Your withdrawal will be processed in one week or ten days.

What agency do you need to file the withdrawal with?

Oklahoma Secretary of State
Business Filing Department
2300 N. Lincoln Blvd., Room 101
Oklahoma City, OK 73105-4897
(405) 521-3912
Fax:  (405) 521-3771

What happens if you don’t file an application for a certificate of withdrawal and just let your annual report go unfiled?

A foreign Limited Liability Company will have its status with the Oklahoma Secretary of State listed as “Not in Good Standing” if it becomes 60 days delinquent with its annual report and will be cancelled by the Oklahoma Secretary of State if it becomes three years delinquent with its annual reports and fees.

If you just don’t file a annual report, do you lose your authority to do business in Oklahoma?

Yes, a foreign entity that has been administratively revoked may not carry on any business except that necessary to wind up its business affairs in Oklahoma.

What is the story with annual reports for businesses in Oklahoma?

Domestic and foreign LLCs in Oklahoma file with the Secretary of State an annual report that is called an Annual Certificate. They are due by the last day of their registration month. Foreign corporations file the Annual Business Activity Tax Return. All entities file this form on July 1 of each year, but it is sent to the Oklahoma Tax Commission rather than the Secretary of State.

What is the OK Annual Business Activity Tax Return?

Oklahoma had a business franchise tax that all corporations had to pay annually to the Oklahoma Tax Commission. In 2010 Oklahoma placed a three-year moratorium on the franchise tax and replaced it with an Annual Business Activity Tax Return (BAT) that every entity has to file. It is due on the first of July but is not delinquent until September 15th. For Limited Liability Companies, the annual tax payment that goes with the BAT is $25. This replaces the Annual Certificate fee for LLCs. Now when they file their annual certificate they claim the fee exemption for paying it with the BAT. Corporations pay $1.25 for each $1000 of business capital invested or used in Oklahoma, or $25, whichever is greater. This was the formula for figuring franchise tax. Foreign corporations in Oklahoma must also add an extra $100 for a registered agent fee. After September 15th any delinquent entity will have a 10% penalty assessed to their tax plus a monthly interest rate of 1.25% will be charged. The Oklahoma Tax Commission can order a suspension of a business’s authority in the state until it files delinquent returns and pays all owed taxes.

The Oklahoma Tax Commission works closely with the Oklahoma Secretary of State when dealing with businesses that do not file and pay their Annual Business Activity Tax. The Tax Commission notifies the Secretary of State when a corporation or LLC is delinquent so that the status is change to “Not in Good Standing.” Eventually a corporation that ignores the BAT will be suspended by the Tax Commission and will order an administrative dissolution from the Oklahoma Secretary of State. In the past with the franchise tax, a business that pays all back taxes, penalties and interest to the Tax Commission within three years, is returned to “Good Standing” by the Secretary of State.  The BAT form will be in your online account for your convenience if you hire us as your Oklahoma registered agent.

Where do I send the Annual Business Activity Tax Return and Fee?

Oklahoma Tax Commission
P.O. Box 26930
Oklahoma City, OK 73126-0930
(405) 521-3160
E-mail:  [email protected]

If you just don’t file a annual report, do you lose your authority to do business in Oklahoma?

Once your annual certificate becomes three years delinquent, the foreign LLC is automatically cancelled and you shall not conduct business in Oklahoma.

What are the late fees and penalties to re-register a foreign business in Oklahoma?

The Foreign LLC in Oklahoma only needs to file delinquent annual certificates and pay the delinquent fees for each year due and file an Application for Reinstatement. There is no fee for the application. The annual fee is $25, payable to the Secretary of State, plus the $2.50 penalty and 1.25% monthly interest.

A suspended foreign corporation must file delinquent BATs and pay all fees, penalties and interest to the Tax Commission, totaling a minimum of $160 per year, to return to good standing. After three years a foreign corporation will be cancelled by the Oklahoma Secretary of State and the only option in to start over.

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