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How To Start A Nonprofit In Oklahoma

To start a nonprofit corporation in Oklahoma, you must file the Oklahoma Not for Profit Corporation Certificate of Incorporation with the OK Secretary of State. You can file your certificate in person, by mail, or online. The certificate of incorporation costs $25 to file (plus a 4% credit card processing fee). Once filed with the state, your certificate of incorporation officially creates your Oklahoma nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.


Oklahoma Nonprofit Filing Options

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Download the Oklahoma nonprofit Certificate of Incorporation. Fill out the form and submit to the state.

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OK Nonprofit Certificate of Incorporation Requirements

To incorporate an Oklahoma nonprofit, you must complete and file the nonprofit certificate of incorporation with the Oklahoma Secretary of State. See the document below and click on any number to see what information is required in the corresponding section.

1. Name of the Corporation

Your nonprofit’s name should contain one of the following: “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” or “limited,” and the name must be distinguishable from other business entities on record with the Office of the Secretary of State. You can do a name availability search at the Oklahoma Secretary of State’s website.

2. Registered Agent and Office

Include the name and Oklahoma street address of your nonprofit’s registered agent. When you hire Northwest, our name and Oklahoma street address go here.

3. Location of Church

If your nonprofit is a church, include its Oklahoma street address here. Otherwise, leave this section blank.

4. Duration

Leave this section blank if your nonprofit will exist perpetually (with no particularly end in sight). If your organization will only exist for a limited time, however, include an end date here.

5. Nature of the Business

Describe your nonprofit’s purpose. Oklahoma only requires a general statement of purpose (and even “engage in any lawful act or activity” allowed by the state will satisfy this requirement), but the IRS is a different story. If your nonprofit intends to seek 501(c)(3) federal tax-exempt status, its certificate of incorporation should include a statement of purpose and dissolution of assets provision using the specific language provided by the IRS.

6. Capital Stock

If you’re preparing your own certificate of incorporation (instead of using the state’s form), include the following article word-for-word: “This corporation does not have authority to issue capital stock.” These words already appear on the form provided by the state.

7. Not For Profit

As with the previous section, your certificate of incorporation must contain the following (which already appears on the state’s form): “This corporation is not for profit, and as such the corporation does not afford pecuniary gain, incidentally or otherwise, to its members.”

8. Number of Trustees/Directors

Indicate how many trustees or directors your nonprofit will elect at its organizational meeting after incorporating. Your organization must elect at least one trustee or director.

9. Trustees/Directors

Include the names and mailing addresses of each individual who will serve as a trustee or director for your nonprofit. You must include information here for at least one director.

10. Incorporators

Oklahoma requires at least three incorporators to sign your nonprofit’s certificate of formation. Your incorporators don’t have to be directors, officers, or members of your nonprofit. When you hire Northwest, we’ll incorporate your nonprofit.

How Much Does It Cost To Incorporate An Oklahoma Nonprofit?

Oklahoma’s Office of the Secretary of State charges $25 to file a nonprofit certificate of incorporation. If you file online, you’ll pay a 4% credit card processing fee.

How Long Does It Take To Start An Oklahoma Nonprofit?

Oklahoma provides several filing options and processing times:

  • Fastest: File in person, pay a $25 expedite fee, and get your certificate of incorporation processed that day.
  • Fast: File online, and the state will process your certificate in around three days.
  • Routine: Mail in your certificate of incorporation, and the state should respond in a week or two.

Is An Oklahoma Registered Agent Required?

Yes, your nonprofit must appoint an individual or corporate entity as its Oklahoma registered agent. A registered agent provides a reliable channel between your organization and the state, which ensures that official state documents (including lawsuits) always go to the same place and to the same individual. You can appoint a member of your organization (such as yourself or an associate) or hire a commercial registered agent service like Northwest. Either way, your registered agent must list an Oklahoma street address on your nonprofit’s certificate of incorporation, which goes onto the public record, and the agent must actually be at that address during normal business hours.

We don’t recommend doing the job yourself, and not merely for selfish reasons. On the surface, listing a street address and just being there during business hours seems simple enough, but it comes with a bunch of unexpected hassles. Since whatever address you list is public, listing your own residential or office address means you can expect a mailbox full of junk mail and salespeople showing up unexpectedly at your door. You’ll also be tied to your desk during normal business hours instead of holding long meetings and traveling to talk with potential donors. That’s a hard commitment to make when you’re trying to manage and grow a new nonprofit.

A better solution? Hire Northwest, leave the endless waiting to us, and protect your privacy by listing our Oklahoma street address on your nonprofit’s certificate of incorporation. If your nonprofit ever gets served, we’ll scan the document and send it to you on the day we receive it.


Get a Federal EIN from the IRS

A corporation’s federal employer identification number (FEIN or EIN) is a lot like an individual’s social security number. You might be able to get by without one in certain circumstances, but establishing your organization’s legitimacy will be nearly impossible without one. You’ll need an EIN for most banks to open an account in your nonprofit’s name, to apply for federal and/or state tax exemptions, and to establish good relationships with vendors and donors.

You can get an EIN at the IRS website, or you can simply sign up for our EIN service for an additional fee when you hire Northwest.


Hold Your Organizational Meeting & Adopt Bylaws

Your Oklahoma nonprofit is required to adopt bylaws at the first official meeting of its board of directors (often called the “organizational meeting”). This is the meeting where your nonprofit votes on new board members and officers, adopts bylaws, and settles other business necessary to truly complete the incorporation process. If your nonprofit intends to seek federal tax-exempt status, make sure to ratify your bylaws before submitting the Application for Recognition of Exemption to the IRS.

Corporate bylaws differ from nonprofit to nonprofit because they address the specific needs of the organization, but they normally address issues like the terms of office for directors and officers, procedures for removing a director, voting rights, procedures for amending the bylaws, and so on. The idea is to write bylaws that anticipate the issues your nonprofit is likely to face without overly-restricting the organization’s ability to grow and adapt to new circumstances.

Writing effective bylaws isn’t easy, but Northwest can serve as a guide. When you hire Northwest, you can use our adaptable template for writing nonprofit bylaws, as well as our other free nonprofit forms, to ensure that your nonprofit starts out successfully and stays successful. We also offer a free attorney-drafted nonprofit bylaws template along with more information about adopting bylaws in Oklahoma.


Apply for Federal and/or State Tax Exemptions

Will My Oklahoma Nonprofit Be Tax-Exempt?

Not automatically. To qualify for tax-exempt status at the federal level, your nonprofit must submit an Application for Recognition of Exemption to the IRS, pay the required filing fee, and wait while the IRS examines your nonprofit’s certificate of incorporation, bylaws, history, and finances. Currently, the IRS recognizes more than two dozen types of exempt organizations (all under Section 501(c) of the Internal Revenue Code), but public charities and private foundations, which account for most nonprofits, usually seek 501(c)(3) status. If your nonprofit intends to go this route, make sure your certificate of incorporation includes the specific tax-exempt language required by the IRS. Your nonprofit must organize itself in a way that permanently dedicates its activities, income, and assets to the pursuit of one or more exempt purposes recognized by the IRS.

What About Oklahoma State Tax Exemptions?

If your nonprofit manages to obtain 501(c)(3) status from the IRS, it will also be exempt from paying the Oklahoma state franchise tax, but your organization will still need to 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. To get a sales tax exemption, if your organization qualifies, you’ll submit Form 13-16-A to the Oklahoma State Tax Commission. Learn more at Northwest’s guide to Oklahoma state tax exemptions.


Obtain OK State Licenses

Does An Oklahoma Nonprofit Need A Business License?

Oklahoma doesn’t issue a single, general business license, but various state departments, counties, and cities have licensing requirements of their own. Visit the Oklahoma Department of Commerce’s website to learn which (if any) licenses and permits apply to your nonprofit’s activities.

Do I Have To Register My Nonprofit As A Charity In Oklahoma?

If your nonprofit intends to solicit contributions in Oklahoma, it will likely need to register as an Oklahoma charity. To register, submit Form 101-01/13 (the Registration Statement of Charitable Organization) to the Oklahoma Secretary of State. There is a $15 filing fee for charities that receive (or expect to receive) $10,000 or less in annual contributions. Charities that receive more than $10,000 in annual contributions pay $65 instead.

The deadline to renew your registration depends on when you registered in the first place. Your registration is valid for a full year, so the renewal deadline is always the anniversary of the previous year’s registration (yes, that means your renewal deadline may be different each year!). The renewal fee is also either $15 or $65 depending on annual contributions received.


Open a Bank Account For Your OK Nonprofit

To open a bank account for your Oklahoma nonprofit, you will need to bring the following items with you to the bank:

  • A copy of your Oklahoma nonprofit’s certificate of incorporation
  • A copy of your nonprofit’s bylaws
  • Your Oklahoma nonprofit’s EIN

It’s wise to call your bank ahead of time to check its requirements. Some banks may require you to bring a resolution authorizing you to open a bank account in your nonprofit’s name (particularly if your nonprofit has several directors and/or officers).