New LLCs and corporations experience a number of milestones, including writing your business plan, making your first sale, and more. During your first year, this also includes the right state compliance paperwork.
Filing this paperwork is important because it helps you remain in good standing with the state. If you fail to file, you could face administrative dissolution, costly late fees, and even the loss of your business structure and liability protection.
In the state of Oklahoma, reporting is straightforward for LLCs, but is more complicated for corporations. It’s typically done through the Oklahoma Secretary of State’s website. Here’s a complete guide to filing your annual report in the Sooner State.
Annual reports in Oklahoma are called annual certificates, and their main purpose is to tell the state that your business is still active and give them updated contact information. This includes your business’s street address and main contact’s email address. You can file your report online or you can do it by mail.
Annual certificates are a requirement for:
Note: Foreign corporations are subject to more compliance requirements than domestic ones are, especially when it comes to taxation and annual fees. If you own a foreign corporation and are operating in Oklahoma, you can call the Oklahoma Tax Commission for guidance. There is a specific number for those with franchise tax issues. If you need more help with understanding your annual report requirements and taxes, contact a certified public accountant (CPA) or an Oklahoma attorney that practices business or tax law.
Domestic corporations and nonprofits do not file an annual certificate, but have other annual reporting requirements in the form of a Franchise Tax filing. All corporations can use the same form to update:
Some changes require additional paperwork. For example, if you need to appoint a new registered agent, you must file a Change or Designation of Registered Agent and/or Registered Office and/or Principal Office. Both corporations and LLCs must file this separately and pay the $25 fee. These forms are all located on the Oklahoma Secretary of State’s website.
In Oklahoma, annual reporting requirements are different for corporations and LLCs. LLCs have to file an annual certificate every year by the anniversary of their registration date. Domestic corporations and foreign corporations must file an annual franchise tax return.
There are a limited number of corporations that must file an annual certificate. These corporations receive their paperwork in the mail rather than online, and must follow the instructions in their mailing to file.
An Oklahoma annual report is typically filed through the Secretary of State’s online business filings portal. To do this, you’ll need to login by entering your name and email address. You need to have your entity’s filing number handy.
You can also file by mail, but this does take longer to process. The proper PDF forms are available on the Secretary of State’s website listed under your specific business type. Once you fill out the form, you’ll need to mail it with payment to the Secretary of State.
Checks must be made out to the Oklahoma Secretary of State. As a disclaimer, you are still liable for filing your annual certificate even if it’s lost in the mail. You may want to send it as a certified letter with a signature required to ensure its delivery. Make sure your filing is postmarked by the due date.
Oklahoma LLCs must file for their annual certificate by the anniversary date of their registration. For example, if you registered your Articles of Organization on May 1, your due date is May 1 of every year. Failure to file can result in the revocation or dissolution of your business. All corporations must submit their franchise tax return by July 1.
When your report is due, the Secretary of State should send a notice to the email address on file. A limited amount of corporations get the form via mail. These are just friendly reminders, however, so don’t depend on them. Even if you don’t receive the notice, you’re still responsible for filing on time.
Oklahoma’s annual certificate has a $25 filing fee for LLCs, but there are additional fees if you want to file other forms along with your annual certificate, such as changing a registered agent or principal office.
Oklahoma doesn’t have late fees for LLCs if you file your annual certificate late, but there can be other consequences depending on how long you’re delinquent. Your business will be considered delinquent after 60 days, and you’ll lose your good standing with the state. After three years, your Articles of Organization could be revoked and you’d lose liability protection.
For corporations, the franchise tax is due and payable July 1st of each year. A ten percent (10%) penalty and one and one-fourth percent (1.25%) interest per month is due on payments made after the due date. The report and tax is considered delinquent if not paid on or before September 15, after which the entity structure can be subject to dissolution.
Before you can file your annual certificate in the state of Oklahoma, you’ll need some information about your business. The big one is your due date, which is the anniversary of your registration. This should be printed on your Articles of Organization or Articles of Incorporation. If you’re not sure, you can look it up on the Secretary of State’s business entity search. You’ll also need:
If you’re filing online, you can choose to create an account with the Secretary of State or proceed as a guest. There are detailed instructions at the bottom of the annual certificate form.
A corporate franchise tax return requires the above information and a whole lot more. You must provide financial specifics such as income, debts, and company assets, and update the state on your corporation’s stock ownership, if applicable.
After you file your annual report, you should receive an email confirmation when it’s officially processed. The Secretary of State recommends that you note down your Session ID information to confirm your submission. After your filing is processed, you can download the certificate from the Briefcase section of Oklahoma’s Business Services page (the icon is shaped like a briefcase).
Beyond that, annual certificates become public records once they’re filed. This means that anyone can view the information using the Secretary of State’s business search.
Oklahoma doesn’t have a late fee for those who miss the deadline to file their annual certificate, but there are still consequences. For LLCs, after 60 days, you’re no longer in good standing. This is reflected in the Secretary of State’s public records. At worst, your business could be dissolved. According to Oklahoma statute, if you fail to file for three years from your due date, your Articles of Organization will be canceled. This means you lose your right to operate as an LLC in the state and lose all liability protections.
Corporations must file their franchise tax return by July 1. If they fail to do so, they have until September 1 to correct this and pay the fine levied by state law. If they fail to file by September 1, they are then subject to administrative dissolution.
Fortunately, you can reinstate your business by filing an application of reinstatement (LLCs) or a renewal, revival, extension, and restoration of the certificate of incorporation (corporations) along with your delinquent filings and payment of what’s past due.
If you’re having problems filing your annual certificate, you can contact the Oklahoma Secretary of State’s business filings department. There’s also a dedicated annual certificate office for LLCs and a business division.
All LLCs must file an annual certificate. Some corporations (mainly foreign corporations) may be required to as well. For more detailed information, see the Oklahoma Administrative Code’s section on annual certificates, or contact the Oklahoma Tax Commission.
Oklahoma has an annual filing fee of $25 for LLCs, payable online using a credit card, or through the mail with a check made out to the Oklahoma Secretary of State. The franchise tax fee for corporations is based on capital investments, and will be different for each company.
Oklahoma doesn’t have any late fees for missing your due date, but after 60 days your business will no longer be in good standing. This can impact certain business transactions; for example, if you’re hoping to secure a business loan or investor funding.
After three years of failing to file your annual report, the state will dissolve your LLC or corporation business structure. You will then no longer enjoy the liability protections that come with it.
Until you officially close your business by filing for dissolution, you still must submit your annual report. In the meantime, make sure that you check the box that says “NO” on your annual report under the question about whether or not your business is active.
If you’re filing online, it may only take a few minutes to submit your annual report. Mail will generally take longer because it needs to go through the postal service.
LLCs must have a member or manager file their annual report. Corporations must have an owner, director, or designated officer file a franchise tax return.
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