Amend an Oklahoma Certificate of Incorporation

How to Amend an Oklahoma Certificate of Incorporation

To make certain changes to your Oklahoma corporation, you need to file an amendment to your Articles of Incorporation. Learn how we can help

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Oklahoma requires corporations to file a Certificate of Incorporation, commonly referred to as Articles of Incorporation in other states, to officially establish their business. By incorporating your business, you separate the legal liability of the business from your legal liability as an individual. After filing your Certificate of Incorporation, changes may arise that make the information contained in the Certificate of Incorporation inaccurate. When this occurs, you need to update the state by filing an Amended Certificate of Incorporation.

Let’s look at the process for amending your Certificate of Incorporation in Oklahoma and how we can help.

What is an Oklahoma Certificate of Incorporation? 

Filing your Oklahoma Certificate of Incorporation registers your business with the state, a necessary step to begin legally operating your business. The Certificate of Incorporation must include certain information about your corporation, including:

  • Name of your corporation that complies with corporate naming rules
  • Name and street address of your registered agent
  • Email address of the primary contact for the corporation
  • Business purpose of the corporation
  • Shares of stock the corporation is authorized to issue
  • Name and address of incorporators
  • Name and address of directors, if the powers of the incorporators terminate after filing the Certificate of Incorporation
  • Incorporators’ signatures

While the above information is required, corporations can include additional provisions in their Certificate of Formation that govern the business and affairs of the corporation.

If you haven’t formed your corporation yet, we offer Oklahoma corporation formation services that can help you do so. We can help you check that the information on your Certificate of Incorporation complies with state requirements, lowering the chance that your filing will be rejected by the Oklahoma Secretary of State.

The information provided to the state by your Certificate of Incorporation serves purposes such as:

  • Allowing state officials and third parties to find contact information for your corporation
  • Providing registered agent information for service of process and other official correspondence
  • Ensuring that your corporation stays in compliance with state and federal laws

Step 1: Understand when to file an Oklahoma Certificate of Incorporation amendment

When you change any of the information contained in your Certificate of Incorporation, it’s crucial that you notify the state about the change as soon as possible.

The Oklahoma Secretary of State issues Certificates of Good Standing upon request to businesses that are in good standing with the state. A corporation can lose its good standing status by refusing to update the Secretary of State when it makes changes within the business. But why does that matter? In many circumstances, third parties request a Certificate of Good Standing prior to entering any kind of contractual agreement with your corporation. The inability to secure a Certificate of Good Standing can result in your corporation missing out on opportunities for growth and funding for your corporation. 

Step 2: Gather the necessary information you need to amend your Oklahoma corporation amendment

Oklahoma requires corporations to file an Amended Certificate of Incorporation to change the information contained in the original Certificate of Incorporation. When any of the information contained in your Certificate of Incorporation changes, you need to inform the State of Oklahoma of the change through an Amended Certificate of Incorporation. Any information you could have included on the initial Certificate of Incorporation can be added through an Amended Certificate of Incorporation.

Oklahoma provides two Amended Certificate of Incorporation forms. One addresses changes made prior to the issuance of shares, and one addresses changes made following the issuance of shares. On the latter Amended Certificate of Incorporation, language in the form affirms that the corporation’s board of directors adopted the proposed amendment and the shareholders held a meeting to vote on the amendment. For amendments made after the issuance of shares, be sure to attach documentation illustrating the voting and approval process.

Are there changes that require separate filings?

If your corporation only changed its registered agent, Oklahoma doesn’t require the corporation to undertake the full amendment process. Instead, the corporation can file a Change or Designation of Registered Agent and/or Registered Office form. Because businesses sometimes change their registered agent several times, the separate filing provides a cheaper alternative to filing an amendment every time your registered agent changes.

Let us help you form and grow your Oklahoma corporation

With our Business Formation Service, we file your corporation’s Certificate of Incorporation for you to register your business. Once approved by the state, your corporation is ready to start operating within Oklahoma. Our formation service includes a name search to verify that your preferred business name is available and expert support for your questions.

Our Oklahoma registered agent service allows you to find a registered agent within Oklahoma that meets the state’s requirements. By using our registered agent service, you can avoid:

  • The requirement of being at your business during normal business hours to receive correspondence or service of process on behalf of the corporation
  • Potential embarrassment of receiving notice of a lawsuit while customers are at your business

We also offer a Worry-Free Compliance service to help you remain compliant with state and federal filing deadlines. Falling out of good standing can expose your business to costly fines, a loss of liability protection, and the inability to obtain a Certificate of Good Standing. We can help you keep track of your corporate filings and compliance requirements while you focus on running your business. Our Worry-Free Compliance Service also includes two amendments per year — all you have to do is pay the state’s filing fee.

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file an Oklahoma Amended Certificate of Incorporation?

    The following entities must submit an Amended Certificate of Incorporation:
    For-profit and nonprofit corporations
    Professional corporations
    Benefit corporations

  • How much does it cost to file an amendment?

    The Amended Certificate of Incorporation form provides the most up-to-date fee, but you can also check the Secretary of State’s website for a full fee schedule.

  • Who can file an Oklahoma corporation amendment?

    All the directors of a corporation must sign and acknowledge the Amended Certificate of Incorporation.

  • Where do I file an Oklahoma corporation amendment?

    Oklahoma requires Amended Certificates of Incorporation to be filed with the Secretary of State. You can submit the filing through the online portal. Alternatively, corporations can submit the form by mail or in person to the Oklahoma Secretary of State’s office.

    In addition to filing your Amended Certificate of Incorporation with the Secretary of State, Oklahoma requires the amendment to be delivered to the State Banking Commissioner for approval.

  • Is an Oklahoma corporation amendment the same as an annual report?

    Oklahoma, unlike many other states, doesn’t require corporations to submit an annual report. Oklahoma does require businesses to file a corporation amendment when the information contained in their Certificate of Incorporation is no longer accurate.

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