Regardless of your reason for wanting to incorporate in Oklahoma, we have the steps to help you get there.
How do I form a Corporation in Oklahoma?
Steps to form your Oklahoma Corporation
- Name Your Corporation
- Appoint Directors
- Choose an Oklahoma Registered Agent
- File the Oklahoma Certificate of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit your Corporation’s first report
To start a corporation in Oklahoma, you must file the Certificate of Incorporation with the Secretary of State. To simplify the process of forming a corporation in the state of Oklahoma, we’ve put together 10 easy steps to form your business:
Step 1: Name Your Oklahoma Corporation
Before choosing a corporation name, you should check the Business Entities Name Availability search. Even if the entity name is not yet taken, it is not officially reserved until the name reservation has been accepted and filed with the Secretary of State.
From there, the Business Filing Department has the final say in the name’s availability. You can reserve your name using this form or submit it via the Oklahoma Secretary of State’s website. If you wish to reserve the name before you incorporate, you will need to pay a reservation fee of $10. Your entity name will be reserved for up to 60 days.
The corporation name must contain one of these words or abbreviations:
In addition to an entity name, some businesses may want to use a “doing business as” (DBA), also known as a trade name. Oklahoma requires you to file for a trade name if you want to do business under a name other than your business’s legal name. Trade names do not provide legal protection by themselves, nor do they establish a separate legal entity. You can apply for one online or by mail.
A trademark isn’t required for your business name, but researching trademarks at the federal and state levels can help you determine whether your name is infringing on existing trademarks. You can search the federal and state trademark databases to make sure you’re in the clear, and you can even apply for a trademark of your own.
Another consideration when naming your company is a domain name. A domain name is your business’s address on the internet, a unique name that you can claim through a domain registrar. Most, if not all, businesses will want a website with an identifying domain name.
Step 2: Appoint Directors
Oklahoma requires corporations to have one or more directors. When filing the Certificate of Incorporation, you will need to include the directors’ addresses and names. These initial directors will manage the corporation for its first year. The shareholders will then appoint directors at an annual meeting.
The board of directors is responsible for governing the corporation. For this reason, they have rights and powers that should be outlined.
As noted earlier, the number of the board of directors must legally be one or more individuals. However, each corporation can create their own regulations, provided they stay within the law. If a corporation wants a minimum of five directors, they could add this regulation to the corporate bylaws.
All in all, the rules for the board of directors can vary from corporation to corporation. This is because each corporation can add specifics in its corporate bylaws.
Step 3: Choose an Oklahoma Registered Agent
Next, you’ll want to choose a registered agent. In Oklahoma, all corporations will need to appoint and maintain a registered agent. Your registered agent must have a registered office with an Oklahoma street address (not a P.O. box) and be available there during normal business hours, Monday through Friday. In the case of a lawsuit, litigation papers will go to your registered agent. If the agent is not there, your corporation could face fines and penalties.
In short, a registered agent must be:
- Able to quickly relay any legal documents to your business
- A resident of Oklahoma or a domestic corporation, qualified foreign corporation, limited liability company, or limited partnership authorized to do business in Oklahoma
- Available during business hours
- Able to accept legal documents and state correspondence on behalf of the corporation
Step 4: File the Oklahoma Articles of Incorporation
Oklahoma requires every corporation to file a Certificate of Incorporation, often referred to as the Articles of Incorporation in other states. To file the Certificate of Incorporation, you can choose to complete the process online or by mailing a PDF form.
The filing fee for either method is $50 if you have $50,000.00 or less in total authorized capital (TAC). You get the TAC by multiplying the number of shares by the par value of each share. If your TAC does exceed $50,000.00, the fee is $1.00 per $1,000.00. Once the Secretary of State receives the filing fee, they can approve the certificate.
When filing this certificate, you will need to provide:
- Corporation name
- Principal business address
- Names and addresses of the incorporators
- Name and address of registered agent
- Authorized capital (shares of stock and the value of each share)
- Email address
- Business purpose – The state allows you to keep it general, such as “to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma”
For those who choose to mail their form, you can send it to:
Oklahoma Secretary of State
421 NW 13th St, Suite #210
Oklahoma City, OK 73103
Step 5: Create Corporate Bylaws
Oklahoma also requires every corporation to have bylaws. The corporate bylaws are a legal document written by the initial shareholders. It details how the company will operate, outlining the duties and responsibilities of owners and the corporation’s management style.
Bylaws usually include:
- Business name
- Business purpose
- Principal location
- Rules for board members
- Guidelines for the board of directors
- How committees are appointed and run
- Selection, powers, and responsibilities of officers
- Meeting requirements
- How to handle conflict of interest
- Procedures for replacing members of the board of directors
- Rules for amending bylaws
Step 6: Draft a Shareholder Agreement
A shareholder agreement spells out the rights and obligations of the shareholders. Once you’ve completed the shareholder agreement, you’ll want to keep it with other corporate records to reference.
The shareholder agreement can cover things like:
- The number of shares issued
- Shareholder voting rights
- Restrictions on transferring shares
- Rules for who can purchase shares
- Procedures if the company is sold
Step 7: Issue Shares of Stock
One of the requirements for starting a corporation is issuing stock. When you filed your Certificate of Incorporation, you stated the number of stock shares authorized. You’ll need to estimate how much capital you require before issuing shares of stock so that you can determine a reasonable value for each share.
Keep in mind that each share is only issued once. Although it is not typically required, most corporations issue certificates to shareholders, indicating their shares.
Stock may be issued publicly or privately. Privately issued stock is usually issued to the founders, managers, employees, or a private group of investors. A public corporation makes a portion of its stock shares available for public purchase.
Companies that issue public stock need to file quarterly statements with the U.S. Securities and Exchange Commission (SEC). The SEC protects investors and creates a safer stock market. Corporations must file with the SEC to ensure that all shares of stock are properly documented.
Step 8: Apply for Necessary Business Permits or Licenses
The next step is to apply for licenses and permits. Oklahoma does not require a general business license. However, depending on the type of business, licenses and permits can vary. Certain industries, like electrical, plumbing, public pool, and more, attain licenses.
In addition to state licenses, your corporation may be subject to federal licenses and permits. Not every business needs federal licenses or permits. In fact, many do not. However, certain business activities, like agriculture, aviation, and alcohol, require federal permits.
We suggest doing your due diligence in looking at what is needed at the local, state, and federal levels when it comes to business permits and licenses.
Step 9: File for an EIN and Review Tax Requirements
The Employer Identification Number (EIN) can be applied for on the IRS website for free. An EIN is necessary in every state if your business is a corporation. Applying for an EIN online is the fastest way to get your number, but you can apply via mail or fax if it is more convenient.
All corporations are subject to federal taxes. In addition to federal taxes, corporations in Oklahoma must pay an income tax. The only corporations that do not have to pay income tax are those registered as pass-through entities, such as S corporations. Corporations in Oklahoma are taxed at a 6% tax rate.
In addition to an income tax, corporations in Oklahoma must pay an annual franchise tax. To complete this form, you will need your EIN, account number, and tax year information. If the franchise tax is less than $250, the corporation will be exempt from the tax for that year. It’s important to note that the maximum franchise tax is $20,000 in Oklahoma.
Step 10: Submit Your Corporation’s First Report
Unlike many other states, Oklahoma corporations are not required to file an annual report.
How much does it cost to start a corporation in Oklahoma?
Filing the Certificate of Incorporation costs $50 and can be submitted online, by mail, or by fax. When incorporating your business, you’ll also need to consider additional costs, which can include a registered agent, domain name, and reserving a business name.
Given that you’ll need to complete many forms, you’ll want to make sure that everything is completed correctly. ZenBusiness can help you focus on what you’re passionate about, your business, while we handle the details. Our services can help your Oklahoma corporation stay compliant with a minimal annual fee.
What are the benefits of a corporation in Oklahoma?
Incorporating your business can have many benefits. Most notability, incorporating your business takes the legal liability off you and onto a separate entity. Once you’ve incorporated your business, Oklahoma will view it as its own legal entity owned by shareholders.
Additional benefits include:
- Official business: Incorporating your business can help it stand out as an official business. This will have positive ramifications in the eyes of the state and potential clients or customers.
- Issued stock: Once a business is incorporated, it can issue stocks. Stock is ideal for startups, and they attract investors.
- Foreign business: Having a corporation makes your business stand out outside of the U.S. and allows you to conduct business in other countries.
While there are many benefits to incorporation, there are a few disadvantages. Most notably, the double taxation aspect of C corporations is a pretty large disadvantage. Next, the corporate structure makes it quite rigid. Lastly, having a corporation means that businesses will need to complete more bookkeeping and reporting to federal and state agencies.
How is an Oklahoma corporation taxed?
As touched on earlier, Oklahoma has a corporate income tax (6%) and franchise tax. Plus, corporations are subject to federal income tax. In this next section, we’ll go over some of the basic corporate structures and their taxes.
- S corporations: As pass-through entities, S corporations do not have to pay an income tax at the corporate level.
- C corporations: This is the most common type of corporation and is double taxed. This means that any profit the corporation makes will be taxed at the corporate level and again when it’s distributed to the shareholders.
- Nonprofit corporations: This type of corporate structure is not subject to state or federal income taxes. To qualify as a nonprofit corporation, businesses must provide some kind of public benefit and will need to file a lot of paperwork.
Oklahoma Corporation FAQs
Does running a corporation in Oklahoma involve more paperwork than running other types of businesses?
When compared to other business structures, running a corporation in Oklahoma does require more paperwork. That being said, it offers more legal protection for every individual involved with the corporation.
What is the difference between an LLC and a corporation in Oklahoma?
A corporation is a business structure that protects individuals in the business from liability. A limited liability company (LLC) acts in the same way but has much fewer filing requirements.
How do I change my corporation’s name in Oklahoma?
You can change the name of your Oklahoma corporation by filing an Amended Certificate of Incorporation.
How many people are needed to form a corporation in Oklahoma?
A single person can form a corporation in Oklahoma.
Can I form my Oklahoma corporation online?
Yes, you can form your Oklahoma corporation online using the Secretary of State’s online portal.
How do I dissolve my Oklahoma corporation?
To dissolve your Oklahoma corporation, you will need to file the correct form depending on whether or not your business has issued shares yet. More specifically:
– File this Certificate of Dissolution if you’ve issued shares
– File this Certificate of Dissolution if you haven’t issued shares
Both carry a filing fee of $50, and you can submit both forms online.
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