Discover why amending your Oklahoma Articles of Organization is essential for compliance and adaptability. Explore our guide below for expert insights.
When you form an Oklahoma LLC, you file Articles of Organization that contain important information about your business. Oklahoma corporations use the Certificate of Incorporation instead. But changes can occur frequently in the course of operating a business, and the information you initially provided to the Oklahoma Secretary of State may become inaccurate. When this happens, you need to file Articles of Amendment to inform the state of any changes.
If this seems complicated, don’t worry. Let’s walk through the process of filing an amendment to your Oklahoma LLC or corporation, when you need to do so, and how we can help.
If you need to make changes to an Oklahoma LLC, we’ll show you how in this section. But if you need to make changes to an Oklahoma corporation, keep scrolling to the section titled “Amending an Oklahoma Corporation Articles of Incorporation.”
Filing your Oklahoma Articles of Organization with the Secretary of State officially forms your business and authorizes you to operate within the state.
To accurately fill out the Articles of Organization form, you’ll need the following:
LLCs can include additional provisions that outline the internal affairs of the company.
Generally speaking, if you need to make changes to any of this information, you’ll need to file the Articles of Amendment.
In Oklahoma, LLCs use the Amended Articles of Organization form to make a variety of changes, including the company name, address, and even additional provisions you included in your Articles of Organization.
It’s helpful to narrow down which information you’re going to be changing and gather it before you get too deep into the filing process. For example, if you’re going to change your business name, you’ll want to check that you’ve got the right spelling and designator. Or if you’re going to be amending one of your additions to the Articles, you’ll need to nail down the proper wording for that amendment.
Keep in mind that the Amended Articles of Organization also asks for some basic information, such as your business contact information, so make sure you have that prepared, too.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Oklahoma, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.
There are penalties associated with not updating the state about changes in your business. Most notably, the Secretary of State can refuse to issue a Certificate of Good Standing to your Oklahoma LLC. An Oklahoma Certificate of Good Standing verifies that your LLC was legally formed in Oklahoma and is in compliance with state requirements. Many parties request a Certificate of Good Standing prior to entering into a contract with your business or agreeing to give your business a loan.
Having your request for a Certificate of Good Standing rejected on the basis of failing to update the state of changes made to your business can result in missing out on funding opportunities and fruitful business relationships.
Next, you need to file your paperwork. Oklahoma allows LLCs to file their Amended Articles of Organization online or by mail (or even in-person drop-off at the Secretary of State’s office). No matter how you file, you’ll need to fill in the form with the information you gathered in Step 2.
At the time of this writing, there’s a $50 fee for the Amended Articles of Organization. Once the form is processed, your amendment will go into effect.
Note: If the only change you’re making is to your registered agent and/or registered office, you can instead file the “Change or Designation of Registered Agent and/or Registered Office and/or Principal Office” form. The form is shorter and only requires a $25 fee.
Need to make changes to an Oklahoma corporation? We’ll show you how in this section.
In Oklahoma, the Certificate of Incorporation is the form that formally creates a corporation. Until this form is filed, a corporation doesn’t even exist. The form asks for a variety of information about the business, including:
Generally speaking, if you need to make changes to this information, then you’ll need to amend your Articles of Incorporation.
Before you proceed with the filing process, it’s essential to narrow down what articles you’ll be amending and make sure you have any pertinent information on hand. Oklahoma lets you use the Amended Certificate of Incorporation to change a variety of information, including your business name, the shares that your corporation is allowed to issue, and more. Generally speaking, you can make a change to any provision you included in your original articles (provided the change is permissible by law).
Once you’ve decided what amendment you’re going to make, you should gather up any information pertinent to those changes. For example, if you’re changing your company name, you’ll need to confirm what your old name was and ensure you have the proper spelling for the new name and the right designator. If you’re changing a provision you added on your own, you’ll want to confirm the proper wording for the amendment.
Having this information on hand before you file can help streamline your filing process.
Now it’s time to file the amendment paperwork. Oklahoma allows corporations to file the amendment online or by mail using the Amended Certificate of Incorporation form (downloadable from the Secretary of State’s website). There are two versions of this form, one for corporations that have received payment of stock and another for corporations that haven’t. No matter how you decide to file, you’ll need to fill in the information you gathered in Step 2.
At the time of this writing, this form costs a minimum of $50 to submit. If you’re increasing the total authorized capital by more than $50,000, the filing fee will be $1 per $1,000 of the increase.
Once the form is processed, your amendment will go into effect.
A Restated Articles of Organization or Restated Certificate of Incorporation allows you to completely re-do your business formation documents. The Amended Articles of Organization or Amended Certificate of Incorporation, on the other hand, allows you to add to, remove, or alter information in the original formation document, which stays in effect. The Amended Articles of Organization/Certificate of Incorporation supplements the original document rather than replacing it. Oklahoma allows a restatement to be filed online or by mail by completing the form and sending it to the Oklahoma Secretary of State with the proper filing fee.
Oklahoma provides an Articles of Correction form that allows business owners to correct any typographical error, error of transcription, other technical error, or defective execution. Unlike the Amended Articles of Organization or Amended Certificate of Incorporation, the Statement of Correction doesn’t make substantive changes to the contents of formation documents.
Circumstances will likely arise that trigger the need to amend your Oklahoma business documents. We can help alleviate the stress of the process and allow you to focus on running your business with our amendment service. We can even help you get your business off the ground with our Oklahoma LLC formation or corporation formation services.
With our Worry-Free Compliance service, we send alerts to business owners for important compliance and filing deadlines, file your annual certificate and up to two yearly amendments, and provide expert support in the event your Oklahoma business falls out of good standing.
FAQ
Oklahoma doesn’t require LLCs or corporations to consult with an attorney before amending their formation documents. However, it’s never a bad idea to have an attorney review your business’s legal filings, especially for substantial changes.
Any additions, deletions, or revisions to the information in an Oklahoma business’s formation documents may be reported in an Amended Articles of Organization or Amended Certificate of Incorporation form.
No. Oklahoma requires LLCs and corporations to submit annual certificates every year, regardless of whether the business made changes to information contained in the Articles of Organization or Certificate of Incorporation. The need to file amended formation documents arises only when there is a change to the information contained in the original forms.
Online filings typically take approximately two business days to process in Oklahoma. If you deliver the amendment paperwork by mail, the processing time ranges from 10 to 14 business days. Longer processing times may exist depending on the workload of the Secretary of State.
You can expect the Secretary of State to return a file-stamped copy of the Amended Articles of Organization or Amended Certificate of Incorporation to the person who filed the document. If you want them sooner, you can provide an email address so they can be returned electronically.
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.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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