Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in Texas and you are looking to open a second location in Oklahoma, you may need to complete a foreign qualification in Oklahoma before you can expand there.
Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.
Foreign qualifying is essentially asking permission to do business in the state of Oklahoma. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in Oklahoma yields consequences that are far costlier than registering in the first place.
If you fail to foreign qualify, your business will no longer be allowed to commence or maintain an action or proceeding in any Oklahoma court. Further, the Attorney General can cut your LLC off from its business activities in the state. If caught transacting business without authorization, the Secretary of State will be appointed as your registered agent until your company is properly registered.
But it won’t remove your LLC’s presence from the state completely. Transacting unauthorized business will not keep your LLC from defending a lawsuit, and it won’t invalidate any of your existing contracts.
If you’re interested in the legal context for these penalties, check out the Oklahoma Revised Statutes §18-2048 and §18-2050 under Title 18 of the state’s Revised Statutes.
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in Oklahoma? You won’t find a whole lot of specifics online or in the Revised Statutes. But we know from other state and tax laws that you are considered to be “doing business” in most states and required to foreign qualify if:
Some of this vagueness surrounding the term “doing business” can understandably cause confusion, so if you’re unsure whether or not you need to foreign qualify in Oklahoma, we suggest seeking legal counsel.
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in Oklahoma. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
Take a step back and think of all your LLC’s business activities in Oklahoma. Do you see them on this list? If so, you’re likely exempt from foreign qualifying. It’s a good idea to read over the more detailed list found in §18-2049 of the Revised Statutes Title 18. If you have any questions or concerns, discuss them with legal counsel.
Foreign qualification in Oklahoma is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in Oklahoma, you can do so online, by mail, or in person. Which is the best option? Filing online is the most efficient, but they’re all equally effective, so choose the one that appeals to you. Here are some directions for each:
Keep in mind that with each of these filing methods, you’ll also need to submit an official Certificate of Good Standing (not more than 60 days old) from your LLC’s home state. Reach out to your home state’s government to obtain one.
Online: Start by going to the Secretary of State’s Entity Filings page. On the Business Services homepage, all you have to do is click “Business Entity” under “File Online.” Scroll down just a little bit, and you’ll see a column titled “Foreign Organizations” on the right side. Underneath, select “Foreign Limited Liability Company,” follow the on-screen directions, and you’ll be done in no time. You can pay the application’s $300 fee via card through the Entity Filings portal.
By Mail: If you just love the feeling of a paper form, you can download and print one from the S.O.S. Downloadable Business Forms page. The document you want is listed as “Registration of Foreign Limited Liability Company Forms and Procedures.” There are detailed instructions for the form’s completion on its first two pages. When you’re finished, gather your form, Certificate of Good Standing, and $300 check (made out to the “Oklahoma Secretary of State”) and mail them to:
Oklahoma Secretary of State
421 N.W. 13th St., Suite 210
Oklahoma City, Oklahoma 73103
In Person: Finally, if you’re local to OKC, feel free to drop off your materials in person (to the address above) and pay your $300 fee by card or check.
The Oklahoma Secretary of State normally processes these applications in 3-5 business days (for any filing method), although you can pay an additional $25 for expedited service, but only if you’re submitting your materials in person.
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification, and you’re embarking on another chapter in the life of your business.
It would be frustrating to hit a snag in your registration process because your company’s name doesn’t follow Oklahoma’s requirements, so make sure to check beforehand. Your LLC name must:
You can also reserve your Oklahoma business name if you’re not quite ready to foreign qualify your LLC.
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a jurisdiction where you don’t have permission to do so.
You’ll typically need to wait roughly 3-5 business days for Oklahoma to process your filing, regardless of how you submit it.
Chances are, you’ll require at least one license or permit to operate your LLC in compliance with Oklahoma state law. For more information about business licenses and more in this state, check out the state’s convenient Business Licensing and Operating Requirements webpage.
Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file an Oklahoma LLC Annual Certificate.
The overall costs of operating an Oklahoma LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your Oklahoma registered agent.
The service then files your Application for Registration with the state to qualify your LLC to do business in Oklahoma.
Disclaimer: The content on this page is for informational 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.
Oklahoma Business Resources
Foreign Qualification by State
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