How to Incorporate in Oklahoma

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If you’re looking to incorporate in Oklahoma, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form SOS 0002: Certificate of Organization (Oklahoma Corporation)
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form 40001: Oklahoma Business Registration Application
  • Incorporation: $50 for up to $50,000 authorized shares + optional $25 expedite fee for in-person same-day service
  • Incorporation: ~7-10 business days by mail. ~1 business day online or when filed in-person with $25 expedite fee.
  1. Choose a corporate structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Oklahoma".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Oklahoma".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: Oklahoma Secretary of State - Business Filing Department
    Name Reservation: Optional
    Suffix Requirements:

    The name of the corporation which shall contain one of the words “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, “syndicate”, or “limited” or abbreviations thereof, with or without punctuation, or words or abbreviations thereof, with or without punctuation, of like import of foreign countries or jurisdictions; provided that such abbreviations are written in Roman characters or letters.
    Oklahoma Statutes §18-1006

  3. Appoint a Registered Agent

    Identify the corporation’s Oklahoma registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

  4. File Oklahoma Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Oklahoma Secretary of State - Business Filing Department
    Form:

    Certificate of Incorporation

    Filing Method:

    Mail, fax, in-person, or online

    Agency Fee:

    $50 for up to $50,000 authorized shares + optional $25 expedite fee for in-person same-day service

    Turnaround:

    ~7-10 business days by mail. ~1 business day online or when filed in-person with $25 expedite fee.

    Law:

    Title 18, §1000 et seq of the Oklahoma Statutes

    Notes:

    A general purpose statement such as "any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma" is acceptable.

    Fact Checked:6/16/17
  5. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records. These typically include records of the proceedings of the shareholders, of the directors, and of committees of the board as well as accounting records. Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

    Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its shareholders, directors, officers or employees (Oklahoma Statues §18-1013). You will review and ratify the bylaws at your first board of directors meeting.

  6. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  7. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors. Keep minutes of this meeting.

    After the filing of the certificate of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate of incorporation, shall be held either within or without this state at the call of a majority of the incorporators or directors, as the case may be, for the purposes of adopting bylaws, electing directors if the meeting is of the incorporators, to serve or hold office until the first annual meeting of shareholders or until their successors are elected and qualify, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and transacting such other business as may come before the meeting.

    The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least two (2) days' written notice thereof by any usual means of communication, which notice shall state the time, place and purposes of the meeting as fixed by the persons calling it.
    Oklahoma Statutes §18-1012

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: None.
    • Quorum: Majority of directors, unless bylaws or certificate of incorporation fixes a different number. No less than one third.
    • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
  8. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes, unless directors are elected by written consent.
    • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
  9. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  10. Get Oklahoma State Tax Identification Numbers/Accounts

    Oklahoma provides a single registration application to set up your corporation with the applicable state tax accounts.


    Agency:Oklahoma Tax Commission
    Form:Form 40001: Oklahoma Business Registration Application
    Filing Method:Mail
    Agency Fee:$0 + fees for needed licenses
    Notes:

    Oklahoma Business Registration Packet

    You must include the second half of Form 40001 (Oklahoma Business Registration License and Fees).

    Fact Checked:5/12/20
  11. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  12. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Oklahoma Business License

    Not required



    General Business License licensure is not required on the State level in Oklahoma.

    Oklahoma does not have a general business license at the state level, but local licenses are often required.

  13. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

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