How to Incorporate in Oklahoma (August 2024 Update)

If you’re thinking of taking the entrepreneurial leap by starting a business in Oklahoma, determining the legal business entity that best fits your needs should be a top priority. Forming an Oklahoma corporation has many advantages over running your operations as a sole proprietorship or general partnership. Most notably, corporations come with unmatched personal liability protection and credibility that helps open doors to financing opportunities, commercial agreements, and more.

Just remember that the benefits of incorporating don’t happen automatically. Forming a corporation requires taking definitive steps to establish the business under applicable state laws and maintaining strict adherence to corporate formalities. While you could go it alone, working with a professional service will help ensure the process is handled accurately and efficiently from start to finish.

This comprehensive guide details the entire process—from selecting your business name to filing your annual franchise tax return—to incorporate in Oklahoma. Let’s get started!

Designating a Registered Agent in the Sooner State

To incorporate in Oklahoma, you must first designate a registered agent to accept service of process and official documents on behalf of your corporation. The registered agent requirements and duties are clearly defined under OK statute 18-1022.

At minimum, your registered agent must:

• Maintain a physical street address within Oklahoma (no P.O. boxes allowed)
• Keep regular office hours
• Accept legal correspondence and notices from the Secretary of State’s office and relay them to your company in a timely manner

While you can serve as your corporation’s registered agent, consider the unwanted risk and hassle that comes with exposing your personal residential address across public filings. Using a commercial registered agent service provides a shield of privacy while guaranteeing seamless compliance. A dedicated team that utilizes a proper business office as the registered address is simply more reliable for this important corporate role.

Choosing the Perfect Name for Your Oklahoma Corporation

The process of naming your corporation might seem straightforward, but several rules govern what’s acceptable in Oklahoma. First, you must check the Secretary of State databases to ensure your desired business name is distinguishable from other companies and available for use.

Assuming the name checks out, it must then contain a required corporate designator like “Corporation,” “Incorporated,” “Inc.,” “Corp.” or an accepted abbreviation. Just don’t get cute with the descriptors—no LLC, LP, or LLP designators allowed!

Before settling on the final name choice, it’s smart to consider whether you may eventually want to use a DBA (“Doing Business As”) trade name for marketing purposes. For example, incorporating as “Red River Supplies Corporation” provides the necessary corporate designation but doesn’t exactly roll off the tongue. Instead, registering an assumed name like “Red River Outfitters” offers branding flexibility without the need to form a second corporation entity.

Filing for Your Oklahoma Business Charter

The formation document that legally establishes your corporation with the Oklahoma Secretary of State is known as the Certificate of Incorporation (for a general for-profit) or Certificate of Benefit Incorporation (for a public benefit corporation). Preparing and filing this charter application involves providing the following company details:

• Business name with acceptable corporate descriptor
• Registered agent name and physical Oklahoma address
• Optional duration period (perpetual existence if left blank)
• Principal mailing address
• Total number and types of authorized shares
• Par value per share class (minimum stock price)
• The incorporator’s name and signature
• Names and mailing addresses of each director

Some level of this business data becomes searchable public record. However, utilizing a formation service prevents your personal details like home address from appearing. Instead, the registered agent address is listed across the public-facing application. After completing the steps above and paying the $50 base processing fee, congratulations—your corporation is officially recognized in the State of Oklahoma!

Acquiring an Employer Identification Number

Shortly after completing your corporate formation filings, you’ll need to obtain an EIN (Employer Identification Number). Think of it like the business equivalent of a social security number used by the IRS for tax purposes. It’s especially crucial if you plan to hire employees, open business checking accounts, apply for financing, or manage other common compliance needs. Luckily, obtaining your federal EIN is free and relatively quick when applying online. You can handle it solo or use a service to acquire your EIN.

Prepping Your Corporate Bylaws

Another important piece of bureaucratic paperwork comes in the form of bylaws. Although Oklahoma doesn’t legally require creating these governing documents, having internal bylaws is strongly advised. Corporate bylaws outline administrative procedures and formalities relating to:

• Conducting shareholder/board member meetings
• Appointing directors and officers
• Issuing stock certificates and dividends
• Amending existing bylaws

Bylaws allow leadership roles to be clearly defined. They also establish a foundational hierarchy for decision-making and holding productive meetings. While generating corporate bylaws seems intensive, formation services include templates preloaded with all the necessary clauses. Some minor customization for your operations and ownership structure gets them submission ready.

Hosting Your Organizational Board Meeting

The first official board meeting serves as corporate housekeeping now that your business is a legal entity. Use it as a chance to accomplish necessary compliance tasks like:

• Electing initial corporate directors
• Ratifying bylaws
• Appointing officers: President, Secretary, Treasurer etc.
• Issuing stock certificates to shareholders
• Executing resolutions to open a business bank account and more

Oklahoma statute 18-1012 specifies a few meeting guidelines. Namely, providing at least two days advance written notice including the meeting time/place and agenda items for consideration. But participants can waive formal notice requirements if they please. Either way, be sure to document your meeting minutes in detail.

Opening an Oklahoma Business Checking Account

Speaking of banking needs...failing to establish a dedicated business account leaves your personal assets and finances commingling with the company’s. This dangerous arrangement negates liability protections and often runs afoul of lenders in the event of an IRS audit.

To open a corporate checking or savings account, Oklahoma banks typically request:

• The filed Certificate of Incorporation
• IRS-issued EIN
• Bylaws indicating who holds account authorization or a Corporate Resolution to Open Bank Account naming authorized officers

For more information, take a look at our article on the key benefits of business checking accounts.

Maintaining Your Business Compliance

You’ve done the big stuff—incorporating, gaining licensure, launching operations. But the continued work of sustaining a corporation in good legal standing with Oklahoma falls on you as well. These post-formation filing duties include:

• Annual Franchise Tax Report: All Oklahoma corporations must file a combined annual report and franchise tax return. You input current officer details and calculate taxes owed based on the corporation’s use of capital in-state. The annual due date is July 1st with penalties for late payments.
• State Tax Registration: Beyond franchise taxes, you must register for additional tax IDs to remit sales tax, withhold payroll tax, and file returns. This registration is easily handled online via the Oklahoma Taxpayer Access Point. Expect to provide your EIN, corporate banking details, and NAICS industry code.
• Business Personal Property Reporting: This form documents your taxable business equipment assets sited within state jurisdiction. Office furniture over $2,500, machinery, computers, and other personal property get tallied minus certain exemptions. Returns are typically due between January 1st - March 15th.
• Keeping Accounts in Order: Along with tax compliance, make sure to hold and document annual shareholder meetings. Also file periodic updates like changes in corporate officers, amendments to bylaws, modifications to ownership shares, and any evolving registered agent/office changes.

Conclusion

And that covers the extended process of starting and maintaining a corporation in the state of Oklahoma! By leaning on this guide and enlisting help from an experienced incorporation service, expect an efficient path to officially registering your company without expensive compliance missteps down the road.