SunDoc handles business filing in all 50 states and would be happy to handle all or some of the filing paperwork you require for your business incorporation.

It may be beneficial to consult with a licensed professional when it comes to Oklahoma incorporation, and this will mostly depend upon on your specific situation. However, it is not absolutely necessary to have a lawyer when forming a corporation in the state of Oklahoma and filing the necessary paperwork. 

Overall, incorporation in Oklahoma is quite straightforward. Below, we will give you a brief overview of what you will need to do and prepare as you move toward incorporation. 

Overview

Be prepared to pay a filing fee in order to create your corporation and file the necessary paperwork with the Secretary of State of Oklahoma.

In addition to this fee, you will also need to know several things, including what type of corporation you would like to create, what the name of your corporation will be, how many shares you’ll be authorizing your new corporation to issue, and the number of shareholders you’ll have. You will also need to have an address for your new corporation and a person or company to name as the registered agent.

Next, you need to have a federal tax ID number. This is also known as an EIN or employer identification number. For absolutely no fee, this can be obtained from the Internal Revenue Service (IRS).

After this, make sure that you have an initial Board of Directors meeting where you can adopt your bylaws and appoint officers. Keep in mind that you will not need to list your officers or include the bylaws in your articles of incorporation that you filed with the state.

Lastly, beginning in the following year after you incorporate, you’ll need to pay a filing fee and file your first annual report. Your annual report will list directors and officers of the new corporation

If you would like additional information or advice on Oklahoma taxation, be sure to consult with a tax attorney or an accountant who understands this area of law.

Incorporating

When incorporating in the state of Oklahoma, you have several choices about the type of corporation you’d like to create. For an unlimited potential number of shareholders, you’ll want to choose the most common corporation type: a General Stock Corporation. If you’d like to set a limit on the number of shareholders in your articles of incorporation, you can choose to be a Close Corporation. This caps the maximum number of shareholders at 35. Finally, certain professionals may benefit from a Professional Corporation, mandated by the state of Oklahoma.

There are forms provided by the state of Oklahoma that can be downloaded. These forms meet the minimum requirements of the Oklahoma Corporations Code. It’s also possible to have an attorney draw up new forms that meet your specific needs from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Your bylaws will outline the number and limit of directors your corporation can have (unless this is stipulated in your articles of incorporation). Generally, there needs to be a minimum of three directors. On the other hand, in cases where there are less than three shareholders or where shares have not been issued, less than three directions is possible. Still, all corporations need to have at least three officers: President, secretary, and treasurer. Remember that if you like, one person can fill all of these roles. 

If you need to change your company bylaws, have a vote of shareholders and directors in a formal board meeting. Changing your articles of incorporation is more difficult. To do this, you will need to file an amendment with Oklahoma State.

Things like the powers of your directors and the methods and times of your board meetings must be set in your corporate bylaws. These must be in accordance with the provisions of Oklahoma law. At all of your board meetings, you must keep minutes. 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Oklahoma Corporate Kit page.

Registered Agent

You must have a registered agent for your Oklahoma corporation. This could be a company or an individual, but they need to be reliably available during business hours at a specific address. They must be available in this way so that they can be contacted for legal or other reasons by the state when necessary.

SunDoc can assist you in outsourcing your company routine by providing the services of a registered agent for you. For more information about these services, please read our article: What is a Registered Agent? Why Do I Need One?

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Oklahoma according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches or SunDoc can run the name searches and reserve your ultimate name choice.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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