Form a Corporation in Oklahoma.

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Choosing a Corporation Name

You’ll need to choose and register a name for your new Oklahoma corporation before you can actually conduct business in the Sooner State. The name you choose must be readily distinguishable from the names of all other registered and reserved business entities on file with the state.

Additionally, it may not contain language that states or implies that it is another business entity or that it is organized for some purpose other than one allowed by state law and its certificate of incorporation.

Your new business’ name must include one of the following words, an abbreviation thereof, or words or abbreviations of similar meaning without punctuation in another language (but still in Roman characters):

  • “Association”
  • “Club”
  • “Company”
  • “Corporation”
  • “Foundation”
  • “Fund”
  • “Incorporated”
  • “Institute”
  • “Limited”
  • “Society”
  • “Syndicate”
  • “Union”

An available corporate name may be reserved for 60 days for a $10 fee.

Articles of Incorporation

Before it can begin conducting business in the state, a new Oklahoma corporation must file a certificate of incorporation with the Business Filing Department of the state Secretary of State’s office. The certificate must be executed (signed) and delivered by at least one incorporator, who must be a natural person, partnership, association, or corporation.

The certificate must be accompanied by a $50 minimum fee based on the authorized capital specified in your certificate, calculated as follows:

  1. For no-par shares (i.e., without par value), multiply the number of authorized shares by $50. This means that the minimum $50 filing fee allows you to authorize just one share without par value.
  2. For shares with a stated par value, multiply the par value amount of each share by the number of par value shares authorized.

The filing fee for par value shares is $1 for each $1,000 of capital or fraction thereof. The minimum $50 filing fee allows you to authorize $50,000 of capital (for example, 50,000 shares with a par value of $1 each or 500,000 shares with a par value of 10 cents each). Most incorporators authorize par value shares with a total par value of $50,000 in order to authorize an adequate number of shares for the minimum filing fee.

The following information must be included in the certificate of incorporation:

  • The name and address of each incorporator
  • The total number of shares authorized for issue
  • The par value of each share (or a statement that the shares have no par value) or, if applicable, the number of shares and par value of each class of shares
  • The address of the corporation’s registered office in the state
  • The name of the corporation’s registered agent there
  • The nature of the corporation’s business
  • If the powers of the incorporator(s) are to end when the certificate is filed, the names and addresses of the initial directors.

Oklahoma law also allows (but does not require) optional items to be included in the certificate of incorporation for those corporations who wish to formally specify additional information, such as:

  • Provisions for managing the business and regulating its affairs
  • A specific provision authorizing a court to order, in certain situations, a meeting between the corporation and its shareholders or creditors
  • Preemptive shareholder rights
  • Changing the number of votes required for corporate action
  • The duration of the corporation, if not perpetual
  • Personal liability of shareholders for corporate debts in certain situations.
  • Limitations on a director’s liability for money damages to the corporation or its shareholders in certain situations

Registered Agent and Office

Every Oklahoma corporation must have a registered agent in the state-the person or office designated to receive official state correspondence, both administrative and legal.

The registered agent must be an Oklahoma resident whose business office is the same as the registered office, the corporation itself, or a business entity authorized to conduct business in the Sooner State that has a business office identical to the registered office.


Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their business and affairs. An Oklahoma corporation must keep a copy of its bylaws at its principal executive office, but is not required to file them with the state. At its initial meeting, the incorporators, initial directors, or the board of directors should-prior to any payment of stock to the corporation-adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer will have the responsibility for preparing minutes of director and shareholder meetings.

It is allowed for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws.

Requiment Reports

Oklahoma corporations must file a report with the Oklahoma Tax Commission each year either between July 1 and August 31 or by the corporation’s income tax return deadline, depending on the corporation’s choice. This report must show:

  • The amount of the corporation’s authorized capital stock, interests, and certificates, and the amounts thereof which are paid up
  • The number of units into which the corporation’s stock is divided
  • The par value of each stock unit and the number of units issued and outstanding
  • The address of the corporation’s place(s) of business
  • The value of all property owned or used in its business in or out of the state
  • The value of all property owned or used in its business within the state as it existed on the last day of the tax year
  • The total amount of all business during the tax year, regardless of location
  • The total amount of business transacted within the state during the tax year
  • The names and addresses of the corporation’s officers


Oklahoma corporations are subject to a flat tax of six percent on all corporate income. This tax ranks the state 36th highest among states levying corporate income taxes. Oklahoma corporations also pay an annual franchise tax, currently set at a rate of $1.25 for each $1,000 of capital invested or used in Oklahoma. Corporations can pay the franchise tax annually when they file their Oklahoma corporate income tax returns.

“S corporation” status is recognized by the Oklahoma Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

Learn more about incorporating in Oklahoma

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Commonly Asked Questions For Starting a Oklahoma Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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