Form a Corporation in Oklahoma.

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:

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:

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:

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

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:

Directors

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.

Requirement 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:

Taxes

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.