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:

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

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

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.

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

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.