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:
- 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.
- 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