Form an LLC in Oklahoma.

Articles of Organization

The formation of an Oklahoma LLC means that you have to file articles of organization (along with the $100 filing fee) with the Business Filing Department of the Oklahoma Secretary of State’s office. The articles, which must be signed by at least two persons organizing the LLC, must include:

• The LLC’s name
• The duration of the LLC and, if not perpetual, the date of its dissolution
• The street address of the LLC’s principal place of business
• The address of the LLC’s registered office
• The name of the LLC’s initial registered agent there

Your new LLC is officially deemed “organized” after the LLC’s articles of organization and an exact copy are delivered to the Business Filing Department with the filing fee.

A certificate of organization will be issued and delivered, along with the conformed copy, to the LLC’s representative by the state. The original articles of organization will be filed with the Secretary of State.

Registered Agent and Office

All Oklahoma LLCs must continuously maintain both a registered agent and registered office in the state-the person or office designated to receive official state legal and administrative correspondence.

An Oklahoma LLC’s registered agent may be the LLC itself, an individual Oklahoma resident, or a corporation, LLC, or partnership authorized to do business in Oklahoma. The registered agent’s business office must be the same as the corporation’s registered office.

The registered office may be-but doesn’t have to be-the LLC’s place of business.

Operating Agreement

The LLC’s next most critical document is its operating agreement. Having an operating agreement is not officially required by the state, but it’s a very important internal document that sets forth how the LLC will run. The operating agreement should list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Often, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to change or repeal the operating agreement or any provision thereof.

Membership in the LLC

An Oklahoma LLC must have at least one member. Members may acquire an interest in the LLC either in proportion to their contribution or in some other way that is in accordance with the LLC’s operating agreement.

The contributions of a member to the LLC may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

An Oklahoma LLC member is not allowed to withdraw from the LLC unless the LLC’s written operating agreement specifically allows such a withdrawal. A member who withdraws due to wrongful conduct is liable to the LLC for any resulting damages, which may include the reasonable cost of replacing the services that the withdrawn member was obligated to perform. The operating agreement may also make provisions for expelling a member, with or without cause, which shall include reasonable provision for the distributable interest.

If the LLC is manager-managed, unless the articles of organization or the operating agreement states otherwise, managers will be elected by a majority vote of the members, and can be removed by the written agreement consent of the entire membership.

Ongoing Requirements

Every Oklahoma LLC must file an annual certificate with the Oklahoma Secretary of State confirming that it is an active business and providing the address of its principal place of business.

An Oklahoma LLC must keep the following types of records open for inspection at its principal executive office:

• The names and addresses of each current and former member and manager
• Records setting forth the relative voting rights of the members
• A copy of the articles of organization and any amendments
• Copies of the LLC’s federal, state, and local income tax returns and financial statements for the past three years
• Copies of current and previous operating agreements and all amendments
• The amount of cash and a statement of the agreed-upon value of other property or services contributed by each member
• The times or events upon which members are to make any additional contributions
• The events which would trigger the LLC’s dissolution and the winding up of its affairs

It’s also a good idea to keep copies of the minutes of the various meetings of the members and managers.

Dissolution

An Oklahoma LLC is dissolved when any one of the following events occurs:

• On the occurrence of an event or events specified in the articles of organization or operating agreement
• Expiration of the LLC’s duration
• Written agreement to dissolve by all members
• The entry of a court order

Taxes

An LLC offers members certain tax advantages over a corporate structure. This includes access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through entity” for tax purposes, meaning that LLC owners report business profits and losses on their individual tax returns.

The tax rate for Oklahoma LLCs, therefore, varies based on the Oklahoma taxable net income per reporting period and the rest of the LLC owner/member’s financial situation. Oklahoma’s personal income tax structure consists of seven brackets with a top rate of 5.65 percent that takes effect at an income level of $8,700.

Oklahoma’s top income tax rate is 30th highest among states levying personal income taxes.