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Form an LLC in Oklahoma.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new Oklahoma LLC’s name must be readily distinguishable from any other business entity’s name registered or reserved with the state during the past three years.

Your new LLC’s name must end with the words “Limited Liability Company” or “Limited Company,” or the abbreviations “L.L.C.” or “L.C.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.” The name may not state or imply that it was organized for some different purpose than what is stated in its articles of organization.

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

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.

Learn more about forming an LLC in Oklahoma

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silver

$49

+ $104 (state fee)

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

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

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Gold

$149

+ $104 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $104 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Oklahoma LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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