Register your business in Oklahoma

LLCs and corporations file with the Oklahoma Secretary of State¹. So do limited partnerships and limited liability partnerships. A general partnership is not formed by a filing. A sole proprietorship has no formation filing. A name other than the legal name is a trade name, filed with the same office.

What’s different in Oklahoma

• The LLC’s yearly filing is an anniversary certificate of $25⁸. The notice goes only by email, to the address on file¹. Stay compliant has the consequence of missing it.
• The company can be its own registered agent. The agent is the Oklahoma business itself, an individual who lives in Oklahoma, or a corporation, LLC or limited partnership that is on the Secretary of State's records and in good standing⁶.
• A trade name is a state filing for $25⁹, and the form includes an individual. A partnership fictitious name is a different form.
• A corporation’s filing fee is not one number. It starts at $50² and follows authorized capital.
• Professional entities cannot be filed online. They need a certificate from the licensing board.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership or sole proprietorship. A sole proprietor has no formation filing and can skip to the trade name if one is needed. A licensed profession may need a professional LLC or corporation, and that filing is on paper. Pick an entity compares them.
2. Check the name in the Secretary of State’s name availability search. An LLC name must contain limited liability company or limited company, or LLC, LC, L.L.C. or L.C. Limited may be Ltd. and company may be Co., and it must be distinguishable on the Secretary of State's records from existing corporations, limited partnerships and LLCs, from corporations that existed in the last three years, and from trade names, fictitious names and reserved names. A corporation name must contain association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate or limited, or an abbreviation². Not ready to file? Reserve the name for 60 days for $10¹. One catch: a filed copy of the reservation has to be attached if the applicant's name or address is not on the formation document¹¹. Search the web and the federal trademark database too. Oklahoma also has its own trademark registration, $50⁴ per class, which is a different filing from a trade name.
3. Choose a registered agent. The agent may be the Oklahoma business itself, an individual who lives in Oklahoma, or a corporation, LLC or limited partnership that is on the Secretary of State's records and in good standing⁶. The office must be an Oklahoma street address, not a post office box, open during regular business hours¹. Changing the agent later is $25⁴.
4. File at the online filing page, or mail or walk the form to 421 N.W. 13th, Suite 210, Oklahoma City, Oklahoma 73103. The fee depends on the structure, below. Walking it in adds $25 for each document filed the same day. A credit card adds 4%¹. The Secretary of State does not state a processing time for a formation filing.* Check when you file.
5. File a trade name if you use another name. Use the trade name report for a business or individual, or the partnership fictitious-name certificate for a partnership.
6. Calendar the first certificate. An LLC’s annual certificate is due each year on the anniversary of filing the articles or the registration⁸. Put the email address on the articles. The notice goes only by email, to the address on file¹. Selling taxable goods means a sales tax permit: Get your tax IDs.

By structure

LLC

File Articles of Organization for $100. It takes one or more persons to form one. The company then files an annual certificate for $25, each year on the anniversary of filing the articles or the registration. The notice goes only by email, to the address on file¹. If it is not filed within 60 days after the due date⁸, the company ceases to be in good standing.

A registered series uses the same $100 formation fee and is not on the online list. Dissolving an LLC later is $50⁴.

If the Secretary of State ever acts as the LLC’s registered agent, state law charges $40 for it, due July 1 each year. That happens when the registered agent resigns and the LLC has not named a new one by the time the resignation takes effect¹². This is the annual agent fee on the fee schedule. An LLC that keeps its own registered agent does not owe it.

Professional LLC

The professional articles are also $100. Professional LLCs, limited partnerships and corporations cannot be filed online⁷. The name uses the usual LLC wording, modified by professional or an abbreviation such as PLLC. Attach a certificate from the regulating board that each owner or manager who will practice is licensed in Oklahoma³. The same paper-only rule covers a professional corporation and a professional limited partnership. If you are not sure your work needs that form, check with a legal professional.

Corporation

File a Certificate of Incorporation. The minimum is $50. The fee is 1/10 of 1 percent of total authorized capital (shares times par value), which is one dollar per 1,000 dollars. At 50,000 dollars or less, it is the 50 dollar minimum. No-par shares are valued at 50 dollars per share, for the fee calculation only². Check the total on the payment page.

You need at least one incorporator. A benefit corporation is marked on the same certificate². And S, C and 501(c)(3) are federal tax labels, not a choice on the state form⁶. S corporation status is the federal election, Form 2553¹⁵. It is not a box on this certificate.

The annual certificate on the fee schedule is a foreign corporation’s filing. Under state law, every foreign corporation files a certificate with the Secretary of State on the anniversary of its qualification, showing the most capital it has had invested in Oklahoma¹². A corporation formed in Oklahoma does not file it. The Tax Commission page on franchise tax is in Stay compliant.

Nonprofit

File a Certificate of Incorporation (not for profit) for $25⁴. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

A general partnership has no formation filing. If the partnership uses a name other than the partners’ names, the fictitious-name certificate is $50⁴. State law says the certificate must be signed by at least two of the partners¹³. A sole proprietor does not use it.

A statement of partnership authority is listed at $100⁴. The forms page does not say every partnership has to file one.* File it only if you mean to record that authority.

A limited partnership files a certificate for $100. The annual certificate is $50, and the FAQ groups it with the LLC: the LLC or limited partnership becomes inactive and not in good standing⁶. If the Secretary of State acts as a limited partnership’s registered agent, state law charges $100, due July 1 each year. That happens when the partnership does not keep an agent in Oklahoma, or its agent cannot be found at the agent's address¹³. It is the limited partnership annual agent fee on the fee schedule. A limited liability partnership files for $100⁴. The forms page does not list a yearly certificate for an LLP.* Check the fee schedule before you assume there is none.

Sole proprietorship

No formation filing. A name other than your own is a trade name report. Sales tax registration and any license your work needs still apply.

Trade names

File a Trade Name Report when you use a name other than the legal name. The fee is $25. The form can be filed by a corporation, LLC, trust, partnership, or an individual doing business under a trade name⁹. The form does not say the trade name has to be unique, and it does not say the filing gives you the name.* An LLC or corporation name does have to be distinguishable, including from trade names already on file. Oklahoma’s trademark registration, $50⁴ per class, is a separate form.

Formed in another state

An LLC formed elsewhere files a registration for $300. A for-profit corporation files a certificate of qualification. State law sets the fee at 1/10 of 1 percent of the most capital it has invested in Oklahoma during the fiscal year the certificate is issued, but never on more than its authorized capital, with a minimum of $300. Each year after that, on the anniversary of its qualification, it files an annual certificate for $10, plus 1/10 of 1 percent of any capital invested in Oklahoma beyond the amount it has already paid on¹². A foreign limited partnership is $300⁴. You need an Oklahoma registered agent before you apply. Forming in another state covers the tradeoffs.

What you get back

A filed certificate or articles, which you will need for an EIN and a bank. If you ask for electronic return, the office emails a link. The annual certificate notice, for an LLC, goes only to the email on file.