Key Takeaways

  • In Oklahoma, corporations do not file annual reports, but LLCs and limited partnerships must file an annual certificate.
  • The filing deadline is tied to the entity’s formation anniversary month, and fees differ by entity type ($25 for LLCs, $50 for LPs).
  • Missing deadlines does not create an immediate penalty, but businesses risk losing good standing and eventual dissolution.
  • Franchise tax is separate from the annual certificate and applies to corporations based on assets and revenue.
  • Foreign entities must register if doing business in Oklahoma, and filing requirements vary by activity.
  • Oklahoma offers both online and mail filing options, but online submission is faster and includes instant confirmation.

An Oklahoma annual report must be filed by businesses registered in Oklahoma with the secretary of state's office. The type of report, cost, and frequency depend on the specific business entity.

Annual Report Fees by Business Type

  • Corporations in Oklahoma are not required to file an annual report.
  • Limited liability companies (LLCs) must file an annual certificate by mail or online by the anniversary of the company's establishment date. The fee is $25. No late fee is charged, but the LLC loses good standing after 60 days and can be dissolved or revoked if the filing is not made for three years. The report can be filed by a member or manager.
  • Limited partnerships must file an annual certificate each year during the registration anniversary month. This can be done by mail or online for a $50 fee.
  • Nonprofit corporations are not required to file an annual report.

Annual Certificate Deadlines and Penalties

Oklahoma does not impose traditional late fees for missed annual certificate filings. However, failing to file within 60 days of the anniversary date causes an LLC or limited partnership to lose good standing with the Secretary of State. If the certificate remains unfiled for three consecutive years, the entity may be administratively dissolved or revoked. Reinstatement after dissolution requires filing the overdue certificates and paying the standard fees, which can delay business operations and impact legal protections.

Completing the Annual Certificate

You can download a blank certificate form from the Oklahoma secretary of state website and mail it in. You can also complete the filing online. You'll need to provide information that includes the name of your company, your state filing number, the street address of your main business location, and the anniversary date of your business entity.

Filing Methods in Oklahoma

Business owners can submit their Oklahoma annual certificate in two ways:

  • Online Filing: Available through the Oklahoma Secretary of State’s business portal. This option is recommended because processing is immediate, and filers receive a confirmation receipt.
  • Mail Filing: Businesses may download the form, complete it manually, and mail it with the appropriate fee. Mail submissions take longer to process and require a check or money order.

When filing online, you’ll need your Oklahoma SOS Entity Number, which can be found via the state’s business search tool. Regardless of the filing method, maintaining accurate records of confirmation receipts is important for compliance.

State Business Tax

If you have an LLC, you report the business profits and losses on your individual tax return. This is called pass-through taxation. However, some states also require LLCs to pay a separate business tax. Although Oklahoma once charged LLCs an annual $25 business activity tax, this has since been repealed.

If your business pays a salary to a member who does not live in Oklahoma, you are subject to certain income withholding requirements. To learn more, consult the Oklahoma Tax Commission.

An LLC can choose to be taxed as a corporation by filing IRS Form 2553. This means the company must file its own tax return. In Oklahoma, corporate income tax is a flat rate of 6 percent of taxable income. You must file state Form 512 to pay this tax each year.

State Employer Taxes

If your Oklahoma company has employees, you are responsible for employer taxes. Some are paid at the federal level and others to the state. You'll need to apply for a free employer identification number (EIN) from the IRS.

To pay state employee income taxes, file Form WTH 10006, which can be done online through the Oklahoma Taxpayer Access Point. Your withholding taxes will need to be filed either quarterly or monthly with Form WTH-10001. You will also need to file periodic withholding reconciliation forms.

To pay state unemployment insurance taxes, register with the Oklahoma Employment Security Commission. You'll need to first complete Form OES-1, which can be done through the EZ Tax Express portal, then file a quarterly Form OES-3.

Sales and Use Taxes

If you will be selling taxable goods to Oklahoma customers, you must collect sales tax and remit it to the state tax department. You can register to pay sales and use tax online with Form OTC 40001. You will receive a sales tax permit in the mail. You can pay your sales tax online using Form STS 20002.

Franchise Tax

Oklahoma businesses must pay annual franchise taxes using Form FRX 200. This is based on the volume of yearly revenue and the value of state-held assets at a tax rate of $1.25 per $1,000. The franchise tax is waived for revenue and assets of less than $200,000 and is capped at $20,000.

If you do not file your franchise tax form by July 1 of the following year, you'll receive a penalty of 10 percent plus 1.25 percent interest per month until it is paid.

Franchise Tax and Annual Certificate Connection

Although corporations in Oklahoma are not required to file an annual report, they are subject to the state’s franchise tax. This tax is separate from the annual certificate required of LLCs and LPs. Corporations must file their franchise tax return annually with the Oklahoma Tax Commission. Entities that fail to pay this tax may be suspended from conducting business in the state.

For many business owners, confusion arises between the annual certificate and franchise tax. The key difference is:

  • The annual certificate is filed with the Secretary of State and applies primarily to LLCs and LPs.
  • The franchise tax return is filed with the Tax Commission and applies to corporations.

Businesses should ensure compliance with both requirements, when applicable, to avoid lapses in good standing.

Registering as a Foreign Entity

If you have an Oklahoma business but plan to do business in other states, you'll need to register in those states as a foreign entity. This process depends on the state in question; some states do not require foreign registration while others have lengthy requirements.

In most states, whether you're considered a foreign entity depends on whether:

  • You have a business location there
  • You have employees there
  • You solicit business there

In most cases, registration requires a certificate of authority or related form.

Consequences of Non-Compliance

Failure to file the annual certificate or maintain franchise tax obligations can lead to:

  • Administrative dissolution (for LLCs and LPs).
  • Suspension of corporate rights (for corporations that miss franchise tax payments).
  • Inability to secure state certificates of good standing, which are often needed for loans, licenses, and contracts.
  • Higher reinstatement costs and delays when seeking to restore compliance.

By staying current on filings, businesses preserve their legal protections, maintain credibility with banks and partners, and reduce the risk of state-imposed restrictions.

Frequently Asked Questions

  1. Do corporations in Oklahoma need to file an annual report?
    No. Corporations do not file annual reports but must file an annual franchise tax return with the Oklahoma Tax Commission.
  2. What is the filing fee for an Oklahoma LLC annual certificate?
    The fee is $25, payable online or by mail to the Secretary of State.
  3. What happens if I miss the Oklahoma annual certificate deadline?
    Your LLC or LP will lose good standing after 60 days and may be dissolved if unfiled for three years.
  4. Can I file the annual certificate online?
    Yes. Online filing is the fastest method and provides instant confirmation. Mail filing is also accepted but slower.
  5. Is the annual certificate the same as the franchise tax?
    No. The annual certificate applies to LLCs and LPs, while franchise tax applies to corporations and is filed with the Tax Commission.

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