Oklahoma corporations are business entities in the state of Oklahoma that are owned by shareholders. Often times shareholders will name an incorporator to form the corporation making it a separate entity from them.

Forming an Oklahoma Corporation

There are a few steps that you will need to take to form a corporation in the state of Oklahoma. To incorporate you will need to:

  • Pay the $50 incorporation filing fee though the fee may be higher depending on the number of shares you plan to issue as well as their par value.
  • Send your Articles of Incorporation along with the fee to the Oklahoma Secretary of State's office. If you file by mail, it can take 7 to 10 days to process. Filing online or in person usually takes one business day. You can choose same day processing for an additional $25 fee.
  • Choose a name that includes the suffix indicating you are a corporation such as corporation, incorporated, corp., or inc.
  • List your Oklahoma registered agent including their name and physical address. Your registered agent will need to be able to receive paperwork on behalf of the corporation during normal business hours.

All corporation are subject to Oklahoma state corporate law which includes filing an annual report and paying the corporate tax income of 6%. Your corporation will also need to get an EIN which can be applied for free at the IRS website.

Requirements for Forming an Oklahoma Corporation

There are certain requirements for forming a corporation in Oklahoma including limits on liability, structure, management, and compliance. Some things to consider when forming a corporation in the state include:

  • Ownership Rules - C corporations can have as many shareholders and classes of stock that they wish, but S corporations will be limited to 100 or fewer shareholders and one class of stock.
  • Taxes - C corporations will be taxed separately; once at the corporate level and then at the shareholder level where they will pay taxes on the earned dividends. An S corporation is a pass-through tax entity which does not pay corporate taxes and instead, each owner reports their portion of the business income on their personal tax return.
  • Documents - S corporations will need to file a Form 2553 with the IRS to elect an S corporation status.

There are also requirements in the state for those who are starting a corporation. Some requirements the state has include:

  • Number of Directors - By state law, there must be at least one director or one incorporator per corporation. An incorporator can be an individual or a company.
  • Residency - While there are no residency requirements for those incorporating, the corporation's registered agent must be an Oklahoma resident.
  • Duration of the Corporation - The lifespan of your corporation will need to be included in your Articles of Incorporation unless it is to have a perpetual existence. This can be stated as a time frame or an event.
  • Statement of Purpose - Your Articles of Organization will need to say the stated purpose of forming your corporation. It does not have to be overly specific and can be as simple as engaging in a lawful activity under the general corporate law in Oklahoma.
  • Capital - Your incorporation papers will need to include the capital you have authorized as well as the number of shares of stock and how many classes will be issued.
  • Directors - The names and the addresses of the first board of directors will need to be included in the incorporation documents.
  • Name - You must choose a name completely different from any other registered company and have the appropriate designator following it.
  • Reporting - You will be required to file an annual report each year with the Oklahoma Tax Commission.
  • Employer Identification Number - You must apply for an employer identification number with the IRS which will serve as your company's social security number and be used for tax reporting.
  • Other Reporting - The state of Oklahoma does not require their corporations to keep records of their meeting minutes or bylaws to maintain their corporate status, though it is recommended to protect the legality of your corporation.

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