Oklahoma S Corp Formation

Oklahoma S Corporation Formation

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Steven S.

Steven Stark

348 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard Gora

182 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua Garber

244 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Noah H.

Noah Herrick

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Over seventeen years of transactional and litigation experience practicing commercial and government contract law. Experience handling environmental compliance matters unde... read more
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Stephen S.

Stephen Scapelliti

Stephen Scapelliti is corporate counsel and staff member for Progressive Coders Network, a non-profit which facilitates and promotes the use of open-source software and tec... read more
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Austin J. E.

Austin J. Edwards, Esq.

Austin J. Edwards is an attorney at law with two years of experience. He has worked with some of the largest pharmaceutical and financial businesses in the United States, and is licensed to practice law in New Jersey. Austin obtained his legal degree from Howard University School of Law. He is experienced in dealing with legal matters related to real estate, as well as in legal research and writing. He has been the managing attorney of Ernst & Young Financial Group since September 2015.
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David Montoya

David Montoya is a well-experienced Lawyer who enjoys working with businesses both small and medium sized. In the past, he worked in the Investing and Entrepreneurial World. His focus is on startups, venture capital and private equity. He is also a Certified Public Accountant - bringing a whole new aspect to his Law Practice. He is helping a passion for students and their families with issues related to bullying and harassment.
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Roger M.

Roger Matthews

2 reviews
Roger Matthews has been a corporate attorney for almost 50 years. He graduated with a legal degree from Harvard Law School. Roger also attended Yale College. He has been licensed to practice law in multiple U.S. states, but currently resides and offers his legal assistance to corporate clients in Massachusetts. Roger recently became a senior counselor at Dharlaw LLP. Previously, he as a partner and senior attorney at Denner Associates.
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Nina-Belle M.

Nina-Belle Mbayu

Texas State licensed attorney looking for supplemental employment to utilize extensive research and writing, policy, pre-litigation, transactional, regulatory, and administ... read more
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Sam W.

Sam Widdoes

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Sam practiced commercial litigation and general outside counsel law for three years at a well-established mid-sized firm in Century City, CA. His practice included advising... read more
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Why use UpCounsel to hire a Oklahoma S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Oklahoma

Starting an S Corporation in Oklahoma with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Oklahoma with UpCounsel, the attorney you choose to help you will conduct a business name search for your Oklahoma S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Incorporation have been prepared and successfully filed with the Oklahoma Secretary of State, your Oklahoma S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S Corporation is to choose your business name.

The business name that you choose must contain the words "Incorporated" or "Inc." It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Oklahoma S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Oklahoma.

Requirements for Forming a Oklahoma S Corporation

Certificate of Incorporation: When forming an S Corporation in Oklahoma, the Certificate of Incorporation must be filed following NRS Chapter 86 with the Oklahoma Department of State Division of Corporations. Oklahoma state law requires that certain information be included in your Certificate of Incorporation when forming your Oklahoma S Corporation.

This information must include:

  1. The S-Corp's name and address.
  2. The S-Corp's purpose.
  3. The S Corporation must appoint a statutory agent designated to for its' service of process. The Original Appointment of Statutory Agent (incorporated into the Certificate form) must provide the agent's name and address as well as the agent's signature accepting the appointment.
  4. The number of shares the S Corporation is allowed to issue.
  5. The incorporator's name, address, and signature.

Additionally, a Oklahoma S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Oklahoma S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Certificate of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Certificate of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Oklahoma recognizes operating agreements as governing documents.

Membership: A S Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

Resident Agent needed for a Oklahoma S Corporation

Remember every Oklahoma S Corporation must have a registered agent in Oklahoma, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be a Oklahoma resident or business entity authorized to do business in the state. However, the registered agent must have a physical Oklahoma street address.

Oklahoma Secretary of State

Once you create an S Corporation in Oklahoma, the Oklahoma Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Oklahoma Secretary of State.

Recurring Responsibilities and Duties for Oklahoma S Corporations

Annual Report: Each S Corporation shall provide an annual report to the Oklahoma Secretary of State regarding its financial condition to each of its officers, directors, and registered agent. The first annual report is due by the last day of the first month after S-Corp's Article of Incorporation was filed. The initial filing fee is $125.

Records: Each Oklahoma S-corp must keep the following records open to inspection at its office:

  1. The Certificate of Incorporation and any amendments
  2. The S-Corp's Bylaws
  3. A stock ledger or a statement of where it is kept.
  4. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Oklahoma Secretary of State for specific licenses.

Filing Fees for a Oklahoma S Corporation

The filing fee is based on the total authorized capital (number of shares multiplied by the par value). The fee is $1.00 per $1,000 of authorized capital. No par value stock is valued at $50n per share. The minimum fee is $50.

Taxes for a Oklahoma S Corporation

A Oklahoma S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Oklahoma state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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