If you are looking to register your foreign corporation with the Oklahoma Secretary of State, and you’re unsure of the requisite steps, you’ve come to the right place. Our Start a Business tutorials have been designed to give insight into the business filing processes of each state in America. This particular state has supplied an online registration portal, described below, that can be used to expedite the filing procedure. On this webpage you will also be able to review the paper filing process for foreign entities which involves no more than completing the PDF of the filing form, supplying the filing fee (see paragraph below) and mailing the completed package to the office of the Secretary of State.
The filing fees for foreign corporations will start at $300 and is applicable to both profit and non-profit businesses. The entities which function for profit will be required to pay based on the total authorized capital (TAC) or invested capital in Oklahoma. In short, the fee will equal one tenth of one percent. Therefore, if the TAC or the expected invested capital is above $300 000, the corporation will be required to supply $1 for every additional $1000. That being said, if the amount of the capital which is expected to be invested in Oklahoma over the next year is greater than that of the total authorized capital of the corporation, your filing fee will automatically be based on the TAC.
Before filing, we always recommend that applicants perform a Business Entity Search to research the availability of their current entity name prior to registration. This name availability check has been incorporated already into the online filing procedure so this step is much more pertinent to those filing through the mail. Regardless of your delivery method, it might be wise to reserve your corporate name prior to filing to ensure that no other business will be able file under it while you prepare for registration. For those who are still confused, review the instructions on this PDF
How to File (Online)
The registration for all foreign entity types, be it professional, profit or non-profit, is very similar. Most steps below apply to all three, however, there are a few which are exclusive to one type or the other. We’ll be sure to point that out as we go along. If you’d like to create an online account with the Secretary of State website it will allow you to manage your filings more effectively going forward.
Step 1- To begin, navigate to this website and select your entity type from the provided list.
Step 2- For those without an account, you will be required to provide your name and email before beginning.
Step 3- You will be able to start a new filing by clicking Start New on this page.
Step 4- This page will display the special instructions for filing your particular entity as well as the statutes which govern its formation.
Step 5- This is the step that will provide the aforementioned name availability search. Provide your corporate name into the name field and click the magnifying glass icon. If no results are found, you will most likely be permitted to use the name. Click Next to advance to the next step.
Step 6- Here you will be able to provide the address of the corporation’s principle place of business as well as its email. Click Next to proceed.
Step 7- Your corporate purpose as a professional, profit or non-profit entity will need to be relayed in this section in 4000 words or less.
Step 8- If there is to be a future effective date of the filing, indicate that date in the provided field. Otherwise, you will be able to click Filing Date and Next to proceed.
Step 9- In Oklahoma, it is necessary that all foreign businesses use the Secretary of State as their registered agent. If you’d like to use an additional registered agent, you may do so by selecting Yes on this page. If not, indicate that this is the case and click Next.
Step 10- The registered agent fields will be filled out with the Secretary of State’s info. To proceed, click Next.
Step 11- As a foreign entity, you’ll need to provide your jurisdiction of initial incorporation at this juncture.
Step 12- Your assets and liabilities will need to be supplied as well. Here you will need to indicate the monetary value of the assets, the liabilities as well as the maximum amount of capital your corporation intends to invest in Oklahoma at any time during the current year.
Step 13- Profit and professional corporations will need to enter their authorized capital consisting of shares here. Click Add Stock then, on the next page, indicate the type of stock and supply the number of shares, the par value of said shares and the series (if applicable). When all stock has been accounted for, you may proceed.
Step 14- You can choose between authorized capital and invested capital in regards to its effect on your filing fee. Once you’ve made the distinction, you will be able to proceed. This step is only applicable to profit corporations.
Step 15- Foreign corporations, across the board, will be required to attach a certificate of good standing or like document issued by the authorities of the jurisdiction of their initial formation. The certificate will need to be issued within 60 days of your filing with Oklahoma. On top of that, professional corporations must supply the State with certification from the regulatory board associated with the profession to be practiced by the entity. Once all documents have been uploaded in PDF format, you will be able to proceed.
Step 16- You may provide the requisite signatures at this juncture by clicking Add Signature and typing the name into the supplied field.
Step 17- Here you will have the opportunity to review all the information you’ve just submitted in the application before proceeding to the next step. Providing that it all seems accurate, click Continue.
Step 18- Your filing fee and filing type will be displayed here. Click Begin Checkout if you wish to pay for your filing fee immediately and submit your application.
Step 19- To checkout, you will have three options. You may sign into your pre-existing account, you may register for an account (tutorial found here), or you can simply Continue as Guest.
Step 20- This step only applies to guests of the website. You will need to provide the business name, your name and address as well as your contact information before you will be able to pay the filing fee.
Step 21- In your cart, you should be able to see the filing as well as the filing fee total. Select your payment method (credit card, ACH account, pre-paid account) and enter your billing information into the provided fields.Once you’ve added the payment, the next page will have you reviewing your submitted data and officially submitting your filing to the Secretary of State for processing.
How to File (PDF)
Step 1- Regardless of whether you plan on filing as a non-profit or a profit corporation, you will be required to download the Certificate of Qualification. There doesn’t seem to be a form specific to professional corporations, however, this certificate should still serve the needs if this is indeed the type of entity you plan on filing.
Step 2- When you have it open in your PDF viewer, you will be able to provide all of the below information.
- 1- Name of corporation
- 2- State or jurisdiction of initial formation
- 3- Mailing address of principle place of business
- 5- Name and address of additional registered agent (if applicable)
- 6- Business corporation proposes to conduct in Oklahoma
- 8- Assets and liabilities of corporation
- 9- Selection between profit and non-profit
- 10- Class, number of shares, series and par value of authorized shares (if profit)
- 11- Maximum amount of capital corporation intends on investing in the State of Oklahoma
- 12- Email of contact person
- Signature of president/vice president and printed name
- Signature of secretary or assistant secretary and printed name
Step 3- After you’ve completed the PDFs, you will be able to print them out and provide the required signatures. You may then attach to the application, a certificate of good standing from your state/country of initial formation as well as certification from the appropriate regulatory board if you represent a professional corporation. Mail the filing package, along with a check made out to the Secretary of State covering the $300 filing fee, to the below address for processing. Note that this fee may vary depending on your total authorized capital. See the directions at the top of the page or in the PDF’s instructions.
Business Filing Department
421 N.W. 13th, Suite 210
Oklahoma City OK 73103
Renewal– Unlike limited liability companies and limited partnerships, a corporation is not required to renew each year with the office of the Secretary of State. This means that, as opposed to most states, there is no corporate annual report due with a set filing fee. You are not completely exempt from a annual fee or filing, however, as it is necessary that your corporation files a franchise tax return each year with the Oklahoma Tax Commission. This return can be submitted on the 1st of July and must be accompanied with either a $50 (profit) or $25 filing fee (non-profit). You may download the requisite form here or click on the heading of this paragraph for more information.