How to Form an LLC in Oklahoma

To form an LLC in Oklahoma, here's everything you need to know.

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Here are the steps you need to take to form an LLC in Oklahoma. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC

1. Choose a Name for Your LLC

Under Oklahoma law, an LLC name must include the words "Limited Liability Company" or "Limited Company," or the abbreviations "LLC," "LC," L.L.C.," or L.C." The word "Limited" may be abbreviated as "Ltd.," and the word "Company" may be abbreviated as "Co."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Oklahoma Secretary of State. Names may be checked for availability at the Oklahoma Secretary of State business name database.

You may reserve a name for 60 days by filing a Name Reservation with the Oklahoma Secretary of State. The reservation may be filed online through the Oklahoma Secretary of State Entity Filing webpage or by mail. The filing fee is $10.

2. File Articles of Organization 

An Oklahoma LLC is created by filing Articles of Organization of an Oklahoma Limited Liability Company with the Secretary of State. The articles must include: the LLC's name and address; its term of existence; and the name and address of the LLC’s registered agent. The articles may be filed online through the Oklahoma Secretary of State Entity Filing webpage or by postal mail. The filing fee is $100.

3. Appoint a Registered Agent

Every Oklahoma LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be (1) an Oklahoma resident; (2) an Oklahoma LLC itself; or (3) a domestic or foreign business entity authorized to do business in Oklahoma. The registered agent must have a physical street address in Oklahoma.

All of the paperwork and procedural steps to start a limited liability company in Oklahoma can be done online using Nolo's Oklahoma Online LLC Formation application.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Oklahoma but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization. 

5. Publication Requirements

None.

6. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN),  even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. 

7. File Annual Reports

All Oklahoma LLCs and foreign LLCs authorized to do business in the state must file an Annual Certificate with the Oklahoma Secretary of State. LLC annual reports are due for the year in which they are filed. The annual report must be received by the Office of the Secretary of State prior to the anniversary date to avoid late filing penalties. You may file the report online through the Oklahoma Secretary of State Entity Filing webpage or by mail. The fee for filing the annual report is $25.

8. Foreign LLCs Doing Business in Oklahoma 

To do business in Oklahoma, all LLCs organized outside of the state must register with the Oklahoma Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be (1) an Oklahoma resident, or (2) a domestic or qualified foreign corporation, limited liability company, or limited partnership. 

To register, file an Application for Registration of a Foreign Limited Liability Company. The application may be filed online through the Oklahoma Secretary of State Entity Filing web page or by mail. The filing fee is $300.

The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state that is not more than 60 days old.

Before filing, make sure the LLC’s name is available in Oklahoma by checking the Oklahoma business name database.  If the name is not available, the foreign LLC must adopt a fictitious business name for use in Oklahoma. A Fictitious Name Form  must be completed and attached to the Application for Registration.

 

by: , J.D.

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