If you want to start and run an Oklahoma limited liability company (LLC), you'll need to prepare and file various documents with the state. This article covers the most important ongoing reporting and state tax filing requirements for Oklahoma LLCs.
The first essential state filing for any Oklahoma LLC is the articles of organization. You create your LLC by filing the articles of organization with the Oklahoma Secretary of State (SOS). The articles are a fairly simple document where you provide such as the official name of your new LLC, your LLC's registered office address and name of its registered agent, the LLC's principal place of business, a brief statement of the LLC's purpose, the LLC's duration (which may be perpetual), the names and addresses of the LLC initial members, and a few other basic details.
You can file your articles online or on paper. The current filing fee is $100.
Note: Before filing, you should make sure the name you want for your LLC isn't already taken by someone else. The first place to check is the SOS website, where you can do a business entity search. You also can find out more about business name availability in the Business Name, Location & Licenses section of the Nolo website. For a fee of $10, you can reserve a name for 60 days by filing a name reservation online or on paper.
The State of Oklahoma requires you to file an annual certificate for your LLC. You can mail in the certificate or complete it online at the Secretary of State website. Blank certificate forms are available for download from the SOS website. To complete the certificate you'll only need to provide a few pieces of information, such as:
The annual certificate must be filed each year by the anniversary date of your LLC's creation. There are penalties for late filings. The filing fee is $25.
When it comes to income taxes, most LLCs are so-called pass-through tax entities. In other words, the responsibility for paying federal income taxes passes through the LLC itself and falls on the individual LLC members. By default, LLCs themselves do not pay income taxes, only their members do. Some states do impose a separate tax or fee on LLCs for the privilege of doing business in the state. Oklahoma previously had a so-called Business Activity Tax or BAT that would require LLCs to pay an annual fee of $25; however, it appears that the BAT has been repealed. In addition, Oklahoma does have income withholding requirements for Oklahoma income paid to a non-Oklahoma member. For more information regarding the current status of the BAT and the withholding requirements, check with the Oklahoma Tax Commission (OTC).
In some cases, the owners of an LLC choose to have their business treated like a corporation for tax purposes. This choice is made by filing IRS Form 2553 with the IRS. (See the IRS website for the form.) Unlike the default pass-through tax situation, when an LLC elects to be taxed as a corporation, the company itself must file a separate tax return. The State of Oklahoma, like almost every other state, has a corporation income tax. In Oklahoma, the corporate tax is a flat 6% of Oklahoma taxable income. If your LLC is taxed as a corporation you'll need to pay this tax. The state's corporate income tax return (Form 512) is filed with the Oklahoma Tax Commission. For more details, check Nolo's article, 50-State Guide to Business Income Tax, or the OTC website.
State Employer Taxes
Does your LLC have employees? If so, you'll need to pay employer taxes. Some of these taxes are paid to the federal government (the IRS) and are not covered here. (But note that federal employer tax obligations start with obtaining a federal employer identification number (EIN).) However, Oklahoma employers also must pay taxes to the state.
First, you'll need to withhold and pay employee income taxes to the OTC. Begin by registering your business with the OTC on paper (Form WTH 10006) or online at the Oklahoma Taxpayer Access Point (TAP). Once you've registered, you'll need to file withholding taxes on a periodic basis (for example, monthly or quarterly) using Form WTH-10001. You'll also need to file reconciliation forms regarding your LLC's tax withholding on a periodic basis. Check the OTC website for more details.
In addition, you'll probably need to register to pay state unemployment insurance (UI) taxes. These taxes are handled through the Oklahoma Employment Security Commission (OESC). You can register for these taxes online through the EZ Tax Express portal or on paper using Form OES-1. Then, on a quarterly basis, you'll need to file Form OES-3 with the OESC. For more information, check the OESC website.
If your LLC will sell goods to customers in Oklahoma, you will need to collect and pay sales tax. This means you'll have to register for this purpose with OTC and then make sales tax payments for goods sold. You can register online or using OTC Form 40001. After you've registered, you'll be sent a sales tax permit. Pay sales tax online or use Form STS20002. For more information, check the OTC website.
If you will be doing business in states other than Oklahoma, you may need to register your LLC in some or all of those states. Whether you're required to register will depend on the specific states involved: each state has its own rules for what constitutes doing business and whether registration is necessary. Often activities such as having a physical presence (a business location) in a state, hiring employees in a state, or soliciting business in a state (such as by telephone, print ads, mail, or the Internet) will be considered doing business for registration purposes. Registration usually involves obtaining a certificate of authority or similar document.
For more information on the requirements for forming and operating an LLC in Oklahoma, see Nolo's article, 50-State Guide to Forming an LLC, and other articles on LLCs in the LLC section of the Nolo website.