How to Form an Oklahoma Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form an Oklahoma nonprofit corporation. Then you must apply for tax-exempt status from the IRS and the State of Oklahoma.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your Oklahoma nonprofit.

1. Choose a Name for Your Oklahoma Nonprofit Corporation

When starting your charitable organization, the first step is choosing a name for your nonprofit. Before you pick a name, make sure you know Oklahoma's laws around nonprofit corporation names.

Your Nonprofit Name Must Be Distinguishable

Under Oklahoma law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the Oklahoma Secretary of State (SOS). These names include the legal or registered names of companies that currently exist or that existed during the preceding three years, trade names, and fictitious names. (Okla. Stat. tit. 18, § 1006 (2025).)

You can check whether the proposed name for your nonprofit is available using the SOS's business entity search or name availability search.

Nonprofit Name Must Include a Corporation Designation

Your nonprofit's name must include a corporate entity designator. Specifically, the name of your nonprofit corporation must include one of the following terms or an abbreviation of one of them:

• "association"
• "corporation"
• "incorporated"
• "company," or
• "limited."

Alternatively, you can use "club," "foundation," "fund," "institute," "society," "union," "syndicate," or an abbreviation of those words.

(Okla. Stat. tit. 18, § 1006 (2025).)

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for 60 days. You're not required to reserve a name. This step is optional. (Okla. Stat. tit. 18, § 1139 (2025).)

You can reserve your nonprofit name by filing an Application for Reservation of Name (SOS Form 0034) with the SOS. You can mail in a paper application or file a name reservation online through the SOS's online services. As of 2025, the filing fee to reserve a name for your nonprofit is $10.

Register Your Nonprofit's Trade Name (DBA)

When your nonprofit does business, you don't have to use your nonprofit's legal name registered on its formation paperwork. Instead, you can use a different name for your business—sometimes called a "trade name" or a "DBA," (short for doing business as), "assumed name," or "fictitious name."

If your nonprofit uses a trade corporate name in Oklahoma, you must file a Trade Name Report (SOS Form 0021) with the SOS. You can register your trade name online or complete and mail a paper copy of the form to the SOS. As of 2025, the fee to register a trade name in Oklahoma is $25.

(Okla. Stat. tit. 18, § 1140 (2025).)

2. Appoint the Initial Directors for Your Nonprofit Corporation

Unless provided otherwise in your certificate of incorporation, every Oklahoma nonprofit corporation must have a board of directors. Oklahoma law requires a minimum of one director. However, the IRS prefers that organizations seeking tax-exempt status have at least three directors. You should try to appoint an odd number of directors to prevent voting ties.

For the most part, your corporation's certificate of incorporation or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(Okla. Stat. tit. 18, § 1027 (2025).)

3. Prepare and File Your Nonprofit's Certificate of Incorporation

You create your nonprofit entity by filing a nonprofit Certificate of Incorporation with the SOS. Your certificate of incorporation must include the following information:

• the name of your nonprofit
• the name and address of your nonprofit's initial registered agent
• your nonprofit's purpose
• a statement that your nonprofit isn't allowed to issue capital stock
• a statement that your corporation isn't for profit
• the name and mailing address of each incorporator (there must be at least three)
• the number of initial directors of your nonprofit
• the name and mailing address of the initial directors of your nonprofit
• if the nonprofit is a church, the address of the church, and
• the language required by the IRS for 501(c)(3) nonprofit corporations.

(Okla. Stat. tit. 18, § 1006 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your certificate, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

You can include your statement of purpose under Article 5 of your certificate of incorporation. You can add the prohibited activities and dissolution clauses as attachments.

For more guidance, the IRS has published suggested language for corporations to use in their articles (or certificate) of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Nonprofit's Certificate of Incorporation With the SOS

You can use the certificate of incorporation form (SOS Form 0008) the SOS provides for your nonprofit. You can find the certificate, other relevant downloadable forms, and links to online filings on the SOS's downloadable business forms page.

The form includes instructions to help you fill out the certificate. Complete and mail your certificate to the SOS following the instructions provided.

You can also file your certificate online via the SOS's online business services.

As of 2025, the filing fee for an Oklahoma nonprofit corporation is $25.

4. Prepare Bylaws for Your Oklahoma Nonprofit Corporation

Your nonprofit's incorporators or board of directors (governing body) must adopt initial bylaws for your nonprofit corporation. (Okla. Stat. tit. 18, § 1013 (2025).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You can draft the bylaws yourself. You can use free and inexpensive samples online (including our nonprofit bylaws form) to help you. You can also recruit an experienced business lawyer to draft the bylaws for your nonprofit.

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After incorporating your nonprofit, you should hold the first meeting of the board of directors (or governing body of your nonprofit). Your first board meeting is usually referred to as an "organizational meeting" because you're organizing the nonprofit. A majority of the directors must call the meeting.

The board or incorporators should take such actions as:

• electing the directors (if none have yet been appointed)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

Instead of holding a meeting, you can take any director action by written consent of all the directors.

(Okla. Stat. tit. 18, § 1012 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Depending on its business activities and location, your nonprofit could need to obtain local and state business licenses or permits. Like most states, Oklahoma doesn't require a general business license to operate in the state.

However, some cities require all or some businesses to get a license to operate within city limits. You should check with your city or town clerk or visit your city's website for details about local requirements. In addition, your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses at the local, state, or federal levels.

The Oklahoma Business Hub is a great state resource for new businesses. Check out the obtain licenses and permits page of the Business Hub website for information about state and local business licenses. You should also visit your city website or contact your city or town clerk for information about local license and permit requirements.

8. Obtain Your Federal and State Tax Exemptions

After legally forming your nonprofit corporation, you can obtain your federal and Oklahoma state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Oklahoma State Tax Exemptions

Oklahoma nonprofits should generally consider three types of state taxes and their level of exemption from each.

Oklahoma income tax. If your nonprofit is exempt from federal taxes, it's automatically exempt from filing and paying Oklahoma state income tax. However, your nonprofit will still need to file an Oklahoma Return of Organization Exempt from Income Tax (Form 512-E) with the Oklahoma Tax Commission (OTC).

Sales and use tax. Most, but not all, 501(c)(3) nonprofits will be exempt from paying Oklahoma sales tax. To receive a sales tax exemption, you must submit an Application for Sales Tax Exemption (Form 13-16-A) to the OTC along with supporting documents. The OTC provides a downloadable packet with detailed instructions and information about how to apply for the exemption.

Property tax. In general, 501(c)(3) nonprofits that own property and use that property for tax-exempt purposes don't have to pay ad valorem (property tax). Your nonprofit must submit an Application for Ad Valorem Tax Exemption (Form OTC 988) with the OTC.

Other State Reporting and Fundraising Registration Requirements

In general, if your nonprofit is located within Oklahoma or solicits contributions from anyone in Oklahoma, you must register your nonprofit with the SOS before soliciting donations. You can register your nonprofit online or mail a Registration Statement for a Charitable Organization to the SOS. As of 2025, the fee to register your nonprofit is $15 if your contributions will be $10,000 or less and $65 if your contributions will be more than $10,000.

Your registration is valid for one year and must be renewed. You can renew your registration using the same registration form that you initially filed to register your nonprofit. You can submit your renewal online or by mail.

Some nonprofits are exempt from registration requirements, including:

• religious nonprofits
• educational institutions that primarily solicit from their students and alumni
• fraternal, patriotic, and civic organizations thats solicit from their own members, and
• people who solicit for a named individual for a stated purpose.

(Okla. Stat. tit. 18, §§ 552.3 and 552.4 (2025).)

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).