How to Qualify as a Foreign Business in Oklahoma

Learn the rules for qualifying your LLC to do business in Oklahoma.

By , Contributing Author

If you own a business that was created in a state other than Oklahoma, you will need to qualify or register that business in Oklahoma if you want to do business there. Here is an overview of the rules on how to qualify your foreign (non-Oklahoma) limited liability company (LLC) to do business in Oklahoma.

What is a Foreign LLC?

For Oklahoma purposes, if your LLC is formed in another state, then it is known as a foreign LLC in Oklahoma. In other words, foreign doesn't mean from another country. Instead, it means your business was organized under the laws of another state. A domestic LLC, on the other hand, is one that is formed in the state where it is doing business. This is common usage throughout the United States. For example, an LLC formed in Wisconsin is a foreign LLC in Minnesota.

Transacting Business in Oklahoma

According to Oklahoma's LLC Act, you are required to register your foreign company with the state of Oklahoma if you are "transacting business" in Oklahoma. (The Act also sometimes uses the phrase "doing business.") What does this mean? Well, like most states, Oklahoma's LLC Act does not specifically define the phrase "transacting business" in relation to foreign registrations.

However, state laws governing when foreign companies must collect state sales tax in their state provide some guidance on the issue. Under these laws, a business must have a physical presence in—or nexus with—the state in order to be required to collect state sales tax on sales to that state's residents. Generally speaking, physical presence and nexus are synonymous, and mean having:

  • a warehouse in the state
  • a store in the state
  • an office in the state, or
  • a sales representative in the state.

Certain exceptions may apply and the rules can get more complicated with things like Internet sales. Nevertheless, in general, if you have an office, a store, a warehouse, or employees in another state, you will need to qualify your LLC as a foreign company in that state. For more details, including some possible distinctions between physical presence and nexus, check Nolo's articles on Internet Sales Tax: A 50-State Guide to State Laws.

Certain Activities Are Exempt

Like most states, Oklahoma's LLC Act specifies certain activities that do not constitute transacting business in the state. The items listed include:

  • defending or settling a lawsuit
  • dealing with internal business affairs such as holding member or manager meetings
  • having a bank account in the state
  • having an office, agency, or persons in the state for handling your company's own securities
  • selling through independent contractors
  • soliciting or obtaining orders where the orders require acceptance outside the state before they become contracts
  • creating or acquiring indebtedness, mortgages, and security interests in real or personal property
  • securing or collecting debts
  • transacting business in interstate commerce
  • selling or transferring title to Oklahoma property to any person
  • conducting an isolated transaction that is completed within thirty days and is not one in the course of similar, repeated transactions; and
  • investing in or acquiring royalties or certain other interests and the execution of division orders, contracts for sale, leases, and other instruments of ownership of that interest.

For the full, legal description of each of these items, check Title 18, Section 2049 of the Oklahoma Statutes. The instructions included in the application for registration (see below) also provide the full description of each of the foregoing items. If your LLC's only activity in Oklahoma is one or more of the listed items, you should not need to register with the state.

Application for Registration

To register your business in Oklahoma, you must file an Application for Registration (Foreign Limited Liability Company) with the Oklahoma Secretary of State (SOS). You can download a copy of the application form from the SOS website.

To complete the form, you must provide more or less the same information that you need to create an LLC in your home state. More specifically, for an Oklahoma application for registration, you need to provide:

  • the name of your LLC as registered in the state where it was formed
  • if different, the name under which your LLC will do business in Oklahoma (you will need a different name if your LLC's original name is already being used by another registered Oklahoma business or if it does not meet Oklahoma's LLC naming requirements)
  • the state where your LLC was formed
  • the date on which your LLC was formed
  • the name and street address of your registered agent in Oklahoma
  • a statement that the Oklahoma Secretary of State is appointed as your registered agent in Oklahoma if you otherwise have no agent, that agent's authority has been revoked, or the agent cannot be located
  • if required by the state where your LLC was formed, the address of the office your are required maintain in that state
  • if you are not required to maintain an address in the state where your LLC was formed, the address of your LLC's principal office
  • an email address for the LLC's primary contact person, and
  • an authorized signature.

You also must include certification that your LLC is in good standing in the state where it's registered. This is usually called a Certificate of Good Standing, Certificate of Existence, or, in Texas, a Certificate of Fact. It usually is issued by the secretary of state. The certificate must be dated within the last sixty days. The application filing fee is $300.

What Happens if You Don't Register?

If your LLC transacts business in Oklahoma without being registered, it cannot bring a lawsuit in the state. However, not being registered does not invalidate your LLC's contracts or prevent your LLC from defending a lawsuit in the Oklahoma. Also, a member of the LLC is not liable for the LLC's debts and obligations solely because the company transacted business in Oklahoma without registration.

Registering a Foreign Corporation in Oklahoma

If your business is organized as a corporation rather than an LLC, the rules and requirements for foreign qualification in Oklahoma are similar. You will, however, have to use a different application form, Certificate of Qualification (Foreign Corporation) (0013-07/12). See the Oklahoma Secretary of State website for forms, information, and filing instructions for registering a foreign corporation in Oklahoma.

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