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