A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.
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.
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 Application for Reservation of Name 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.
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.
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 articles may be filed online through the Oklahoma Secretary of State Entity Filing webpage or by postal mail. The filing fee is $100.
An LLC operating agreement is not required in Oklahoma but is highly advisable. The Operating Agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. The Operating Agreement is purely an internal document and is not filed with the Secretary of State. If an existing or newly created LLC does not adopt an operating agreement, its existing articles of organization, bylaws or operating agreement, and/or its member control or limited liability company agreement will collectively become its operating agreement.
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.
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 it will have employees or 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. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, consult the Business Licensing & Operating Requirements section of the Oklahoma Department of Commerce website. For more information, see Nolo's article How to Get a Small Business License in Oklahoma.
Tax Commission: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Oklahoma Tax Commission (OTC). Depending on the tax involved, you can register online using the Oklahoma Taxpayer Access Point (TAP) site. For more information on Oklahoma LLC tax registration, see Nolo's article Oklahoma LLC Annual Filing Requirements.
All Oklahoma LLCs and foreign LLCs authorized to do business in the state must file an annual certificate with the Oklahoma Secretary of State. The annual certificate must be filed each year by the anniversary date of your LLC's creation. There are penalties for late filings. You may file the report online through the Oklahoma Secretary of State Entity Filing webpage or by mail. The fee for filing the annual certificate is $25. For more information on Oklahoma LLC annual certificates, see Nolo's article Oklahoma LLC Annual Filing Requirements.
All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.
If you are just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business. To learn more about LLCs and decide if it is the right business structure for you, see What is a Limited Liability Company (LLC)?
It is important to make sure that your LLC's name is distinguishable from the names of other existing businesses on file with the Oklahoma Secretary of State. You can conduct a name search for free on the Oklahoma SOS website to make sure your proposed name is available.
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but will often cost you hundreds, if not thousands, of dollars in the process. Nolo's Online LLC formation service can complete all of the paperwork and filings for you, with packages starting at just $49.00. To learn more about the costs associated with forming and running an LLC, see How Much Does It Cost to Form an LLC?
Oklahoma does not require LLCs to have operating agreements, but it is highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default. For more information, see The LLC Operating Agreement.
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 Statement of Fictitious Name Report form must be completed and attached to the Application for Registration.
For most formation purposes, a Oklahoma single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Oklahoma are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see Nolo’s article, How Single-Member LLCs Pay Federal Income Tax.
If you provide a licensed professional service in Oklahoma and want to form an LLC, you will be required to form a professional limited liability company (PLLC). Examples of professional services include architects, attorneys, dentists, certified public accountants, and more. Generally, if you provide a service that requires you to obtain a Oklahoma state license before practicing, then you are a professional service. Each member of the company must be licensed in order to form a PLLC. To learn more about forming a Oklahoma PLLC, see our article, How to Form a Professional LLC in Oklahoma.
If you reach the point where it is time to close your business and cease all operations, then you will want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Learn about the steps you will need to take.