To form an LLC in Oklahoma, here's everything you need to know.
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.
1. Choose a Name for Your 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.
2. File Articles of Organization
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 LLC's name and address; its term of existence; and the name and address of the LLC’s registered agent. The articles may be filed online through the Oklahoma Secretary of State Entity Filing webpage or by postal mail. The filing fee is $100.
3. Appoint a Registered Agent
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.
All of the paperwork and procedural steps to start a limited liability company in Oklahoma can be done online using Nolo's Oklahoma Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Oklahoma but is highly advisable. 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.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
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.
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 usually can register online either using the Oklahoma Taxpayer Access Point (TAP) or another online registration site. For more information on state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Certificate
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 report is $25.
8. Foreign LLCs Doing Business in Oklahoma
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.
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