Thinking of incorporating your client’s business in Oklahoma? Be sure to follow the appropriate steps to ensure the business is properly formed.
The first order of business? File your client’s Certificate of Incorporation with the Secretary of State, or let us do so for you. Before you begin drafting these necessary incorporation documents, it is important to determine potential business names, whether your client wants to issue stock and if so, how much, and who will serve on the board of directors.
The Certificate of Incorporation for an Oklahoma business must include:
- A distinct business name. The corporation cannot share the same name as another business or the same name as a natural person. The name of the corporation must contain one of these words: “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, “syndicate” or “limited” or an abbreviation, or “words or abbreviations of like import in other languages provided that such abbreviations are written in Roman characters or letters,” according to the Secretary of State. Let Attorneys Corporation Service, Inc. run a fast and accurate business name availability check.
- Information about stock shares. An Oklahoma corporation must issue stock. The total number of shares of stock, the designation of each class and series (if any) and the par value of the shares of each class and/or series of stock must be stated within the certificate of incorporation. Moreover, you’ll need to know the number of shares of stock, and their “par value” or stated value, that the corporation can issue. You’ll also need to list the number of shares without par value.
- Determine the corporation’s filing fee. To determine the filing fee for your Certificate of Incorporation, you’ll need to calculate the total authorized capital (TAC). The TAC is computed by multiplying the number of shares by the par value of each share. The filing fee is one-tenth of one percent of the TAC. If the TAC is $50,000.00 or less, the filing fee is $50.00. If the TAC is greater than $50,000.00, the fee is $1.00 per $1,000.00. Stock with “no par value” is valued at $50.00 per share for determining filing fees only.
- Purpose of the corporation. It is sufficient to state, either alone or with other business purposes, that the purpose of an OK corporation is to “engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma,” according to the Secretary of State.
- Registered Agent’s information. As the Oklahoma Secretary of State provides, “the registered agent accepts service of process in the event of a lawsuit against the corporation. Every corporation must maintain a registered office and a registered agent. The agent may be the domestic corporation itself, an individual resident of this state, or a domestic or qualified foreign corporation, limited liability company, or limited partnership.” The registered agent must maintain a business office that is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent. We can set you up with an RA in Oklahoma and/or in any of the 50 United States.
- Incorporator’s information. There must be at least one incorporator who signs and files the Certificate of Incorporation and any other official documents required by the state. Any person, partnership, association or corporation, singly or jointly with others, and without regard to residence, domicile or state of incorporation, may incorporate or organize a corporation pursuant to the provisions of the Oklahoma General Corporation Act. The incorporators are not necessarily officers, directors or shareholders, although it does not exclude them from being such. You must include the name, address, and signature of each incorporator.
- Directors’ information. If the incorporators and directors are not the same person or persons, the names and mailing addresses of the persons who are to serve as directors must be listed.
For help drafting the Oklahoma Certificate of Incorporation, reach out to one of the experienced business formation specialists at Attorneys Corporation Service, Inc. For more information on how to incorporate a business in Oklahoma or another state, reach out to us today.