Sponsored by:
Delaney Corporate Services, Ltd.
800 Brazos Street
Suite 620
Austin, TX 78701
www.delaneycorporate.com
Phone: (512) 499-8989
Toll Free: (877) 499-7900
National Corporate Services, Inc.
2 Club Centre Court
Suite 5
Edwardsville, IL 62025
www.ncservices.com
Phone: (618) 656-3791
Toll Free: (866) 416-6274
Fax: (618) 656-3795
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC:
Corporate: |
| E File: |
UCC: Yes (with Sooner Access account)
Corporate: Yes (with Sooner Access account) |
| Expedited Services: |
UCC:
Corporate: |
| Name Reservations: |
Yes (60 days) |
| Preclearance: |
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| Apostilles and Authentications (Oklahoma) |
| Contact Information (Oklahoma) |
| Domestic Corporate Dissolution Summary (Oklahoma) |
| Domestic Corporation Summary (Oklahoma) |
| Foreign Qualification Summary (Oklahoma) |
| LLC Formation Summary (Oklahoma) |
| UCC Filings (Oklahoma) |
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Apostilles and Authentications (Oklahoma)
Before an Apostille can be issued by the Oklahoma Secretary of State, documents must include:
The original signature of an Oklahoma Notary Public; or
The original signature of a County Official (dated within the current calendar year); or
The signature and seal of the Oklahoma State Registrar of Vital Records (The document must be a certified copy issued by the Oklahoma Department of Health, Vital Records Division.)
If documents are submitted by mail a cover letter must be included that contains:
The name of the country where the documents will be sent.
A daytime telephone number, including area code, of the person submitting the documents.
A self-addressed envelope where the documents are to be mailed or returned.
The appropriate fee by company check, cashiers check, money order or DISCOVER credit card (include (1) name of cardholder; (2) credit card number; and (3) expiration date of card).
Fees: $25.00.
Contact Information:
Certification Department at (405) 521-4211
Posted by: dannunciata
Updated: July 11, 2008
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Contact Information (Oklahoma)
Oklahoma Secretary of State
Business Filing Department
2300 N. Lincoln Blvd., Room 101
Oklahoma City, OK 73105-4897
Telephone (405) 521-3912
Fax (405) 521-3771
Posted by: dannunciata
Updated: July 11, 2008
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Domestic Corporate Dissolution Summary (Oklahoma)
Pursuant to Oklahoma Business Corporation Act 22 § 1094-1097), to successfully dissolve an Oklahoma corporation upon the filing of a Certificate of Dissolution with the Oklahoma Secretary of State (OK SOS).
Prior to Stock Issuance or Commencing Business:
Resolution of majority of incorporators or initial directors.
Certificate of Dissolution (before business commenced).
Execution and Filing: The Certificate of Dissolution is signed by the a majority of incorporators or initial directors.
Filing Fee: $50.00 payable to the Secretary of State.
After Stock Issuance:
Resolution of the board of directors and majority of all voting shareholders at a meeting; or
Resolution of the board of directors and unanimous written consent of shareholders.
Certificate of Dissolution.
Tax Clearance: Tax clearance from the Oklahoma Tax Commission is required.
Execution and Filing: The Certificate of Dssolution are signed by a corporate officer and attested by the Secretary.
Online filing is available
Filing Fee: $50.00 payable to the Secretary of State.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: dannunciata
Updated: February 20, 2012
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Domestic Corporation Summary (Oklahoma)
Pursuant to Oklahoma General Corporation Act (Okla. Stat. Title 18 § 1001 et seq.), a corporation incorporating in Oklahoma files Articles of Incorporation with the Oklahoma Secretary of State (OK SOS).
Online filing is available.
Corporate Name: The corporate name must contain "association" "club" "company" "fund" "corporation" "union" "foundation" "limited" "incorporated" "institute" "society" "syndicate" or abbreviations thereof.
Maximum Stock for Minimum Filing Fee: $50,000 of par value shares or 1,000 share w/o par value.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: No specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Oklahoma.
Execution and Filing: Submit one executed original of the articles of incorporation to the OK SOS.
Post-Filing: Within 30 days, submit a Franchise Tax Form to the Oklahoma Tax Commission.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: February 20, 2012
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Foreign Qualification Summary (Oklahoma)
Pursuant to the Oklahoma General Corporation Law, (Okla. Stat. Title 18 Section 1130 et seq.) a foreign may not transact business in Oklahoma until it files an Certificate of Qualification with the Oklahoma Secretary of State (OK SOS).
Name of Corporation: Name must contain "association" "club" "company" "fund" "corporation" "union" "foundation" "limited" "incorporated" "institute" "society" "syndicate" or abbreviations thereof
Legal Existence Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Certificate of Qualification.
Stock Information: Authorized stock is set forth.
Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the OK SOS.
Filing Fee: Fee is based on $1.00 per $1,000.00 fo total authorized capital (number of total authorized shares multiplied by par value). No par value is computed at $50.00 per share. Minimum fee is $300.00. Payable to the Oklahoma Secretary of State.
Online filing is available
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: February 20, 2012
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LLC Formation Summary (Oklahoma)
Pursuant to the Oklahoma Limited Liability Company Act Title 18, Section 2000, a limited liability company forming in Oklahoma files Articles of Organization with the Oklahoma Secretary of State (OK SOS).
LLC Name: The LLC name must contain "limited liability company" "limited company" "L.L.C.", "L.C.", "LLC" or "LC" "limited" may be "Ltd.," and "company" may be "Co."
No. of Members: The LLC may have 1 member.
Execution and Filing: Signed by "organizer(s)". Original is filed with the OK SOS.
Filing Fee: $100.00
Online filing is available
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: dannunciata
Updated: February 20, 2012
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UCC Filings (Oklahoma)
Most UCC financing statements in Oklahoma are filed with the Oklahoma County Clerk's Office, which serves as a centralized filing location for the State.
Exceptions are:
If the collateral is timber, as-extracted collateral (oil, gas & minerals), fixtures and goods that are to become fixtures, Federal Tax Liens to be filed locally [pursuant to OKLA. STAT. tit. 68, § 3403 (1991)], or Bills of Sale, the place to file is: The Office of the County Clerk in the county in which the real property is situated.
UCC-1 filed as a mortgage that includes all legal requirements:
The Office of the County Clerk in the county in which the real property is situated.
If the security interest is to be perfected under the Food Security Act by filing an Effective Financing Statement (EFS) or in a Transmitting Utility, the place to file is: The Office of the Oklahoma Secretary of State.
If the security interest is in manufactured homes or other collateral with a certificate of title, then the place to file by Lien Entry is: The Oklahoma Tax Commission.
Contact Information:
Carolynn Caudill
Oklahoma County Clerk
320 Robert S. Kerr, Room 105
Oklahoma City, OK 73102
Primary Contact Telephone Numbers:
Real Estate (Registrar of Deeds) (405) 713-1540
Uniform Commercial Code (UCC) (405) 713-1522
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: July 11, 2008
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