Oklahoma Articles of Incorporation
In Oklahoma you form a corporation by filing a Certificate of Incorporation with the Secretary of State, with a fee based on authorized capital and a $50 minimum. Attorney review available.
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Introduction
Under the Oklahoma General Corporation Act (Title 18, section 1006), the founding document that creates a corporation as a separate legal entity is a Certificate of Incorporation, filed with the Oklahoma Secretary of State rather than under the label articles of incorporation. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Oklahoma law requires the certificate to set forth the corporation name, the registered agent and registered office in Oklahoma, the nature of the business or purpose, the total number of shares the corporation is authorized to issue, and the name and mailing address of the incorporator (18 O.S. 1006). The filing fee is one-tenth of one percent of the authorized capital, with a minimum of $50 (18 O.S. 1142). Oklahoma no longer charges a corporate franchise tax; the state repealed the franchise tax effective January 1, 2024, so corporations no longer file the franchise tax return. Domestic for-profit corporations also do not file an annual report or annual certificate with the Secretary of State. DocDraft builds your Oklahoma articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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A Certificate of Incorporation is Oklahoma's name for articles of incorporation; you file it under Title 18, section 1006 to create a corporation as a separate legal entity.
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You file the Certificate of Incorporation with the Oklahoma Secretary of State. The filing fee is one-tenth of one percent of the authorized capital, with a minimum of $50 (18 O.S. 1142). The Secretary of State is the filing office.
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Oklahoma requires the certificate to set forth the corporation name, the registered agent and registered office in Oklahoma, the nature of the business or purpose, the total number of shares authorized, and the incorporator name and address (18 O.S. 1006).
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Every Oklahoma corporation must continuously maintain a registered agent with a physical Oklahoma street address, not a post office box; the agent may be an Oklahoma resident or an entity authorized to do business in the state.
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Oklahoma no longer charges a corporate franchise tax; the state repealed it effective January 1, 2024, so corporations no longer file the franchise tax return. Corporations still file Oklahoma income tax returns with the Oklahoma Tax Commission.
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Domestic for-profit corporations in Oklahoma do not file an annual report or annual certificate with the Secretary of State. LLCs and limited partnerships do file an Annual Certificate, so confirm your entity duty with the Secretary of State.
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Articles of incorporation form a corporation. To form an Oklahoma limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Oklahoma, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Oklahoma Requirements for Articles of Incorporation
An Oklahoma for-profit corporation is formed by filing a Certificate of Incorporation under Title 18, section 1006 with the Oklahoma Secretary of State. The filing fee is one-tenth of one percent of the authorized capital, with a minimum of $50 (18 O.S. 1142). Oklahoma uses the term certificate of incorporation for the founding document other states call articles.
The corporation name must contain a word such as Association, Company, Corporation, Club, Foundation, Fund, Incorporated, Institute, Society, Union, Syndicate, or Limited, or an abbreviation, and must be distinguishable from other entities on file with the Oklahoma Secretary of State (18 O.S. 1006).
The certificate must name the registered agent and give the registered office as a physical Oklahoma street address, not a post office box. Every Oklahoma corporation must continuously maintain a registered agent and office in the state (18 O.S. 1006).
The certificate states the nature of the business or purpose to be conducted. It is sufficient to state that the corporation may engage in any lawful act or activity for which corporations may be organized under the Oklahoma General Corporation Act (18 O.S. 1006).
The certificate must state the total number of shares the corporation is authorized to issue, with the number and par value of each class if more than one class, and the name and mailing address of the incorporator. An Oklahoma corporation must authorize at least one share (18 O.S. 1006).
Oklahoma repealed its corporate franchise tax effective January 1, 2024, so corporations no longer file the franchise tax return for tax years 2024 and forward. Corporations still file Oklahoma income tax returns with the Oklahoma Tax Commission. Confirm current tax duties with the Tax Commission.
Domestic for-profit corporations in Oklahoma do not file an annual report or annual certificate with the Secretary of State. Oklahoma LLCs and limited partnerships do file an Annual Certificate. Confirm whether your Oklahoma entity has any filing to make with the Secretary of State.
Articles of incorporation form a corporation. To form an Oklahoma limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Oklahoma, articles of incorporation are the founding document you file with the state to create a corporation, and Oklahoma calls that document a Certificate of Incorporation. You file it under the Oklahoma General Corporation Act (Title 18, section 1006) with the Oklahoma Secretary of State. Filing makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. The certificate sets out the name, registered agent, purpose, authorized shares, and incorporator.
In Oklahoma, articles of incorporation (filed as a Certificate of Incorporation) create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Oklahoma Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Oklahoma law. Choose the one that matches the entity you want to form.
In Oklahoma you file the Certificate of Incorporation with the Oklahoma Secretary of State. The filing fee is one-tenth of one percent of the corporation authorized capital, with a minimum fee of $50 (18 O.S. 1142), so a small corporation typically pays the $50 minimum. Once the Secretary of State accepts and files the certificate, the corporation legally exists. Oklahoma uses the term certificate of incorporation for the same founding document other states call articles of incorporation.
Oklahoma requires the certificate to set forth the corporation name, which must contain a word such as Company, Corporation, Incorporated, or Limited or an abbreviation; the name and address of the registered agent and registered office in Oklahoma; the nature of the business or purpose, which may be a general lawful-purpose statement; the total number of shares the corporation is authorized to issue, with classes and par value if more than one class; and the name and mailing address of the incorporator (18 O.S. 1006).
Every Oklahoma corporation must continuously maintain a registered agent in Oklahoma with a physical street address, not a post office box. The registered agent can be an individual who resides in Oklahoma or a business entity authorized to transact business in the state, and the agent receives legal notices and official correspondence on behalf of the corporation. The certificate of incorporation names the initial registered agent and registered office.
No. Oklahoma repealed its corporate franchise tax effective January 1, 2024, so corporations no longer file the annual franchise tax return for tax years 2024 and forward. Corporations do still file Oklahoma income tax returns with the Oklahoma Tax Commission, and any franchise tax owed for years before 2024 must still be settled. Confirm your current Oklahoma tax obligations with the Oklahoma Tax Commission.
Domestic for-profit corporations in Oklahoma are not required to file an annual report or annual certificate with the Secretary of State, which sets Oklahoma apart from many states. Oklahoma LLCs and limited partnerships do file an Annual Certificate, and foreign corporations have separate obligations. Because the duty depends on the entity type, confirm whether your Oklahoma corporation has any filing to make with the Secretary of State.
In Oklahoma, articles of incorporation (the Certificate of Incorporation) are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Oklahoma certificate to exist as a corporation and the bylaws to govern it day to day.