PROCEDURES FOR ORGANIZING
AN OKLAHOMA PROFIT CORPORATION
This information is intended as an aid to organizing an Oklahoma profit corporation pursuant to the provisions of
Title 18, Section 1001 of the Oklahoma Statutes. The Oklahoma General Corporation Act applies to all corporations
except those expressly excluded and those for which special statutes are in existence with which the provisions of Title
18 may conflict. PLEASE CONSULT THE STATUTES CAREFULLY.
It may be beneficial to contact the INTERNAL REVENUE SERVICE concerning federal tax requirements
and the OKLAHOMA TAX COMMISSION concerning state tax requirements prior to filing with the
Secretary of State.
FILING PROCEDURES:
1. Prepare and file with the Secretary of State one (1) signed copy of the certificate of incorporation.
2. Pay to the Secretary of State a MINIMUM filing fee of Fifty Dollars ($50.00).
The fee is one-tenth of one percent (1/10 of 1%) of the total authorized capital (TAC). The TAC is computed by
multiplying the number of shares by the par value of each share. 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. No par value stock is valued at
$50.00 per share for determining filing fees only. (Title 18, Section 1142)
3. Make checks, cashier’s checks, or money orders payable to the Oklahoma Secretary of State.
Instruments may be mailed, delivered in person, filed on-line at www.sos.ok.gov. The address of the
Secretary of State is 421 NW 13
th
St., Suite # 210, Oklahoma City, Oklahoma 73103. If delivered in
person, there will be an additional Twenty-five Dollar ($25.00) fee for each document filed same day.
The Secretary of State accepts Visa, Discover, MasterCard, or American Express if filing in person or
on-line; however, there will be a four percent (4%) service charge added for the use of a credit card.
(Title 18, Section 1142)
INSTRUCTIONS FOR PREPARING THE CERTIFICATE OF INCORPORATION:
A “BENEFIT CORPORATION” is a business corporation incorporated under the Oklahoma General Corporation
Act that shall have a purpose of creating general public benefit in addition to its purpose under the Oklahoma
General Corporation Act. (Title 18, Section 1202)
1. NAME The name of the corporation which SHALL contain one of the words “association”,
company, “corporation”, club, “foundation”, fund, incorporated, institute, society,
union, syndicate or limited or one of the abbreviations co., corp., inc., ltd.”, or words
or abbreviations of like import in other languages provided that such abbreviations are written in Roman
characters or letters.
The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names
of: (1) corporations, both domestic and foreign, then existing or which have existed at any time during the
preceding three (3) years; or (2) then existing domestic and foreign limited partnerships;
or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (5)
(SOS FORM 0001- 10/19)
corporate, limited partnership or limited liability company names reserved with the Secretary of State. (Title 18,
Section 1006)
The AVAILABILITY
of a name can be checked in advance by telephoning the Secretary of State at (405) 522-
2520, checking on-line at www.sos.ok.gov, or by coming in person. Prior to organizing a corporation, a nam
e
ma
y be reserved for a period of sixty (60) days by filing a Name Reservation application and paying a fee of Te
n
D
ollars ($10.00). (Title 18, Section 1
139)
2. REGISTERED AGENT AND REGISTERED OFFICE The name and street address of the
registered agent in the state of Oklahoma. 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.
Each registered agent shall maintain a business office identical with the registered office which is open
during r egular business hours to accept service of process and otherwise perform the functions of a
registered agent. (Title 18, Sections 1021 & 1022) The registered office address must be a physical
address and cannot be a post office address.
3. E-MAIL ADDRESSThe e-mail address of the primary contact for the registered business.
4. DURATION The duration is the life span of the corporation. All domestic corporations shall have a
perpetual duration unless otherwise stated. Perpetual means continuous.
5. NATURE OF THE BUSINESS OR PURPOSE The purpose of the corporation is the type of
business the corporation intends to conduct or promote. It shall be sufficient to state, either alone or
with other business purposes, that the purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the general corporation law of Oklahoma.
6. AUTHORIZED CAPITAL (SHARES & PAR VALUE) Every business corporation must have
authorized capital consisting of shares of stock and par value. The par value is the value assigned to
each share. 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. Some classes include, but are not limited to, COMMON STOCK and PREFERRED
STOCK. A definition of Common Stock and Preferred Stock may be found in a dictionary.
7. INCORPORATORS A minimum of one (1) incorporator is required for organizing a profit
corporation. The incorporators are the original signers of the certificate of incorporation. Any
person, partnership, association or corporation, singly or jointly with others, and without regard to his or
their 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. (Title 18, Section 1005)
8. DIRECTORS If the powers of the incorporator or incorporators are to terminate upon the filing of the
certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors
until the first annual meeting of shareholders or until their successors are elected and qualify.
9. EXECUTION The certificate of incorporation shall be executed by the incorporator or incorporators.
(Title 18, Section 1007)
(SOS FORM 0001- 10/19)
CERTIFICATE OF INCORPORATION
(Oklahoma Corporation)
Filing Fee: Minimum $50.00
TO: OKLAHOMA SECRETARY OF STATE
421 NW 13th St, Suite #210
Oklahoma City, OK 73103
(405) 522-2520
PLEASE NOTE:
The filing fee is a MINIMUM of $50.00. The fee is one-tenth of one percent (1/10 or 1%) or $1.00 per $1,000.00 of the
Total Authorized Capital (TAC). The TAC is computed by multiplying the number of shares by the par value of each share.
If the TAC is $50,000 or less, the filing f ee is $50.00. No par value stock is valued at $50.00.
I hereby execute the following articles for the purpose of forming a n Oklahoma profit corporation
pursuant to the provisions of Title 18, Section 1006:
The corporation is a Benefit Corporation (Title 18, Section 1202): (check one) Yes No
1. Name of the corporation: (Note: The name of the corporation shall contain one of the words
association, company, corporation, club, foundation, fund, incorporated, institute, society, union,
syndicate, limited or any abbreviations thereof, with or without punctuation, which shall be such as to
distinguish it upon the records in the Office of the Secretary of State.)
2. NAME and street address of the registered agent for service of process in the state of Oklahoma:
The registered agent shall be the corporation itself, an individual resident of Oklahoma, or a domestic or qualified
corporation, limited liability company, or limited partnership.
Oklahoma
Name Street Address City State Zip Code County
(P.O. BOXES ARE NOT ACCEPTABLE)
3. E-MAIL address of the primary contact for the registered business:
4. Duration of the corporation is perpetual, unless otherwise stated:
(SOS FORM 0001-10/19)
5. Nature of the business or purposes for which the corporation is being formed:
It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is
to engage in any lawful act or activity for which corporations may be organized under the general
corporation law of Oklahoma.
6. Total number of shares which the corporation shall have the authority to issue, designation of each class
and each series, if any, and par value of the shares of each class and/or series:
The par value per share is a dollar ($) amount and is also used for the calculation of the total filing fee.
CLASS NUMBER OF SHARES SERIES
(If any)
PAR VALUE PER SHARE
(Or, if without par value, so state)
COMMON
PREFERRED
7.
Name and mailing address of the undersigned incorporator(s):
There must be at least one (1) incorporator.
NAME MAILING ADDRESS CITY STATE ZIP CODE
8.
If the powers of the incorporator(s) are to terminate upon the filing of the certificate of incorporation, the
name and mailing address of the person(s) who are to serve as director(s):
NAME MAILING ADDRESS CITY STATE ZIP CODE
The certificate of incorporation must be signed by all incorporators stated within article #7.
Signature of Incorporator: Dated:
Signature of Incorporator: Dated:
(SOS FORM 0001-10/19)
click to sign
signature
click to edit
click to sign
signature
click to edit
Oklahoma Secretary of State
Request to receive
documents electronically
No need to wait on your filed documents to be mailed back to you. If you would like your filed
documents returned electronically, please complete and attach this form to your documents.
Complete ALL information below to receive an email which will contain a link to retrieve your
filed documents. (Please print or type clearly.)
Return filed documents electronically
Receipt will read as follows:
PERSONAL or BUSINESS NAME:
MAILING ADDRESS:
CITY, STATE & ZIP CODE:
PHONE OR CELL:
EMAIL ADDRESS:
(It is critical that the email address is correct, or you may not receive the notification of filing)