(SOS FORM 0001- 07/12)
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, or faxed to (405) 521-
3771. The address of the Secretary of State is 2300 N. Lincoln Blvd., Room 101, State Capitol,
Oklahoma City, Oklahoma 73105-4897. 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, on-line, or by fax; however, there will be
a four percent (4%) service charge added for the use of a credit card. (Title 18, Section 1142)
If filed by fax, a cover letter with the following information must be attached: the credit card number,
the expiration date, the name on the card, the amount you authorize this office to charge, and a return
address.
INSTRUCTIONS FOR PREPARING THE CERTIFICATE OF INCORPORATION:
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
PROCEDURES FOR ORGANIZING
AN OKLAHOMA PROFIT CORPORATION
(SOS FORM 0001- 07/12)
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) 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 name may be reserved for a period of sixty (60) days by filing a Name Reservation
application and paying a fee of Ten Dollars ($10.00). (Title 18, Section 1139)
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
regular 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 ADDRESS – The 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 0002-07/12)
TO: OKLAHOMA SECRETARY OF STATE
2300 N. Lincoln Blvd., Room 101, State Capitol
Oklahoma City, Oklahoma 73105-4897
(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 fee is $50.00. No par value stock is valued at $50.00.
I hereby execute the following articles for the purpose of forming an Oklahoma profit corporation
pursuant to the provisions of Title 18, Section 1006:
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:
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.
CERTIFICATE OF INCORPORATION
(Oklahoma Corporation)
Filing Fee: Minimum $50.00
(SOS FORM 0002-07/12)
6.
Total number of shares which the corporation shall have the authority to issue, designation of each class
and each series, if any, and par value of the shares of each class and/or series:
The par value per share is a dollar ($) amount and is also used for the calculation of the total filing fee.
CLASS NUMBER OF SHARES SERIES PAR VALUE PER SHARE
(If any) (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: