Fillable PROCEDURES FOR REGISTERING A FOREIGN LIMITED LIABILITY COMPANY (How to Start a Business)

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PROCEDURES FOR REGISTERING A FOREIGN LIMITED LIABILITY COMPANY (How to Start a Business)

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(SOS FORM 0083-07/12)
This information is intended as an aid to registering a foreign limited liability company to do business in the state of
Oklahoma pursuant to the provisions of Title 18, Section 2043 of the Oklahoma Statutes. PLEASE CONSULT THE
STATUTES CAREFULLY.
The Oklahoma Limited Liability Company Act applies to all limited liability companies except those expressly
excluded (see reverse side of this instruction sheet) and those for which special statutes are in existence with which the
provisions of Title 18 may conflict.
FILING PROCEDURES:
1. Prepare and file with the Secretary of State one (1) signed copy of the application for registration.
Attach a certificate from the certifying officer of the jurisdiction of its organization attesting to the foreign limited
liability company's organization and good standing under the laws of such jurisdiction. This certificate is most
commonly known as a Certificate of Good Standing, Certificate of Existence, or Certificate of Fact (Texas),
and is usually issued by the Secretary of State’s office within such jurisdiction. This certificate must be dated
within the last sixty (60) days.
2. Pay to the Secretary of State a filing fee of Three Hundred Dollars ($300.00). (Title 18, Section 2055)
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 APPLICATION FOR REGISTRATION:
1. NAME – The name of the foreign limited liability company SHALL contain either the words “limited liability
company” or “limited company” or the abbreviations “LLC”, “LC”, “L.L.C.”, or “L.C.”. The word “limited”
may be abbreviated as “LTD.” and the word “Company” may be abbreviated as “CO.”
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) corporate, limited partnership or
limited liability company names reserved with the Secretary of State. (Title 18, Section 2008)
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 registering a foreign limited
liability company, 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).
2. STATE – Indicate the name of the state, country, or jurisdiction where the foreign limited liability company was
originally formed.
3. DATE – Indicate the date the foreign limited liability company originally organized in its jurisdiction of formation.
4. ADDITIONAL REGISTERED AGENT AND REGISTERED OFFICE – The name and street address
PROCEDURES FOR REGISTERING
A FOREIGN LIMITED LIABILITY COMPANY
IN OKLAHOMA
(SOS FORM 0083-07/12)
of the registered agent in the state of Oklahoma. The registered agent accepts service of process in the event of a
lawsuit against the limited liability company. 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. If an additional registered agent is designated, service of process shall be on
that agent and not the Secretary of State. The registered office address must be a physical address and cannot be a
post office address.
5. REGISTERED AGENT: SECRETARY OF STATE – The Oklahoma Secretary of State shall act as the
registered agent ONLY if no agent has been appointed for service of process in the state of Oklahoma. For acting
as the registered agent, a fee of Forty Dollars ($40.00) shall be paid on the first day of July each year to the
office of the Secretary of State. (Title 18, Section 2055) An ADDITIONAL AGENT may be appointed for
service of process, in which case the agent shall be an individual resident of this state or a domestic or qualified
foreign corporation, limited liability company or limited partnership. If you choose to appoint an additional
registered agent, there will not be a Forty Dollar ($40.00) fee due in July.
6. PRINCIPAL OFFICE ADDRESS – The address of the office required to be maintained in the state of its
organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability
company.
7. E-MAIL ADDRESS – The e-mail address of the primary contact for the registered business. Every domestic and
foreign limited liability company registered to do business in Oklahoma shall file an annual certificate each year on
the company’s anniversary date, which confirms it is an active business and includes its principal place of business
address and e-mail address, and shall pay an annual certificate fee of Twenty-five Dollars ($25.00). (Title 18,
Section 2055.2) Notice of this annual certificate will ONLY be sent to the limited liability company at its last
known electronic mail address of record.
EXCEPTIONS TO REQUIREMENTS
PLEASE NOTE:
The following information is taken from Title 18, Section 2049 of the Oklahoma Statutes pertaining to foreign limited
liability companies that are exempt from the requirement of filing an application for registration with the Secretary of
State. Please be advised that this office cannot make the determination as to whether a limited liability company
conforms to one of the exceptions described below. That decision is the responsibility of the limited liability company.
Title 18, Section 2049
A. The following activities of a foreign limited liability company, among others, do not constitute transacting business
within the meaning of this act:
1. Maintaining, defending, or settling any proceeding;
2. Holding meetings of its members or carrying on any other activities concerning its internal affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability
company's own securities or maintaining trustees or depositaries with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders
require acceptance outside this state before they become contracts;
7. Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
8. Securing or collecting debts or enforcing mortgages and security interest in property securing the debts;
9. Holding, protecting, renting, maintaining and operating real or personal property in this state so acquired;
10. Selling or transferring title to property in this state to any person; or
11. Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course
of repeated transactions of a like nature.
B. For the purposes of this section, any foreign limited liability company which owns income-producing real or
tangible personal property in this state, other than property exempted by subsection A of this section, will be
considered transacting business in this state.
C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability
company to service of process or taxation in this state or to regulation under any other law of this state.
(SOS FORM 0081-07/12)
TO: OKLAHOMA SECRETARY OF STATE
2300 N Lincoln Blvd., Room 101, State Capitol
Oklahoma City, Oklahoma 73105-4897
(405) 522-2520
PLEASE NOTE:
ATTACHED HERETO is a certificate dated within the last sixty (60) days attesting to the foreign
limited liability company’s organization and good standing under the laws of its jurisdiction, most
commonly known as a Certificate of Good Standing, Certificate of Existence, or Certificate of Fact
(Texas), and is usually issued by the Secretary of State’s office within such jurisdiction.
The name under which a foreign limited liability company may register shall contain either the words
limited liability company, limited company or one of the abbreviations LLC, LC, L.L.C., or L.C.
The word limited may be abbreviated as LTD. and the word company may be abbreviated as CO.
(Title 18, Section 2008)
I hereby execute the following articles for the purpose of registering a foreign limited liability company to
transact business in the state of Oklahoma pursuant to the provisions of Title 18, Section 2043:
1. Name of the limited liability company:
If the legal name does not meet the statutory requirements OR if the legal name is not available for use in the state of
Oklahoma, then you must attach the Fictitious Name Report or a statement by the limited liability company’s
manager duly adopting a fictitious name that is available for use and/or satisfies the statutory requirements. (Title
18, Section 2045)
2. State or other jurisdiction of its formation:
3. Date the company was originally formed:
4. NAME and street address of the registered agent for service of process in the state of Oklahoma:
The registered agent shall be an individual resident of Oklahoma or a domestic or qualified foreign
corporation, limited liability company, or limited partnership.
Oklahoma
Name Street Address City State Zip Code
(P.O. BOXES ARE NOT ACCEPTABLE)
5. The Office of the Secretary of State is hereby appointed the agent for service of process if no agent has
been appointed, or if appointed, the agent’s authority has been revoked, or if the agent cannot be found
or served with the exercise of reasonable diligence.
APPLICATION FOR REGISTRATION
(Foreign Limited Liability Company)
Filing Fee: $300.00
(SOS FORM 0081-07/12)
6. Address of the office required to be maintained in the state of its organization by the laws of that state
or, if not so required, the principal office of the foreign limited liability company:
Address City State Zip Code
7. E-MAIL address of the primary contact for the registered business:
Notice of the Annual Certificate will ONLY be sent to the limited liability company at its last known electronic mail
address of record.
The application for registration must be signed by a member, manager or other person.
• Signature: Dated:
• Printed Name:
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PROCEDURES FOR REGISTERING A FOREIGN LIMITED LIABILITY COMPANY (How to Start a Business)

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