Quick answer: An Oklahoma limited liability company (LLC) is formed when the Oklahoma Secretary of State files its articles of organization. The articles must state the company’s name, how long it will exist (which can be perpetual), the street address of its principal place of business, and the name and street address of its registered agent. The Secretary of State’s fee table lists $100 to file the articles, and every Oklahoma LLC must file an annual certificate, with a $25 fee, each year on the anniversary of its filing.
This is general information, not legal advice for your business.
The rules below come from the Oklahoma Limited Liability Company Act, which starts at Section 2000 of Title 18 of the Oklahoma Statutes, and from the Oklahoma Secretary of State, the office that files business entities.
Why do Oklahoma business owners choose an LLC?
Under 18 O.S. § 2004, an LLC formed under the Act is a separate legal entity. It keeps existing as its own entity until its articles are canceled and its affairs are wound up. The statute also says the company’s tax status does not change that: how the LLC is taxed is a separate question from whether it exists as an entity.
That separateness is why many owners form an LLC before they sign a lease, open a bank account or apply for a state license. For cannabis businesses in particular, the entity you form is usually the entity that applies for and holds the license, so it pays to set it up carefully. Our guide to Oklahoma medical marijuana business licenses explains how that license process works.
What are the steps to form an Oklahoma LLC?
The Secretary of State’s “Start Your Business” page lays out the general order of steps for most new businesses. For an LLC, they look like this:
- Pick a name and a structure. Decide that an LLC is the right structure. The Secretary of State publishes a guide to business structures, and the Oklahoma Tax Commission has information on how each is taxed.
- Search the name. Run a name availability search on the Secretary of State’s site. If the name is free but you are not ready to file, you can reserve it for up to 60 days.
- Choose a registered agent and office. You need one in Oklahoma before you file.
- File the articles of organization. You can file online through the Secretary of State’s business entity filing portal or by submitting the paper form.
- Get an EIN if you need one. The Secretary of State points owners to the IRS for a federal Employer Identification Number.
- Register for state taxes if you will have employees. The Secretary of State notes that businesses with employees need a withholding account with the Oklahoma Tax Commission, among other registrations.
- Sign an operating agreement. The state does not file it, but it governs how your company runs. See why an Oklahoma LLC needs an operating agreement.
What do the articles of organization have to say?
18 O.S. § 2005 lists what the articles must set forth:
- The name of the LLC
- The term of its existence, which may be perpetual
- The street address of its principal place of business, wherever located
- The name and street address of its registered agent, which must be the same as its registered office in Oklahoma
The articles may include other matters the members decide to add, but they do not need to list the powers the Act already gives an LLC. If the company will set up separate series of members or interests, the articles must also include a notice about the limits on each series’ liabilities.
What are the rules for an LLC’s name?
18 O.S. § 2008 says the name must contain “limited liability company” or “limited company,” or one of the abbreviations “LLC,” “LC,” “L.L.C.” or “L.C.” The word “limited” may be shortened to “LTD.” and “company” to “CO.”
The name also cannot be the same as, or indistinguishable from, names already on the Secretary of State’s records. That includes LLCs, corporations and partnerships that are in good standing now or were at any time during the past three years, plus trade names, fictitious names and reserved names. There are narrow exceptions, such as written consent from the other business. Running the name search before you file saves a rejected filing.
What does a registered agent do?
Under 18 O.S. § 2010, every Oklahoma LLC must keep two things in the state at all times:
- A registered office, which may be the same as the principal place of business but does not have to be
- A registered agent to receive service of process for the company
The agent can be the LLC itself, an individual who lives in Oklahoma, or a domestic or qualified foreign business entity. The agent must keep a business office at the registered office that is open during regular business hours to accept service of process. If you later change your agent or office, the company files a statement with the Secretary of State.
What does the state charge, and what is due every year?
Here are the Secretary of State fees most new LLC owners run into, as listed on the office’s fee table (the filing fees are set out in 18 O.S. § 2055 and § 2055.2):
| Filing | Secretary of State fee |
|---|---|
| Articles of organization, Oklahoma LLC | $100 |
| Name reservation | $10 |
| Annual certificate, Oklahoma or foreign LLC | $25 |
| Articles of amendment, Oklahoma LLC | $50 |
| Change of agent and/or office (statement of change) | $25 |
| Articles of dissolution, Oklahoma LLC | $50 |
The annual certificate is the one owners forget. 18 O.S. § 2055.2 requires every Oklahoma LLC to file a certificate each year confirming it is an active business and giving its principal place of business address. It is due on the anniversary of the date the articles were filed. The statute says the Secretary of State will send a notice at least 60 days before the anniversary date to the company’s last known email address on record. An LLC that falls out of good standing for missing annual certificates can apply for reinstatement under 18 O.S. § 2055.3, but it must file the late certificates and pay the late fees first.
What should you do after the LLC is filed?
Filing the articles creates the company. Running it well takes a few more pieces:
- An operating agreement that spells out ownership, voting, money and what happens if a member leaves. Our operating agreement guide walks through what Oklahoma law fills in when you do not have one.
- Records. 18 O.S. § 2021 lists records an LLC must keep at its principal place of business, unless a written operating agreement says otherwise, including member lists, the articles and tax returns.
- Licenses and registrations for your industry. Cannabis businesses deal with the Oklahoma Medical Marijuana Authority on top of the Secretary of State.
- Contracts with landlords, vendors and partners that are signed in the company’s name, not yours personally.
How can Nation Law Firm help?
Jon Nation works with Oklahoma business owners on forming companies, operating agreements and contracts, including cannabis businesses. If you own property through the company, the firm also handles real estate and eviction matters. Nation Law Firm is in downtown Tulsa at 624 S Denver Ave, Suite 300, and serves Tulsa and the surrounding counties. To talk through your situation, call 918-730-9417 or send a message through the contact page.
Attorney Advertising. This article is general information, not legal advice, and does not create an attorney-client relationship.
