Forming an LLC in Oklahoma
If you've been thinking about forming your own LLC (limited liability company) in Oklahoma, you're probably wondering how to do it and how much it will cost. Even if you're already aware of the benefits of forming this type of business entity, it's a good idea to understand the specific rules for creating an LLC in Oklahoma. Follow our step-by-step guide to set up your new business as an Oklahoma LLC.
Steps to Form an LLC in Oklahoma
Name Your LLC
You'll have to create a name for your LLC that represents your products and services but also complies with the state's LLC laws. Note that, under the laws of Oklahoma, your LLC name must be distinguishable from all other business names on record with the Secretary of State. This means your name isn't too similar to a name someone else has already registered or reserved in Oklahoma. How would you know that a name isn't available? You have to check the Oklahoma Business Name Database for name availability. If a name isn't available, you need to choose a different name for your LLC.
Also, note that your Oklahoma LLC name must include one of the following terms, phrases, or abbreviations:
- Limited Liability Company
- Limited Company
Once you determine your LLC name is available in Oklahoma, there are additional steps to avoid trademark infringement and to protect your name from competitors.
- Research Your LLC Business Name. It is best if you also look up the name on the internet. You don't want to pick a name already used by another business or trademark. Use a search engine to check if the name is a registered domain name. You can also check the United States Patent and Trademark Office (USPTO) for trademark registrations of the name. The USPTO has a trademark database of registered trademarks in the U.S.
- Secure Your LLC Business Name. If you want to stop other people from using or infringing upon your name, you can register it as a domain name for use on the internet or register it as a trademark. Find a domain name registrar to register a domain name. To register a trademark, apply at the USPTO for a federal trademark. Or file a trademark registration online with the Oklahoma Secretary of State or mail the trademark registration application with the $50 state fee.
- Reserve Your LLC Business Name. If you settled on a name but aren't ready to file the articles of organization, you can reserve the name online at the Secretary of State's website. Or you can complete the Application for Reservation of Name and mail it to the Oklahoma Secretary of State. The LLC name reservation fee is $10 and holds the name for 60 days.
Get a Registered Agent
You'll need to get an Oklahoma registered agent to handle service of process and receive legal documents. You could be your own registered agent, but many entrepreneurs find it's better to appoint another person or a company authorized to do business in Oklahoma. You could use a registered agent service if you're more comfortable with that. Make sure your LLC registered agent is available during regular business hours and has a physical street address (not a P.O. Box).
File Your Articles of Organization
Filing articles of organization is one of the most important steps because it actually forms your LLC. Your Oklahoma articles of organization must include the following:
- LLC business name with appropriate LLC designator
- Street address of LLC's principal place of business (not a P.O. Box)
- Email for the primary contact of the LLC
- Name of the registered agent
- Street address of the registered agent (not a P.O. Box)
- Term of the limited liability company (perpetual or with an end date)
The organizer of the LLC, who may or may not be a member of the LLC, must sign the articles of organization.
Draft an Operating Agreement
Oklahoma does not require LLC operating agreements for Oklahoma limited liability companies. However, having one is helpful because it establishes how to govern your organization. Additionally, a bank or lender may request your operating agreement when extending a loan or line of credit.
LLC operating agreements address the rights and responsibilities of the members, admission of new members, ownership, liabilities, and profit and loss distributions. Make sure that you keep this document in a safe place so that you can refer to it in case of a dispute or conflict within the organization.
Get an EIN
An EIN (Employer Identification Number) is a number that the IRS (Internal Revenue Service) distributes to business entities for identification purposes. It's similar to a Social Security Number.
You'll need an EIN or federal tax number to hire employees for your small business or open a business bank account. Don't worry—applying for your EIN online is easy and free.
Set Up Business and Tax Accounts
When you start a new business, you must set up tax withholding accounts, sales and use tax, and any necessary business licenses. Register your new business with the OKTAP (Oklahoma Taxpayer Access Point). Additionally, the Oklahoma Tax Commission has a website for new business information and registration.
After filing with the state of Oklahoma, you will have numerous state requirements for your new LLC. Investigate what state and county tax accounts you need to set up to operate your business.
State Business Tax
If you structure your LLC for taxation as a sole proprietorship or a partnership, the profits of the LLC go on the individual members' income tax returns. There is no state business tax on the LLC. However, if you opt for tax treatment as a corporation, the LLC pays a corporate state tax. In Oklahoma, the corporate tax rate is 4%.
State Employer Tax
If you plan to hire employees, even if the employees are a member of the LLC, you must register employer accounts to:
- Set up withholding taxes with the Oklahoma Tax Commission.
- Set up employees' unemployment taxes with Oklahoma Employment Security Commission (OESC).
- Set up workers' compensation insurance from a private insurance company.
Sales and Use Taxes
Sales tax is a tax that purchasers pay on certain tangible personal property and services. You collect and remit to the state. Oklahoma has a sales tax of 4.5%. The Oklahoma Tax Commission has a guide for determining sales tax obligations.
Business Licenses and Permits
You do not need a general business license from Oklahoma. However, depending on your type of business, you may need special licenses and permits to operate. Check with the county or city where you plan to run your business for their local license requirements.
Registration in Other States
If you want to expand your business into another state, you must request permission from the secretary of state's office in the new state. Generally, you register as a foreign LLC to do business in another state. The new state may request a certificate of good standing for proof your LLC is legally valid and compliant with Oklahoma state laws. In Oklahoma, you can order a certificate of good standing online for a $20 fee.
The Secretary of State requires the annual filing of a certificate with your LLC company information. File the annual certificate online with the Secretary of State. Or download and complete the Limited Liability Annual Certificate form and mail it in with the fee to Oklahoma Secretary of State, 421 N.W. 13th, Suite 210, Oklahoma City, OK 73103. The fee for the annual certificate is $25.
This certificate is due every year no later than the anniversary date of its registration. Failure to file within 60 days of your due date will cause your LLC to lose its good standing with the state. And if you don't file for over three years, your LLC may face involuntary dissolution or revocation.