How to Form an LLC in Oklahoma in 7 Steps
Forming your own limited liability company (LLC) in Oklahoma involves choosing a name for your LLC, appointing a registered agent, filing articles of organization, applying for an EIN and registering for business and tax accounts.
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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.
7 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, 18 Okl. St. §2008, 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
- LLC
- LC
- L.L.C.
- L.C.
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 (18 Okl. St. §2009).
Get a Registered Agent
Under 18 Okl. St. §2010 you must have 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 under 18 Okl. St. §2005, 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.
The state fee for filing the Oklahoma Articles of Organization is $100. You may choose to file online or download the appropriate form and mail it to the Oklahoma Secretary of State.
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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.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in Oklahoma
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.
Annual Requirements in Oklahoma
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 Company 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.
Oklahoma LLC Formation FAQs
The state fee for filing your LLC’s Articles of Organization is $100. The cost is the same whether filing online or mailing in the Articles of Organization. If mailing, send a check payable to the Oklahoma Secretary of State.
You must file an annual report (also called an annual certificate) with the Oklahoma Secretary of State. The fee is $25. You can file online or use the Limited Liability Company Annual Certificate form and mail it with the payment to the Oklahoma Secretary of State. The deadline to file is the anniversary date of your LLC’s registration.
Single-member LLC. When an LLC has only one owner or “member,” it is a single-member LLC (SMLLC). The formation process is the same as for a multi-member LLC. The SMLLC can opt for taxation as a sole proprietor.
Multi-member LLC. When an LLC has more than one owner or “members,” it is a multi-member LLC (MMLLC). A manager-member can be one person or a group operating the LLC. The MMLLC can opt for taxation as a partnership.
Professional LLC. A professional LLC (PLLC) is an LLC owned and managed by licensed professionals. Only licensed professionals may form a professional LLC in Oklahoma. File Professional Articles of Organization for an Oklahoma limited liability company. With the filing, attach a certificate from the regulatory board issuing professional licenses that you are licensed. Additionally, your company name must have the designator “professional,” “P.L.L.C.,” “PLLC,” or some abbreviation. The fee for a PLLC is $100.
A certificate of formation is the initial document you file to start your LLC. Oklahoma calls this the "articles of organization." If you need a copy of your articles, request it online from the Oklahoma Secretary of State for a $10 copy fee. You may need this to open a business bank account or apply for a credit card or a business license.
A certificate of good standing is important if you want to do business in another state, attract members or investors, or seek a bank loan. The certificate verifies that your LLC is current with its state tax and reporting obligations. You can order a certificate of good standing online from the Oklahoma Secretary of State for $20.
To create an LLC in Oklahoma, you will need the following:
- An acceptable business name for the LLC
- A registered agent
- A registered office address (a physical address in Oklahoma)
- A completed application with member information
- A $100 filing fee
An LLC or "limited liability company" is a unique business structure combining elements of both corporations and partnerships. An LLC has "flow-through" taxation like a sole proprietorship or partnership. It also offers owners protection against personal liability for the company’s debts and judgments similar to that of a corporation. Without this personal liability protection, you could lose your personal assets in a lawsuit against your company. Additionally, LLCs have fewer reporting and record-keeping requirements than corporations.
Once you establish your Oklahoma LLC, you will need to keep your LLC compliant with Oklahoma law. There are three ways to keep your Oklahoma LLC in good standing with the Secretary of State:
- File your annual certificate no later than the due date (the due date is the anniversary date of your LLC formation)
- Pay the $25 annual certificate fee
- Alert the Secretary of State of any changes to your LLC’s articles of organization (
For example, if you change your registered agent or registered agent address, you must file a change form with the Secretary of State. The change fee is $25 per form.)
The articles of organization in Oklahoma is the initial filing establishing your legal business entity. Once the Secretary of State accepts the articles of organization, you have a limited liability company. The articles of organization is a public record. The operating agreement, however, is a company document that few people see. The operating agreement outlines your management structure, member responsibilities, and profit-sharing procedures, among other things.
Yes. A DBA, or "doing business as," is also called a trade name, assumed name, or fictitious name. If you want to operate your business by a different name, file a trade name report in Oklahoma. You can also file the trade name report online. The report is $25. The name must be available for use in Oklahoma, so you search the name availability database the same way you do for your initial business name.
You may need business licenses and permits in Oklahoma. You do not need a general business license from Oklahoma. However, depending on your type of business, you may need special licenses and permits. Check with the county or city where you plan to operate your business for their local license requirements.
Yes. The Oklahoma Secretary of State has an online portal for LLC formation. You must set up a user account to use the portal. Some business owners, however, prefer to use a professional LLC formation service company to file the articles of organization.
Oklahoma Secretary of State
421 N.W. 13th
Suite 210
Oklahoma City, OK 73103
Yes. A registered agent is necessary for your LLC. If you don’t live in Oklahoma or have a physical street address in Oklahoma, you need a professional registered agent. A registered agent service company provides you with a registered agent and office and helps you start an LLC.
There are additional benefits to using a registered agent service:
- They keep your business disputes confidential. The registered agents accept service of process at their address. You don’t receive lawsuits at your business or in front of your customers.
- They maintain your privacy. The registered agent provides their address on the record. This may be important to you if you work from home or don’t want your address part of the public record.
- They help your LLC’s good standing. The registered agent forwards your mail and alerts you to annual tax and reporting deadlines to keep your LLC compliant. If you miss a deadline, you risk your LLC’s good standing or involuntary dissolution.
- They help with administrative tasks. If you need documents such as a certified copy of your articles of organization or certificate of good standing, they can help you get them. Many startups need extra help with these tasks.
An LLC created under Oklahoma law is a domestic LLC. An LLC created in another state or jurisdiction is a foreign LLC.
If you want to register your LLC to do business in another state, you apply as a foreign LLC with the Secretary of State in the new state. First, check that your Oklahoma LLC is in good standing with the Oklahoma Secretary of State. Then you can register as a foreign LLC by doing the following:
- Search the new state’s business records for your LLC’s name availability
- Produce a certificate of good standing for your Oklahoma LLC
- File an application as a foreign business entity
- Pay the state filing fee
Suppose you have an LLC created in another state or jurisdiction. If you want that LLC to operate in Oklahoma, you file a Registration of Foreign Limited Liability company online or by completing the application form. The fee is $300. Your LLC company name must be available for use in Oklahoma. Search the name in the Oklahoma name search database.
If you want to close your Oklahoma LLC, you file articles of dissolution with the Oklahoma Secretary of State. To properly dissolve an Oklahoma LLC, you must do the following:
- If you have an operating agreement, follow the procedures for dissolution
- Close out the LLC’s tax and business accounts
- Download and complete the Articles of Dissolution and mail it to the Oklahoma Secretary of State or use their online form
- Pay a $50 dissolution fee
Failure to properly close your business operation and dissolve your LLC may result in penalties and tax liabilities.
No. You can’t form an anonymous LLC in Oklahoma. An anonymous LLC does not require the LLC owner’s name or address to appear on the LLC certificate of formation. You can only form an anonymous LLC in Delaware, Nevada, New Mexico, and Wyoming.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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