PROCEDURES FOR ORGANIZING
AN OKLAHOMA LIMITED LIABILITY COMPANY
This information is intended as an aid to organizing an Oklahoma limited liability company pursuant to the provisions of Title 18, Section 2004 of the Oklahoma Statutes. PLEASE CONSULT THE STATUTES
CAREFULLY.
It may be to your benefit to contact the INTERNAL REVENUE SERVICE concerning federal tax requirements prior to filing with the Secretary of State.
FILING PROCEDURES:
1.Prepare and file with the Secretary of State one signed copy of the articles of organization.
2.Pay to the Secretary of State a filing fee of $100.00. (Title 18, Sec. 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 you wish to file in person, there will be an additional $25.00 fee for each document filed same day. The Secretary of State accepts Visa, Discover, MasterCard, or American Express if filing in person, on-line, or by fax; however, there will be a four percent (4%) service charge added for the use of a credit card. (Title 18, Section 1142)
If you wish to fax the form, then you must include a cover letter with the following information: the credit card number, the expiration date, the name on the card, the dollar ($) amount you authorize this office to charge, and a return address.
INSTRUCTIONS FOR PREPARING THE ARTICLES OF ORGANIZATION:
1.NAME – The name of the limited liability company. The name 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. (Title 18, Sec. 2008)
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.
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 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). (Title 18, Section 2009)
(SOS FORM 0074-07/12)
2.PRINCIPAL PLACE OF BUSINESS – The street address of the company’s principal place of business, wherever located. P.O. Boxes are not acceptable.
3.E-MAIL ADDRESS – The e-mail address of the company’s 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.
4.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 limited liability company. Every limited liability company must continuously maintain a registered agent and registered office in Oklahoma. The registered agent for service of process must be the domestic limited liability company 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, Section 2010) The registered office address must be a street address. P.O. Boxes are not acceptable.
5.TERM OF EXISTENCE – The term of existence is how long the company will remain active or in existence for. You may state either perpetual, a set number of years, or a future effective expiration date. Perpetual means continuous.
6.EXECUTION – At least one person, who may or may not be a member of the limited liability company, must sign the articles of organization. The person who signs is not required to be a member of the limited liability company; however, this does not exclude him/her from being so.
One or more persons may form a limited liability company. “Person” is defined as an individual, a general partnership, a limited partnership, a limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity. (Title 18, Sec. 2004)
(SOS FORM 0074-07/12)
ARTICLES OF ORGANIZATION
(Oklahoma Limited Liability Company)
Filing Fee: $100.00
TO: OKLAHOMA SECRETARY OF STATE 2300 N Lincoln Blvd., Room 101, State Capitol Oklahoma City, Oklahoma 73105-4897 (405) 522-2520
I hereby execute the following articles of organization for the purpose of forming an Oklahoma limited liability company pursuant to the provisions of Title 18, Section 2005:
1.Name of the limited liability company: (Note: The name 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.)
2.Street address of its principal place of business, wherever located:
Street address |
City |
State |
Zip Code |
(P.O. BOXES ARE NOT ACCEPTABLE) |
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3. 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.
4. NAME and street address of the registered agent for service of process in the state of Oklahoma:
The registered agent shall be the limited liability company itself, an individual resident of Oklahoma, or a domestic or qualified foreign corporation, limited liability company, or limited partnership.
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|
|
Oklahoma |
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Name |
Street Address |
City |
State |
Zip Code |
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(P.O. BOXES ARE NOT ACCEPTABLE) |
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5. Term of existence:
You may state perpetual, a set number of years, or a future effective expiration date.
Perpetual means continuous.
The articles of organization must be signed by at least one (1) person who may or may not be a member of the limited liability company.
•Printed Name:
(SOS FORM 0073-07/12)
