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Checklist for Forming a Corporation in Oklahoma

Oklahoma Incorporation and company registration.

Contact the Oklahoma Secretary of State to determine if the proposed corporate name is available for registration. The proposed name of your corporation must be “distinguishable upon the records” of the secretary of state. A name is not considered to be distinguishable from another name if the only difference is:

a) reversing of words (e.g., Fast Copy, Copy Fast);

b) use of Arabic numbers or Roman numerals (e.g., Jim’s Sales I, Jim’s Sales II);

c) use of possessives (e.g., Thompson Auto Body, Thompson’s Auto Body);

d) phonetic spelling (e.g., Quick, Kwik).

2) Determine the availability of the proposed corporate name in any other states in which the business will operate.

3) File the articles of incorporation with the Oklahoma Secretary of State, Business Services Division.

1) The name of the corporation must end with “Company,” “Co.,” “Corporation,” “Corp.,” “Incorporated,” or “Inc.”

2) The articles must indicate the corporation’s principal office—city, village or township, and county.

3) The articles must state the number of authorized shares that can be issued and their express terms. NOTE: The number of shares authorized determines the filing fee.

4) If the corporation plans to have an initial stated capital, it must be included.

5) You may appoint the initial board of directors in the articles.

6) The articles must be signed by all incorporators.

4) Incorporators, or the directors if named in the articles, should start a corporate minute book by acknowledging the filing of the articles and including the original of the filed articles.

a) Incorporators, or the directors if named in the articles, should authorize the issuance of shares.

b) The investors should sign a subscription agreement, the agreement in which the investor agrees to buy the shares for a given price.

c) The incorporators, or the directors if named in the articles, may set the value of noncash assets in payment of the subscriptions.

d) The incorporators, or the directors if named in the articles, accept the subscriptions.

e) The incorporators must give notice of the first shareholders’ meeting.

5) Consider electing a “Subchapter S” corporation status for federal and state tax purposes. See Sections 1362 et seq. of the Internal Revenue Code.

a) Use IRS Form 2553. File with the Internal Revenue Service Center, within the 16th day of the third month of the beginning of the tax year.

b) Shareholders and the corporation must file a notice of the subchapter selection with the Oklahoma Department of Taxation.

6) If the business will operate under a name other than its corporate name, a fictitious name must be filed with the Oklahoma Secretary of State.

7) Make sure your business complies with the Oklahoma securities laws. The most common exemption from the Oklahoma registration requirements for small businesses is a small business equity investment to ten or fewer investors. To comply with this exemption, the subscription agreement must include statements that:

1) the purchaser is aware that no market may exist for resale of the securities;

2) the purchaser is aware of any restrictions on the transfer of the securities, and

3) the purchaser declares that the purchase of equity is for investment purposes and not for redistribution. If there are non-Oklahoma investors, check with their resident state security regulator.

8) Make sure your business complies with federal securities laws. Registration is required unless an exemption is available. Following are the two most common exemptions for small businesses:

a) Intrastate exemption

b) Private placement exemption

9) Obtain the taxpayer identification number from the Internal Revenue Service. Submit Form SS-4. See the procedure set forth on the IRS website: www.irs.ustreas.gov. Note that any person filing a Form SS-4 other than a corporate officer must be designated as the Third Party Designee on the Form SS-4. To handle any other tax matters for the corporation, a person must also file Form 2848 with the IRS.

a) By filing the Form SS-4, the corporation is automatically pre-enrolled in the Electronic Tax Payment System.

b) By filing the form SS-4, the corporation will receive the IRS Circular E Employee’s Tax Guide – Forms for Payroll.

10) Take the following action at the first shareholders’ meeting or by written consent of all

shareholders.

a) Elect directors.

b) If the directors named in the articles have not done so, the shareholders should adopt

the code of regulations for the internal government of the corporation.

c) Consider adopting a close corporation agreement

d) Set value for any non-cash payments by investors to the corporation.

e) Consider adopting a shareholder’s buy and sell agreement.

f) Set the fiscal year for the corporation.

11) Take the following action at the first meeting of the board of directors or by written consent of all directors.

a) Elect officers.

b) Set up a bank account by adopting a bank-provided resolution.

c) Consider adopting benefit plans.

d) Consider adopting a group term life insurance plan (see Internal Revenue Code Section 79).

e) Consider adopting accident and health insurance plan (see Internal Revenue Code Section 105[b]).

f) Consider adopting medical reimbursement plan (see Internal Revenue Code Section 105[b]).

g) Consider adopting a death benefit plan (see Internal Revenue Code Section 101[b]). h) Consider adopting a Section 1244 plan. This allows the stockholders to take an ordinary tax loss rather than a capital loss if the business fails and the stockholders lose their investment (see Internal Revenue Code Section 1244).

i) Adopt a resolution for leasing business space.

j) Adopt a resolution for the purchase of any real estate.

k) Set compensation of key employees

12) Consider requiring key employees to execute employment agreements with covenants not to compete.

13) Issue stock certificates or transaction statements for paid shares.

14) Consider adopting policies about the following issues to protect the company, the directors and the executives:

a) sexual harassment;

b) non-discrimination;

c) trade secret protection;

d) company ethics (e.g., corporate gifts, anti-kickbacks);

e) email, computer and Internet use;

f) compliance with environmental laws;

g) compliance with the anti-trust laws;

h) compliance with the worker safety rules;

i) development of procedures to prevent the hiring of illegal aliens, and

j) political contributions.

15) Obtain the following posters to be placed conspicuously in the workplace:

a) Oklahoma Civil Rights;

b) Fair Labor Standards Act – Minimum Wage poster;

c) Employee Polygraph Protection Act – poster advising employees of federal rights when confronted by a request from an employer to undergo a lie detector test;

d) rights of employees under the Family and Medical Leave Act poster;

e) posted notice of the company’s anti-discrimination policy and anti-harassment policy (sex, race, national origin, etc.);

f) Federal Occupational Safety and Health Act (OSHA) poster (states the rights of employees under OSHA);

g) Federal Equal Employment Opportunity Commission poster;

h) Oklahoma Wage and Hour requirements poster

16) Apply for an income tax withholding agent. File Application for Registration as a withholding Agent, with the Oklahoma Department of Taxation.

Starting a new company in Oklahoma. Ecompanies USA offers fast & easy Oklahoma Incorporation, LLC and Business Name Registration services to domestic entrepreneurs and foreign companies wishing to operate in Oklahoma.

Oklahoma Incorporation Service

Oklahoma LLC Registration

Oklahoma Fictictious Name Registration

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