Oklahoma Corporation Formation Requirements

Certificate of Incorporation

While incorporating in Oklahoma, a certificate of incorporation must be filed with the Oklahoma Secretary of State. Oklahoma law requires that certain information be included in your certificate of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – One incorporating in Oklahoma must be a person, partnership, association or corporation
  • Duties – Filing the certificate of incorporation with the Secretary of State
  • Listing Requirements – The name and mailing address of each incorporator must be listed

Corporate Purpose(s)

Oklahoma allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – Not required in the certificate

Director Information

  • Minimum Number of Directors – One or more
  • Eligibility Requirements – None. The certificate of incorporation or bylaws may prescribe qualifications for directors
  • Listing Requirements – Not required in the certificate

Officer Information

  • Officers are not required to be listed in the certificate of incorporation

Stock Information

  • The total number of shares that the corporation is authorized to issue
  • The par value of each share (or a statement that the shares have no par value) or, of applicable, the number of shares and par value of each class of shares

Other Required Listing Information

  • The address, including the street, number, city and county, of the corporation’s registered office in this state, and the name of the corporation’s registered agent at such address
  • The nature of the business to be conducted or promoted
  • If the powers of the incorporator(s) are to terminate upon filing the certificate, the names and mailing addresses of the persons who are to serve as initial directors
  • Nonprofit corporations may be required to include additional information

Optional Provisions

Oklahoma also permits optional provisions to be integrated into the certificate of incorporation for corporations who wish to formalize additional criteria, such as:

  • Provisions managing the business and regulating the affairs of the corporation
  • A specific provision authorizing a court to order a meeting between the corporation and its shareholders or creditors in certain situations
  • Preemptive shareholder rights
  • Changing the number of votes required for corporation action
  • The duration of the corporation, if not perpetual
  • Personal liability of shareholders for corporate debts in certain situations
  • Limitations on a director’s liability for money damages to the corporation or its shareholders in certain situations

United Agent Services allows you to designate whether any or all of these provisions should be included if incorporating in Oklahoma.

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