How to start an Oklahoma LLC

An LLC is a type of business that helps protect its owners (called members). This means that if the business owes money or gets sued, the members’ personal assets, like their house or car, are usually safe. 

In the state of Oklahoma, an LLC is defined as “an entity formed under the Oklahoma Limited Liability Company Act and existing under the laws of this state” (§18-2001(11)). That means an LLC in Oklahoma is a company created within the state or a company that becomes subject to Oklahoma’s state regulations surrounding LLCs (Title 18).

If that sounds like a lot of legal jargon – that’s because it is! What you need to know is that LLCs are popular with business owners because they are simple and flexible to run. They have fewer rules compared to comportations and the owners can choose if they want to manage the business themselves or appoint managers to do it. 

Another benefit is how taxes work: LLC owners can pay taxes through their own personal tax returns, or they can choose to have the business pay taxes separately, like a corporation. This gives owners more choices in how they handle taxes as their business grows.

Why should I register for an LLC in Oklahoma?

You may want to register for an LLC in Oklahoma when:

• You own or want to start a business in Oklahoma, or want to expand an existing business into Oklahoma, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Oklahoma. 
• You own or want to start a business, and want to register in Oklahoma to open accounts, lease or buy property, secure funding, or hire employees.

Do I need to file my LLC in Oklahoma if I live in another state?

Any LLC that does business in Oklahoma must register with the State of Oklahoma. The State of Oklahoma does not outline any specific actions that constitute transacting business, however, these actions, among others, are not considered to be doing business in Oklahoma:

• Maintaining, defending, or settling any proceeding.
• Holding meetings of its members or carrying on any other activities concerning its internal affairs.
• Maintaining bank accounts.
• Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.
• Selling through independent contractors.
• Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
• Creating or acquiring indebtedness, mortgages and security interests in real or personal property.
• Securing or collecting debts or enforcing mortgages and security interest in property securing the debts, including the holding, protecting, renting, maintaining and operating real or personal property in this state so acquired.
• Transacting business wholly in interstate commerce.
• Selling or transferring title to property in this state to any person.
• Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature.
• Investing in or acquiring royalties or other non-operating mineral or leasehold interests and the execution of division orders, contracts for sale, leases and other instruments incidental to the ownership of the nonoperating interests.

LLCs based in Oklahoma are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

How to start an LLC in Oklahoma

1. Find a unique name for your Oklahoma LLC

The state of Oklahoma requires that the names of all LLCs in the state:

• 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."
• Are not too similar to existing LLCs in the state. You can search the state of Oklahoma's database of business entities in the state to ensure your business' name is unique.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Oklahoma and may be able to help you reserve the name before you file your LLC.

2. Include your other LLC members (if any)

In Oklahoma, you can in fact form as a one-person LLC. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

3. Provide an Oklahoma address

This will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have an Oklahoma address) or choose one to do that service for you (if you are not located in Oklahoma or would like an extra layer of privacy).

5. Register your LLC with the state of Oklahoma

Once you have a business name and registered agent, you can register your business as an Oklahoma LLC with the state of Oklahoma by filing your Articles of Organization. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

6. Get an Employer Identification Number (EIN)

Oklahoma LLCs are required to have a Federal EIN tax number. Think of your tax ID as the social security number for your company. It will be important for business contracts, tax filings, and all manner of documents down the line. Every company should have one to remain in good standing.

7. Pay the state filing fee

Every state has different fees for forming an LLC, which can also vary from one year to another.

Congratulations! After you have completed all these steps, you have formed your Oklahoma LLC.

What to do after forming an Oklahoma LLC

There are a few steps you need to take to maintain your Oklahoma LLC:

1. Create an Operating Agreement: we can help you create your Oklahoma LLC Operating Agreement online.
2. Hold a meeting: a first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
3. Pay taxes according to how you chose to be taxed: traditionally, LLCs are "pass-through entities." This means that you pay your business taxes on your personal tax form. That said, you can elect to be taxed like a corporation, if you choose to do so.
4. File an Annual Certificate: this is required for all LLCs registered in the state and it is due every year on the anniversary of formation.

What is needed to keep records for my Oklahoma LLC

Oklahoma requires LLCs to keep the following documents at their principal place of business:

• A current and a past list of the full name and last-known mailing address of each member and manager.
• Copies of records regarding the voting rights of the members.
• A copy of the articles of organization and any adopted amendments.
• Copies of the limited liability company's federal, state and local income tax returns and financial statements for the three most recent years. If these returns and statements were not prepared for any reason, instead have copies of the information and statements provided to the members for preparing their federal state and local tax returns for the past three years.
• Copies of any effective written Operating Agreements and all amendments.
• Copies of any written Operating Agreements no longer in effect.
• Unless provided in writing in an Operating Agreement, LLCs must also have available information about:
  • The amount of cash and a statement of the agreed value of other property or services contributed by each member.
  • Circumstances that would lead to additional contributions being made by members.
  • The events that would lead an LLC to be dissolved.
  • Information regarding the state of the business and financial condition of the LLC.
  • A copy of the LLC's state and local income tax returns for each year.
  • Other information regarding the affairs of the limited liability company as is just and reasonable.

Still have questions? Rocket Lawyer can help you with the process of forming an Oklahoma LLC. Get started today!

  

Key takeaways Registering an LLC in Oklahoma can give you a lot more flexibility than a corporation, as well as protection for your personal assets from potential liabilities. Even if you live in another state, you must register your LLC in Oklahoma if you do regular business there, like selling things or having employees. After starting your LLC, it’s advisable to create an Operating Agreement and hold a first meeting. You’ll also need to file an Annual Certificate.  Keep records of your Oklahoma LLC, like the names of all members, tax documents, and your business rules. These help you stay organized and follow the law.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is an LLC
• How are LLCs taxed
• How to start an LLC
• Do I Need a Registered Agent?
• How and when to file an Annual Report