Oklahoma LLC Rules

By Joseph Scrofano

State laws govern limited liability companies, or LLCs. The Oklahoma Limited Liability Company Act provides the substantive rules for LLCs registered in Oklahoma. The Act is located in Title 18 of the Oklahoma Statutes and provides rules for LLC purposes, powers, formation, management, limitations on liability and dissolution.

Name

An LLC must have a business name that contains either the words “limited liability company,” “limited company” or the abbreviations “L.C.,” “L.L.C.,” “LC,” or “LLC.” The word "limited" may be abbreviated as "Ltd." and the word "company" may be abbreviated as "Co." An Oklahoma LLC name cannot be the same as another business entity operating in the state. The Oklahoma Secretary of State will conduct name searches by telephone, in person or by written request.

Articles of Organization

To form an LLC in Oklahoma, prospective owners, known as members, must file articles of organization with the secretary of state. The articles must include the LLC name, the LLC address for its principal place of business, the name and address of its resident agent and registered office, and a statement of whether the LLC intends to operate perpetually or for a limited period of time. One or more persons must sign the articles. This person does not have to be a member of the LLC. The filing fee for the articles, as of 2010, is $100.

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Resident Agent

LLCs must have a resident agent and registered office at all times. The resident agent has the authority to accept service of process for the LLC. Service of process generally means the delivery of important legal papers and notices. The resident agent and registered office must be located in Oklahoma, but can be separate from the business location as long as the LLC grants the agent authority to accept service on the LLC’s behalf.

Annual Certificate

The Oklahoma Limited Liability Company Act makes it mandatory for each LLC that does business in Oklahoma to file an annual certificate with the secretary of state. The certificate must be accompanied with a $25 fee. It should include the LLC name, address and confirm that it remains an active business. It's due every year on the same day the original articles of organization were filed. Failure to file an annual certificate after a six-month grace period results in the LLC no longer being in good standing in the state. If the LLC fails to then file an overdue annual certificate with the appropriate late fees, the secretary of state cancels the articles and the LLC is no longer a valid, legal Oklahoma business entity.

Warning

It is advisable to contact a qualified attorney licensed to practice in Oklahoma, or a tax professional, to find out if forming an LLC in Oklahoma can meet your business goals and needs.

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