Find out how to qualify your LLC to conduct business in Oklahoma.
If you own a company that was founded in a state other than Oklahoma, you must qualify or register it in Oklahoma in order to conduct business there. The requirements for qualifying your international (non-Oklahoma) limited liability corporation (LLC) to conduct business in Oklahoma are summarized below.
If your LLC was founded in another state, it is referred to as a foreign LLC in Oklahoma. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Wisconsin, for example, is a foreign LLC in Minnesota.
If you are “transacting business” in Oklahoma, you must register your foreign company with the state, according to Oklahoma’s LLC Act. (The word “doing business” is also used throughout the Act.) What exactly does this mean? Well, Oklahoma’s LLC Act, like most others, does not define the word “transacting business” in connection to overseas registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Oklahoma’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
Check Title 18, Section 2049 of the Oklahoma Statutes for a complete legal definition of each of these topics. The instructions supplied with the registration application (see below) also offer a detailed discussion of each of the preceding components. If your LLC’s only operation in Oklahoma is one or more of the activities mentioned above, you should not be required to register with the state.
You must submit an Application for Registration (Foreign Limited Liability Company) with the Oklahoma Secretary of State to register your company in Oklahoma (SOS). The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for an Oklahoma registration application, you must provide:
You must also supply proof that your LLC is in good standing in the state in which it is registered. This is known as a Certificate of Good Standing, a Certificate of Existence, or a Certificate of Fact in Texas. It is typically issued by the Secretary of State. The certificate must be from the recent sixty days. The filing cost for an application is $300.
If your LLC does business in Oklahoma without being registered, it cannot file a lawsuit. However, not being registered does not render your LLC’s contracts null and void or bar your LLC from defending a lawsuit in Oklahoma. Furthermore, a member of an LLC is not accountable for the LLC’s debts and liabilities just because the organization did business in Oklahoma without being registered.
The regulations and standards for international qualifying in Oklahoma are identical whether your company is structured as a corporation rather than an LLC. However, you must submit a new application, Certificate of Qualification (Foreign Corporation) (0013-07/12). For paperwork, information, and filing requirements for registering a foreign company in Oklahoma, see the Oklahoma Secretary of State’s website.