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.
What exactly is a Foreign LLC?
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.
Doing Business in Oklahoma
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:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
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.
Some Activities Are Exempt
Oklahoma’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
creating or acquiring indebtedness, mortgages, and security interests in real or personal property securing or collecting debts transacting business in interstate commerce selling or transferring title to Oklahoma property to any person conducting an isolated transaction that is completed within thirty days and is not part of a series of similar, repeated transactions; and investing in or acquiring royalties or certain other interests and the execution of oaths
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.
Registration Application
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:
If different, the name under which your LLC will conduct business in Oklahoma (you will need a new name if your LLC’s original name is currently being utilized by another registered Oklahoma firm or if it does not fit Oklahoma’s LLC naming standards).
the name and street location of your registered agent in Oklahoma the state where your LLC was created the date your LLC was formed
a declaration stating the Oklahoma Secretary of State has been designated as your registered agent in Oklahoma if you do not have one, that agent’s power has been revoked, or the agent cannot be found if required by the state where your LLC was established, If you are not obliged to maintain an address in the state where your LLC was founded, you must include the address of your LLC’s major office, an email address for the LLC’s key contact person, and an authorized signature.
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.
What Happens If You Do Not Sign Up?
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.
Creating an Oklahoma Foreign Corporation
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.