Oklahoma Certificate of Authority / Corporation form
Form 0012: the Oklahoma corporation certificate of qualification
SOS Form 0012 is the Certificate of Qualification (Foreign Corporation). It costs at least $300, with the exact amount fixed by the capital the corporation expects to invest in Oklahoma, and it earns the corporation a certificate of qualification. Our charge is $199.
The form at a glance
- Form
- SOS Form 0012
- Fee
- $300 minimum
- Law
- 18 O.S. 1130 to 1142
- Proof of existence
- Issued within 6 months
- Executed by
- an authorized officer of the corporation
- Nonprofits
- Same form, $300
- Leaving
- SOS Form 0017, $100
How the fee is worked out
Oklahoma charges one-tenth of one percent of the maximum capital to be invested in Oklahoma, which works out to one dollar for every thousand invested, subject to the floor of $300. No corporation pays on more than its authorized capital. A company that plans a modest Oklahoma branch pays the floor. One that plans to put a large sum into the state pays more, and a fee of $1,000 would match one million dollars of planned capital.
The six matters on the statement
One: where the corporation receives mail for its main place of business. Two: the name and street address of an extra agent, if one is named. Three: the authorized shares by class, par value and series. Four: assets and liabilities, dated within 6 months. Five: the business to be done in Oklahoma and a confirmation that the home state allows it. Six: the biggest amount the corporation plans to put into Oklahoma in its current fiscal year.
Defining the capital figure
Oklahoma defines invested capital as the highest value reached during the fiscal year by whatever the corporation holds in the state for its business there: funds, credits, securities and property. Treat it as a forecast: you name a figure, pay on it, and report the actual peak on each anniversary.
The proof from home
The corporation attaches a certificate of its corporate existence, from the home jurisdiction's records officer and no more than 6 months old when filed. If the certificate is written in another language, a translation sworn by the translator must go with it. This is a looser clock than the LLC route's sixty days.
Who signs
An authorized officer of the corporation executes the statement, and it is acknowledged.
The agent
Naming an additional registered agent is optional for a corporation. If you name none, legal papers still have a place to go through the Secretary of State.
When the certificate issues
Once the fee is paid and the statement filed, the Secretary of State issues certificates under its seal. They are prima facie evidence of the corporation's right to do business in Oklahoma, but only if the corporation's name is distinguishable on the register.
The yearly certificate
On its qualification date each year, a corporation reports the highest capital it has held in Oklahoma since the certificate was issued. Any excess over the capital already paid on is charged at the one-tenth rate, and the schedule lists a floor of $10. A corporation that fails to file is sent notice at least 30 days in advance and then owes $25 a day, to a ceiling of $500 per offense.
Changes after qualifying
Changes to the name, the principal office mailing address, authorized capital, business or additional agent are due within 30 days, and an amended certificate runs $200. A merger certificate from the home officer is due within 30 days.
A corporation example, in words
Imagine a Delaware corporation opening one Oklahoma branch and expecting to invest a modest sum there this fiscal year. It names its principal office address, lists its authorized shares by class and par value, attaches assets and liabilities dated within 6 months, describes the Oklahoma business, states the capital it expects to invest and pays the floor of $300. An officer executes and acknowledges the statement.
Nonprofits
A foreign not-for-profit corporation files the same form, ticks the other box and pays $300.
Filing Form 0012 with us
Tell us the capital plan
The most the company expects to invest in Oklahoma this fiscal year.
Gather the home proof
Existence proof issued within 6 months.
Prepare the assets statement
Assets and liabilities taken from a recent date.
Officer signs and acknowledges
An authorized officer executes the statement.
We submit
With at least $300.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Corporation form questions
How is invested capital measured?
By the peak value, during the fiscal year, of what the corporation holds in Oklahoma for its business there.
Do I need an additional agent?
Not required. A corporation may name one if it wants.
Who signs the statement?
An authorized officer executes it and acknowledges it.
How soon after a change must a corporation report?
Within thirty days for a change of name, mailing address, capital, business or additional agent.
Does a foreign nonprofit pay the same?
Yes, the nonprofit fee is the same as the minimum corporate fee.
What is the smallest corporate fee?
$300.
What if capital grows later?
The anniversary certificate reports it and the extra fee is paid then.
Does a nonprofit use the same form?
Yes, with the not for profit box checked.
Our fee and Oklahoma's
Get your Oklahoma authority
Oklahoma
$199
$300 Oklahoma fee + $199
- The Oklahoma form for your entity, filled out from your answers
- A home-state certificate dated inside Oklahoma's 60-day limit for LLCs
- Oklahoma registered agent service from us, or your own pick
- Your Oklahoma certificate returned when issued
- Renewal: after the first year, the agent service renews at $149 a year
Oklahoma's LLC fee is $300, shown apart from our own. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official sources
- Oklahoma Secretary of State, filing fees
- SOS Form 0083, procedures for registering a foreign LLC
- Oklahoma Statutes Title 18, fees of the Secretary of State for LLCs
- SOS Form 0081, application for registration of a foreign LLC
- SOS Form 0012, certificate of qualification of a foreign corporation
- Oklahoma Statutes Title 18, filing and other service fees
- Oklahoma Secretary of State, business forms
- Oklahoma Statutes Title 18, foreign corporations, qualification
- SOS Form 0017, certificate of withdrawal of a foreign corporation
- Oklahoma Statutes Title 18, foreign corporation violations and penalties
- Oklahoma Statutes Title 18, foreign corporation changes
Need Oklahoma authority for your company?
Tell us the entity kind and the right form is prepared.