Oklahoma Certificate of Authority / Do you need it?
Do you need an Oklahoma certificate of authority?
If your company does business in Oklahoma, it needs authority: a certificate of registration for an LLC at $300, or a certificate of qualification for a corporation from $300. The statute exempts 12 listed LLC activities and 6 corporate situations, but the lists are incomplete and carry two traps.
The test, LLC version
Oklahoma gives a foreign LLC a list of activities that are not business, introduced with the words "among others." It then adds that an LLC holding income-earning property in the state counts as doing business, and that a person is not doing business in Oklahoma merely by being a member or manager of an LLC. The Secretary of State has said it cannot rule on a particular company; the company decides.
The test, corporation version
The corporation chapter lets a foreign corporation skip qualification in 6 situations: selling by mail from outside the state; using salesmen whose orders are approved elsewhere; installing equipment sold under a contract made elsewhere; operating wholly in interstate commerce; running an insurance company; and securing or collecting debts. Even then, the exception does not answer whether the corporation can be sued in Oklahoma or taxed there.
Cases by entity type
| Case | LLC | Corporation |
|---|---|---|
| Defending a lawsuit in Oklahoma | Excluded | Not an exception; depends on facts |
| An Oklahoma bank account | Excluded | Depends on facts |
| Mail-order sales shipped in | Interstate commerce is excluded | An exception |
| Traveling salesmen, orders approved elsewhere | Orders accepted elsewhere are excluded | An exception |
| Rental property owned in Oklahoma | Counts as doing business | Points toward qualifying |
| An Oklahoma office or branch | Points toward registering | Points toward qualifying |
| Mineral royalties only | Excluded | Depends on facts |
| Insurance company | Not covered by the LLC list | An exception |
Read the table as general information. Your own facts decide.
Rental property is the trap
An LLC that owns a rented building, leased equipment or other income-producing property in Oklahoma is considered to be doing business, whatever else the list says. The exemption for plain ownership covers the property the list names, not property run for income.
Employees, offices and inventory
None of these appears on the LLC exclusion list. A company with workers, an office or stock in Oklahoma looks like one doing business there, which points toward registering. Independent distributors are a different matter, because sales through independent contractors are on the list.
Five quick tests
Are your own people in Oklahoma doing your regular work? Do you keep an office, store or stock there? Do you own property there that earns income? Do you do repeat jobs for Oklahoma customers that you finish on site? Do you take orders at an Oklahoma location? Any yes here leans toward needing authority. A no to all of them, with orders accepted at home and goods shipped in, points the other way.
Mineral and royalty owners
Holding non-operating mineral or leasehold interests, and signing the division orders, sale contracts and leases that go with them, is on the LLC exclusion list. Operating wells or running the property is different, and the income-property rule may then apply.
One-time projects
A lone transaction completed within 30 days, with no pattern of repeat dealings behind it, is on the LLC list. A job that drags on for months, or a contractor who returns every season, is not isolated.
Questions to put to your own lawyer
Does our Oklahoma activity go beyond the exclusions? When did it begin? What do we owe if we have worked there without authority? Should an entity other than the one doing the work hold the Oklahoma certificate? These are legal judgments, and an Oklahoma lawyer is the right person for them. Whatever the answers, we prepare and file the ordinary application.
Authority is not tax
The statute says the LLC list settles nothing about process, tax or regulation under other laws, and the corporation exceptions share that limit. A company can be exempt from qualifying and still owe Oklahoma tax.
If you are already doing business
An LLC doing business without registration is shut out of Oklahoma courts as a plaintiff until it registers, yet it can defend and its contracts hold. A corporation can be fined from $200 up to $500 for an offense. The late filing page sets out both. For $199 we prepare the filing; the question of when your Oklahoma activity began is for your own lawyer.
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.
Scenario questions
We hire one remote worker in Oklahoma. Do we register?
Employees are not on the LLC exclusion list. Having staff in the state points toward registering.
We only ship goods to Oklahoma buyers.
Interstate sales and orders accepted elsewhere are excluded for an LLC and excepted for a corporation.
We lease equipment to an Oklahoma customer.
Income-producing property in the state is treated as doing business for an LLC.
We have a registered agent in Oklahoma already.
That does not itself register the entity. The agent is one part of the filing.
Does an Oklahoma bank account trigger authority?
Not for an LLC. It is on the exclusion list.
We only own a rental house there. Do we register?
Oklahoma treats income-producing property as business, so yes, that points toward registering.
We sell by mail from another state.
Interstate sales are excluded for an LLC and excepted for a corporation.
Does the Secretary of State rule on my facts?
No. The office has said it cannot rule on a particular company; the company decides.
Are Oklahoma taxes covered by the exclusions?
No. Taxes are governed by other laws.
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 LLC acts not constituting transacting business
- Oklahoma Statutes Title 18, foreign corporation exceptions
- Oklahoma Statutes Title 18, foreign LLC necessity of registration
- Oklahoma Statutes Title 18, foreign corporation violations and penalties
Need Oklahoma authority for your company?
Tell us the entity kind and the right form is prepared.