If you’re looking for a reliable DIY guide for starting an LLC in Oklahoma, look no further.
Below you’ll find all the information you need to launch your business and handle any associated costs. Follow each step carefully and your LLC will be established and ready to hit the ground running.
That said, the process can be complex, with various filings and costs, so if at any point you need help, you can hire an LLC formation service – they’ll take care of the paperwork so you can spend more time growing your business.
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Forming an LLC can be intimidating. If you need help or just want to make sure it’s done correctly, hire an online LLC service like 🥇ZenBusiness ($39) or LegalZoom ($99). They take care of the legal paperwork so you can focus on what you do best.
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Step 1: Name Your LLC
What’s in a name? Quite a bit, actually. Your business name is your Oklahoma LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.
Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.
While you can (and should) be creative with your business name, there are certain state requirements that it must follow.
As you narrow down your name options, refining them to form your perfect moniker, make sure you adhere to Oklahoma’s business name laws. Your LLC name must include the words “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “L.C.” Additionally, it must be distinguishable from every other name reserved or registered with the Secretary of State.
If you find that your desired name is already taken, you may be curious about how to distinguish it. Typically, making changes to the following elements will NOT cut it:
- Entity type designators like LLC, Ltd., Inc., or Corp.
- Articles (“a,” “an,” and “the”)
- Conjunctions (like “and,” “or,” and “but”)
- Punctuation and special characters
Rather, you need to make significant changes to one or more of the name’s key words to create a distinguishable name.
Consider this: your friend Fanny wants to open a flower shop in Tulsa, Oklahoma. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.
Determine the Name is Available
Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Articles of Organization without first confirming it’s available. Use the Secretary of State’s Business Entities Search to see if there’s an existing business using your desired name.
Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.
Optional: Name Reservation
You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in Oklahoma for a total of 60 days.
Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold online through the Entity Filings page, or by mailing/hand-delivering an Application for Reservation of Name to:
Oklahoma Secretary of State
421 N.W. 13th, Suite 210
Oklahoma City, OK 73103.
Processing times vary depending on which filing method you choose. Online submission is the fastest method, processed in 1-2 business days, while mailed forms take 7-10. If you’re dropping off your form in person, you can pay an extra $25 fee for expedited same-day processing.
Ready to start your LLC right away? You’re better off skipping the name reservation and simply using that name on your Articles of Organization, which will register it automatically.
Step 2: Choose a Registered Agent
Fanny’s LLC is quickly taking shape, and if it’s going to operate in Oklahoma, she’ll need a go-between for state and legal communications. This is called the registered agent.
A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. But maintaining an agent isn’t just a convenience, it’s required.
The Articles of Organization says “every limited liability company must continuously maintain a registered agent and registered office in Oklahoma,” and the Secretary of State website adds that “the registered agent is responsible for receiving and forwarding service of process or official notices addressed to an entity.”
Taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Oklahoma.
Now for the practical application, the “how-to.” Fortunately, it’s easy, a one-step process. To put a registered agent on your public record, simply include their name and address on your Articles of Organization. Make sure you speak with your potential agent ahead of time to get their consent.
You have two options for who can serve as a registered agent: an individual or a company.
Individual as Registered Agent
You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Go ahead and choose any individual, as long as they are an Oklahoma resident, have a physical address in the state (no P.O. boxes), and are over 18 years old. LLC officials, attornies, accountants, family members, and friends are all options. You can even appoint yourself if you meet the requirements and don’t mind the added responsibilities.
Registered Agent Service
It can be a lot easier, though, to use an LLC formation service like IncFile or Northwest Registered Agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your Oklahoma LLC on your own, you can use a national agent service to cover your agent duties.
During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.
Step 3: File the Formation Documents with the State
This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.
She’s reserved her unique business name, designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Articles of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Oklahoma Secretary of State, giving it the authorization to commence business in the state.
You might do all of your business electronically, or you might prefer to keep hard copies on file. Either way, there’s an Articles of Organization option for you. Processing times vary, but each method is equally effective, and each one costs $100.
This is the quickest option, as electronic submissions are processed in 1-2 business days. You can access the online form through the Entities Filing page. Then follow the onscreen instructions to complete the form.
Filing by Mail
Download the paper application, fill it out, and mail it, with your payment, to the address below. Your submission will be processed in 7-10 business days.
Oklahoma Secretary of State
421 N.W. 13th Street Suite 210
Oklahoma City, OK 73103
Filing In Person
Live in Oklahoma City? If you’d like, you can drop off your application as part of your daily errands. When you walk-in a form, you can pay an extra $25 and it will be processed while you wait.
Step 4: Create an Operating Agreement
The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.
Oklahoma state law doesn’t require LLCs to adopt an operating agreement. But just because it’s not required doesn’t mean you should skip it. An agreement will give your business the framework, procedures, and legal protection necessary for its success. Plus, it gives the company legitimacy in the eyes of banks, courts, government agencies, and other businesses. All that to say, it’s in your best interest to draft an operating agreement.
Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to tax structure.
If you’ve decided to draft an agreement, there are two ways to go about it:
- Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend getting one through ZenBusiness, which includes a free LLC operating agreement with every package. This will save you a lot of time and money.
- Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.
What are default laws?
Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.
Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.
Step 5: Get an EIN
There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.
Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.
The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:
Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.
You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.
Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
Okay, so you’ve filed the Articles of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!
Step 6: Taxes, Licensing & Income Reporting
For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep an Oklahoma LLC running smoothly and in good standing with the state.
Before you start doing business, create a plan for the following potential LLC requirements:
As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.
Oklahoma’s income taxes act much like the federal ones, in that they “pass-through” to the owners’ personal returns, so your LLC won’t need to file its own separate return. And you won’t have to worry about paying a “franchise” or “privilege” tax either, because Oklahoma doesn’t require one. This doesn’t, however, mean your LLC is off the hook for all state taxes.
Your LLC might meet certain conditions that will require it to pay specific business-related state taxes. Before you pay any requisite taxes, be sure to register your business with the Oklahoma Tax Commission.
Does your company sell merchandise? If so, it will need to obtain a Sales Tax permit through the Oklahoma Tax Commission. Do you hire employees? In this case, you would need to pay a Withholding Tax through Oklahoma’s Taxpayer Access Point and an Unemployment Insurance Tax through the Employment Security Commission.
Plus, depending on your LLC’s location, it may owe a local tax to its city, municipality, or county. Consult your local government’s website to find out.
The Articles of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.
Our friend Fanny, for example, may need to obtain a Nursery Dealer License from the Department of Agriculture before starting her flower shop. And if she wanted to sell smoothies out of her shop, she would need a license from the Department of Health. Check the Department of Commerce’s business licensing and operating requirements page to see which licenses your LLC requires.
Certain cities and counties require their own specific licenses, so you should also check with your local government.
Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when things are moving 100 miles per hour, don’t forget that Oklahoma requires all of its businesses to submit one important recurring filing: the Annual Certificate.
Every year, you must file an Annual Certificate before the anniversary of your LLC’s formation. The filing fee is $25 and you can submit your certificate online, by mail, or in person. If submitting a hard copy, complete the application and mail or hand-deliver it, with your payment, to the address listed in the formation documents section.
Standard processing time is seven to ten business days if the reservation form is mailed, five to seven business days if it is delivered in person, and one to two days if filed online. If you’re dropping your form off in person, you can request expedited, same-day processing for $25.
Don’t delay in filing your Annual Certificate! If you don’t file within 60 days of the due date, your LLC will lose its good standing with the state, and if you go three years without filing, it will be administratively dissolved.
And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Oklahoma LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.
Need Help Creating Your LLC?
If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.
But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using an LLC website. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.
Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide a registered agent.