Understanding Oklahoma LLC Laws
The rules for starting and running an Oklahoma limited liability company (LLC) are laid out by Oklahoma LLC laws.
In this guide, we offer simple explanations to Oklahoma LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Certificate Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Oklahoma LLC laws set out the requirements for forming an LLC. The State of Oklahoma has created the SOS business portal and PDF Articles of Organization form to simplify the process.
Oklahoma LLC Formation Statute
The following LLC Formation statutes are from the Oklahoma Limited Liability Company Act:
Section 18-2004. Filing the Articles of Organization.
FILING THE ARTICLES OF ORGANIZATION
A. One or more persons may form a limited liability company upon the filing of executed articles of organization with the Office of the Secretary of State.
B. 1. When the articles of organization become effective, the proposed organization becomes a limited liability company under the name and subject to the purposes, conditions, and provisions stated in the articles. A limited liability company formed under the Oklahoma Limited Liability Company Act is a separate legal entity, the existence of which as a separate legal entity continues until cancellation of the limited liability company's articles of organization and completion of its winding up, if any.
2. Filing of the articles by the Office of the Secretary of State is conclusive evidence of the formation of the limited liability company.
3. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under the Oklahoma Limited Liability Company Act.
Section 18-2005. Required Contents of the Articles of Organization
A. The articles of organization shall set forth:
1. The name of the limited liability company;
2. The term of the existence of the limited liability company which may be perpetual; and
3. The street address of its principal place of business, wherever located, and the name and street address of its registered agent which shall be identical to its registered office in this state.
B. If the limited liability company is to establish two or more series of members, managers or membership interests having separate rights, powers or duties as provided under Section 2054.4 of this title and the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series are to be enforceable against the assets of the series only, the articles of organization shall set forth a notice of the limitation on liabilities of the series.
C. The articles of organization may set forth any other matters the members determine to include. It is not necessary to set out in the articles of organization any of the powers enumerated in this act.
Start forming your LLC by reading our top LLC services review.
What This Means: Key Takeaways*
The Oklahoma LLC statute provides the requirements for setting up (or forming) an LLC. The State of Oklahoma offers online and mail-in LLC filing to meet these requirements.
Required Information for Oklahoma LLC Formation:
- LLC’s name (Must meet Oklahoma LLC naming requirements)
- LLC principal office’s street and mailing address
- How long the LLC will be in existence
- Whether this will be a series LLC
- Registered agent’s name and Oklahoma registered office address
Optional Information for Oklahoma LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Oklahoma LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Oklahoma LLC laws define the duties and appointment of the LLC registered agent.
Oklahoma LLC Registered Agent Statute
The following registered agent statutes are from the Oklahoma Limited Liability Company Act:
Section 18-2010. Principal Office - Resident Agent - Changes
A. Every domestic limited liability company shall continuously maintain in this state:
1. A registered office which may be, but need not be, the same as its principal place of business; and
2. A registered agent for service of process on the limited liability company that may be the domestic limited liability company itself, an individual resident of this state, or a domestic or qualified foreign corporation, limited liability company, or limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent.
B. 1. A limited liability company may designate or change its registered agent, registered office, or principal office by filing with the Office of the Secretary of State a statement authorizing the designation or change and signed by any manager.
2. A limited liability company may change the street address of its registered office by filing with the Office of the Secretary of State a statement of the change signed by any manager.
3. A designation or change of a principal office or registered agent or street address of the registered office for a limited liability company under this subsection is effective when the Office of the Secretary of State files the statement, unless a later effective date or time, which shall be a specified date or time not later than a time on the ninetieth day after the filing, is provided in the statement.
C. 1. A registered agent who changes his or her street address in the state may notify the Office of the Secretary of State of the change by filing with the Office of the Secretary of State a statement of the change signed by the agent or on the agent’s behalf.
2. The statement shall include:
a.the name of the limited liability company for which the change is effective,
b.the new street address of the registered agent, and
c.the date on which the change is effective, if to be effective after the filing date.
3. If the new address of the registered agent is the same as the new address of the principal office of the limited liability company, the statement may include a change of address of the principal office if:
a.the registered agent notifies the limited liability company of the change in writing, and
b.the statement recites that the registered agent has done so.
4. The change of address of the registered agent or principal office is effective when the Office of the Secretary of State files the statement, unless a later effective date or time, which shall be a specified date or time not later than a time on the ninetieth day after the filing, is provided in the statement.
D. 1. A registered agent may resign by filing with the Office of the Secretary of State a copy of the resignation, signed and acknowledged by the registered agent, which contains a statement that notice of the resignation was given to the limited liability company at least thirty (30) days before the filing of the resignation by mailing or delivering the notice to the limited liability company at its address last known to the registered agent and specifying the address therein.
2. The resignation is effective thirty (30) days after it is filed, unless a later effective date or time, which shall be a specified date or time not later than a time on the ninetieth day after the filing, is provided in the resignation.
3. If a domestic limited liability company fails to obtain and designate a new registered agent before the resignation is effective, the Secretary of State shall be deemed to be the registered agent of the limited liability company until a new registered agent is designated.
E. If a limited liability company has no registered agent or the registered agent cannot be found, then service of process on the limited liability company may be made by serving the Secretary of State as its agent as provided in Section 2004 of Title 12 of the Oklahoma Statutes.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
An Oklahoma registered agent must:
- Maintain a registered office in Oklahoma (i.e., no P.O. boxes)
- Be an individual, an Oklahoma corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Oklahoma. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Oklahoma LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Oklahoma Limited Liability Company Act:
Section 18-2001. Definitions
16. "Operating agreement", regardless of whether referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, means any agreement of the members, including a sole member, as to the affairs of a limited liability company and the conduct of its business, including the agreement as amended or restated;
Section 18-2012.2. Operating Agreement of LLC
A. The operating agreement of the limited liability company governs generally:
1. Relations among the members as members and between the members and the limited liability company;
2. The rights and duties under this act of a person in the capacity of manager;
3. The activities of the company and the conduct of those activities; and
4. The means and conditions for amending the operating agreement.
If the operating agreement does not otherwise provide, this act governs the matter. The operating agreement may not vary the rights, privileges, duties and obligations imposed specifically under this act.
B. A limited liability company is bound by its operating agreement regardless of whether it executes the operating agreement. A member or manager of a limited liability company or an assignee of a membership interest is bound by the operating agreement regardless of whether the member, manager or assignee executes the operating agreement.
C. An operating agreement of a limited liability company having only one member is not unenforceable because there is only one person who is a party to the operating agreement.
D. The obligations of a limited liability company and its members to an assignee or dissociated member are governed by the operating agreement. Subject only to any court order to effectuate a charging order, an amendment to the operating agreement made after a person becomes an assignee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the assignee or dissociated member.
Added by Laws 2008, c. 253, § 24.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Certificate Requirements
Oklahoma LLC laws set out the requirements for annual LLC reporting with what the state refers to as annual certificates. The State of Oklahoma has created the SOS business portal and PDF annual certificate form to simplify the process.
Oklahoma LLC Annual Certificate Statute
The following annual certificate statutes are from the Oklahoma Limited Liability Company Act:
Section 18-2055.2. Annual Certificate for Domestic Limited Liability Company and Foreign Limited Liability Company
ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND FOREIGN LIMITED LIABILITY COMPANY
A. Every domestic limited liability company and every foreign limited liability company registered to do business in this state shall file a certificate each year in the Office of the Secretary of State, which confirms it is an active business and includes its principal place of business address, and shall pay an annual certificate fee of Twenty-five Dollars ($25.00).
B. The annual certificate shall be due on the anniversary date of filing the articles of organization or registration, as the case may be, until cancellation of the articles of organization or withdrawal of the registration.
C. The Secretary of State shall, at least sixty (60) days before the anniversary date of each year, cause a notice of the annual certificate to be sent to each domestic limited liability company and each foreign limited liability company required to comply with the provisions of this section to its last known electronic mail address of record with the Secretary of State.
D. A domestic limited liability company or foreign limited liability company that fails to file the annual certificate and pay the annual certificate fee within sixty (60) days after the date due shall cease to be in good standing as a domestic limited liability company or registered as a foreign limited liability company in this state.
E. Except for accepting a resignation of a registered agent when a successor registered agent is not being appointed or an application for reinstatement, the Secretary of State shall not accept for filing any certificate or articles, or issue any certificate of good standing, in respect to any domestic limited liability company that has ceased to be in good standing or foreign limited liability company that has ceased to be registered, unless or until the domestic limited liability company has been reinstated as a domestic limited liability company in good standing or the foreign limited liability company has been reinstated as a foreign limited liability company duly registered in this state.
F. A domestic limited liability company that has ceased to be in good standing or a foreign limited liability company that has ceased to be registered in this state may not maintain any action, suit or proceeding in any court of this state until the domestic limited liability company has been reinstated as a domestic limited liability company in good standing or the foreign limited liability company has been reinstated as a foreign limited liability company duly registered in this state. An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of the domestic limited liability company or foreign limited liability company on any right, claim or demand arising out of the transaction of business by the domestic limited liability company after it has ceased to be in good standing or a foreign limited liability company that has ceased to be registered in this state until the domestic limited liability company or foreign limited liability company, or any person that has acquired all or substantially all of its assets, has caused the limited liability company to be reinstated as a domestic limited liability company in good standing or as a foreign limited liability company duly registered in this state, as applicable.
What This Means: Key Takeaways*
You can file your Oklahoma annual certificate online or by mail.
Your Oklahoma LLC annual certificate must state the following information (and must be current as of the date of filing):
- The principal address of the LLC
- Whether the business is still active
Annual Certificate Due Dates:
- Annual certificates are due each year by the LLC’s formation anniversary date
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.