Articles of Organization LLC Oklahoma

What Are Oklahoma Articles of Organization?

The Articles of Organization in Oklahoma, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the Oklahoma Limited Liability Company Act, specifically under Title 18, Section 2004 of the Oklahoma Statutes. For more information, visit the Oklahoma Secretary of State's LLC formation page.

Are Oklahoma Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Oklahoma. According to Title 18, Section 2004 of the Oklahoma Statutes, an LLC is not legally recognized until the Articles of Organization are filed with the Oklahoma Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.

Information Required in Oklahoma Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Title 18, Section 2008. The name must be distinguishable from other business entities registered in Oklahoma. Certain words may be restricted or require additional approval, such as "bank" or "university." To check name availability, use the Oklahoma Secretary of State's name availability search tool.

Oklahoma Registered Agent and Registered Office

An LLC in Oklahoma must designate a Registered Agent and a Registered Office. The registered agent can be an individual resident of Oklahoma or a business entity authorized to do business in the state, as outlined in Title 18, Section 2010. The registered office must be a physical address in Oklahoma, not a P.O. Box. The registered agent must consent to their appointment, and more information can be found in the Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents. Details about the management structure are governed by Title 18, Section 2011.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Oklahoma, and only one organizer is required. The organizer's name and address must be included in the filing.

Purpose Statement

Oklahoma allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated. Special considerations apply for professional services, and relevant forms can be found on the Oklahoma Secretary of State's website.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed to a specified date within 90 days of filing, as per Title 18, Section 2004. During a delayed effective period, the LLC is not considered active until the specified date.

How to File Oklahoma Articles of Organization

Online

The Oklahoma Secretary of State offers an online filing system called the Business Services Online Filing System. This system is available 24/7, and filings are typically processed within one business day. Payment can be made via credit card, and a convenience fee may apply. To file online, follow these steps:

1. Create an account or log in to the Business Services Online Filing System.
2. Select "File a New Business Entity."
3. Complete the required information.
4. Pay the filing fee using a credit card.
5. Submit the filing.

Mail

To file by mail, send the completed Articles of Organization form to:

Oklahoma Secretary of State
421 NW 13th Street, Suite 210
Oklahoma City, OK 73103

Include one original and one copy of the form, along with a check payable to the "Oklahoma Secretary of State." Processing time for mail filings is typically 5-7 business days. The filer will receive a stamped copy of the Articles of Organization as evidence of filing.

Oklahoma Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Oklahoma is $100. For the official fee schedule, visit the Oklahoma Secretary of State's fee schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Oklahoma Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Oklahoma. The filer will receive a stamped copy of the Articles as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done through the IRS website. Additionally, the LLC may need to register for state taxes with the Oklahoma Tax Commission. While an operating agreement is not required by law, it is recommended to outline the management and operation of the LLC. Oklahoma does not require annual reports for LLCs, but ongoing compliance with state regulations is necessary. Depending on the business activities, additional licenses and permits may be required.

Common Mistakes When Filing Oklahoma Articles of Organization

1. Name Availability Issues: Failing to check name availability can result in rejection. Use the name availability search tool to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can lead to rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the fee amount on the fee schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Ensure the agent is a resident or authorized entity in Oklahoma.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank" or "university."
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
7. Wrong Forms for Professional Services: Professional LLCs may require different forms. Check the Secretary of State's website for professional entity forms.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it is within 90 days of filing.

Additional Resources

• Oklahoma Secretary of State Main Page
• Business Division/Formation Page
• Oklahoma Statutes (Complete Code)
• Oklahoma Tax Commission
• Contact Information: Phone: (405) 521-3912, Email: info@sos.ok.gov

This article provides general information about Oklahoma LLC formation requirements under the Oklahoma Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.