Nonprofit Corporation Formation Filing in Oklahoma
At a glance
| Governing act and filing office | Oklahoma General Corporation Act, Title 18, chapter 22; nonprofit nonstock certificate filed with Secretary of State (§§ 1004.1, 1005(A)) |
|---|---|
| Incorporator and filing document | At least three persons, partnerships, associations, corporations, or a combination execute and file a certificate; names and mailing addresses required (§§ 1005(A), 1006(A)(5)) |
| Name and purpose | Certificate states a distinguishable name with a listed corporate designator and the business or purposes; general lawful-act purpose is sufficient (§ 1006(A)(1), (3)) |
| Member and entity-type statement | Certificate states no authorization to issue capital stock and no pecuniary gain to members as such; membership criteria may appear in certificate or bylaws (§ 1006(A)(4), (7)(a)) |
| Initial directors and selection | Nonprofit certificate names and gives mailing addresses of each governing-body member and the number to elect at first meeting; initial-director names under paragraph 6 additionally apply if incorporator powers end at filing (§ 1006(A)(6)–(7)) |
| Registered office and agent | Certificate states Oklahoma registered-office street, number, city and postal code and agent name; eligible agents include Oklahoma residents and specified domestic or authorized foreign entities (§§ 1006(A)(2), 1022(A), (C)) |
| Signatures and agent acceptance | Incorporators sign certificate; acknowledgment may be formal or the signature itself affirms its truth under penalty of perjury (§§ 1005(A), 1007(A)(1), (B)) |
| Filing fee | $25 for filing and issuing a nonprofit certificate of incorporation (§ 1142(A)(9)) |
| When existence begins | Corporate existence begins on filing of executed and acknowledged certificate, subject to delayed effectiveness specified in certificate no later than the 90th day after filing (§§ 1010, 1007(D)) |
Requirements one by one
Certificate, name, and purpose
At least three incorporators form an ordinary Oklahoma nonprofit by filing a certificate of incorporation with the Secretary of State (§ 1005(A)). The Oklahoma General Corporation Act applies to nonprofit nonstock corporations, defined in § 1004.1(D)(3). The certificate identifies the incorporators and gives their mailing addresses (§ 1006(A)(5)). It states a distinguishable corporate name with one of the listed designators (§ 1006(A)(1)) and its business or purposes (§ 1006(A)(3)). A general purpose to undertake any lawful activity permitted by the Act suffices.
Members and governing body
For a nonstock corporation, the certificate states that it cannot issue capital stock; membership criteria may instead be in the bylaws (§ 1006(A)(4)). A nonprofit certificate must also state that members receive no pecuniary gain as members, identify each governing-body member by name and mailing address, and say how many will be elected at the first meeting (§ 1006(A)(7)). The additional initial-director names in § 1006(A)(6) apply when incorporator powers end at filing.
Agent, signing, and fee
The certificate gives the Oklahoma registered office's street, number, city, and postal code and names the agent there (§ 1006(A)(2)). Section 1022(A) lists eligible resident individuals and domestic or authorized foreign entities (§ 1022(A)); § 1022(C) requires an entity agent's business office to match the registered office or an individual agent to be generally present there. Incorporators sign; a signature itself can satisfy the acknowledgment requirement under penalty of perjury (§ 1007(A)(1), § 1007(B)(2)). The nonprofit formation filing charge is $25 (§ 1142(A)(9)).
Existence and timing
The filed certificate creates the corporate body under § 1010. Section 1007(D) allows the certificate to specify a later effective time, no later than the 90th day after filing (§ 1007(D)).
What trips people up
The nonprofit governing-body names and first-meeting number are required by § 1006(A)(7). The separate initial-director clause in § 1006(A)(6) has a condition: incorporator powers must end at filing.
Statutes and sources
Verbatim excerpts from the official Oklahoma Statutes appear above with source URLs and access dates.
Source links
Every statute quoted above, linked, with the date we checked it.
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