Oklahoma Foreign LLC Certificate of Authority Filing Package

OKLAHOMA FOREIGN LLC — APPLICATION FOR REGISTRATION PACKAGE

Filing office: Oklahoma Secretary of State, Business Filing Department

Official filing: Application for Registration of Foreign Limited Liability Company, SOS Form 0083

Statutory filing fee: $300.00

Annual certificate fee: $25.00

1. SCOPE AND CORE RULE

Under 18 O.S. § 2043, a foreign limited liability company must register with the Oklahoma Secretary of State before transacting business in Oklahoma. Section 2042 provides that the law of the jurisdiction of organization governs the LLC's organization and internal affairs. A registered foreign LLC has no greater Oklahoma rights or privileges than a domestic Oklahoma LLC.

Whether particular activity constitutes transacting business can be fact-specific. Section 2049 lists activities that do not constitute transacting business for purposes of the Oklahoma Limited Liability Company Act, but that list does not control taxation, service of process, or regulation under other Oklahoma law.

2. PRE-FILING CHECKLIST

☐ Confirmed that the entity is a limited liability company organized outside Oklahoma.

☐ Analyzed whether the planned Oklahoma activity requires registration.

☐ Obtained an original certificate from the certifying officer of the jurisdiction of organization attesting to the LLC's organization. The official Form 0083 instructions describe this as a certificate of organization and good standing, commonly called a Certificate of Good Standing, Certificate of Existence, or Certificate of Fact.

☐ Confirmed the LLC's true name satisfies 18 O.S. § 2008.

☐ If the true name is unavailable or noncompliant, selected an available Oklahoma fictitious name and prepared the manager's statement adopting it under 18 O.S. § 2045.

☐ Selected one service-of-process arrangement:

• ☐ Appoint an additional Oklahoma registered agent with a business office identical to the registered office and open during regular business hours; or
• ☐ Use the Secretary of State appointment stated in the application as provided by 18 O.S. § 2043(3)(d).

☐ Confirmed the address of the office required in the jurisdiction of organization or, if none is required, the LLC's principal-office address.

☐ Identified an authorized manager, member, or other person to sign.

☐ Prepared the $300 statutory filing fee.

3. NAME RULES

Under 18 O.S. §§ 2008 and 2045:

• The name must contain “limited liability company,” “limited company,” “LLC,” “LC,” “L.L.C.,” or “L.C.”
• “Limited” may be abbreviated “LTD.” and “Company” may be abbreviated “CO.”
• The name must be distinguishable from protected entity, reserved, trade, and fictitious names in the Secretary of State's records, subject to the consent or court-decree provisions in § 2008(D).
• If the true foreign name does not satisfy § 2008, a manager may file a statement adopting an available fictitious name for exclusive use in Oklahoma.

Optional name reservation

A qualifying applicant may reserve an available LLC name for 60 days under 18 O.S. § 2009. The filing fee is $10 under § 2055(7). Section 2009 provides for transfer of a reservation but does not provide an automatic renewal right.

4. APPLICATION WORKSHEET — SOS FORM 0083

Use the current official Secretary of State form. This worksheet tracks the statutory and official-form fields but is not a substitute for the official filing.

A. Foreign LLC identity

True legal name: [________________________________]

Oklahoma fictitious name, if required: [________________________________]

Jurisdiction of organization: [________________________________]

Original organization date: [__/__/____]

B. Service of process

☐ The Oklahoma Secretary of State is appointed for the circumstances stated in 18 O.S. § 2043(3)(d).

Additional registered agent, if appointed: [________________________________]

Oklahoma registered-office street address: [________________________________]

City, Oklahoma ZIP: [________________________________]

C. Principal office

Street address: [________________________________]

City, state or country, postal code: [________________________________]

D. Primary contact

Email address: [________________________________]

E. Execution

The undersigned is authorized to sign this application for the foreign limited liability company.

Signature: [________________________________]

Printed name: [________________________________]

Capacity or title: [________________________________]

Date: [__/__/____]

F. Attachments and delivery

☐ Original certificate from the jurisdiction of organization attached.

☐ Manager's fictitious-name statement attached, if applicable.

☐ Filing fee enclosed or electronic payment arranged.

☐ Current official form reviewed for any additional filing-office field.

The official Form 0083 instructions list the Secretary of State address as 421 N.W. 13th Street, Suite 210, Oklahoma City, Oklahoma 73103. They also state that in-person same-day filing carries an additional $25 per document and card payments carry a 4% service charge.

5. CURRENT STATUTORY FEE CHECKLIST

The fee table above is based on 18 O.S. § 2055 as amended effective November 1, 2024. Confirm payment-channel charges separately from statutory filing fees.

6. ACTIVITIES THAT DO NOT CONSTITUTE TRANSACTING BUSINESS

Section 2049 states that the following activities, among others, do not constitute transacting business under the LLC Act:

☐ Maintaining, defending, or settling a proceeding

☐ Holding member meetings or conducting internal-affairs activity

☐ Maintaining bank accounts

☐ Maintaining offices or agencies concerning the LLC's own securities

☐ Selling through independent contractors

☐ Soliciting orders that require acceptance outside Oklahoma before becoming contracts

☐ Creating or acquiring indebtedness, mortgages, or security interests

☐ Securing or collecting debts or enforcing security interests, including specified activity involving acquired collateral

☐ Transacting business wholly in interstate commerce

☐ Selling or transferring title to property in Oklahoma

☐ Conducting an isolated transaction completed within 30 days and not in a course of repeated like transactions

☐ Investing in or acquiring royalties or other non-operating mineral or leasehold interests and executing related instruments

Owning income-producing Oklahoma real or tangible personal property outside the statutory exceptions is treated as transacting business under § 2049(B).

7. POST-REGISTRATION COMPLIANCE

Annual certificate

Under 18 O.S. § 2055.2:

• File an annual certificate confirming active-business status and the principal-place-of-business address.
• Pay the $25 annual certificate fee.
• File by the anniversary date of the Oklahoma registration.
• Maintain a current email address because the Secretary of State sends notice to the last known email address of record.
• If the filing and fee remain delinquent for 60 days, the foreign LLC ceases to be registered in Oklahoma.

Section 2047(C) treats the registration as withdrawn on the 61st day after the due date when the annual certificate/fee or an applicable Secretary-of-State registered-agent fee remains unpaid.

Changes and corrections

Under 18 O.S. § 2046:

☐ Promptly file a correction certificate if the registration application was false when made or later became inaccurate.

☐ File a statement recording a change to the principal office, registered agent, or registered-agent address.

☐ If the foreign LLC is the survivor of a merger, file the required home-jurisdiction certificate when the merger changes registration information or involves another foreign business entity authorized in Oklahoma.

Other agency registrations

Depending on actual operations, review Oklahoma Tax Commission, Oklahoma Employment Security Commission, workers' compensation, licensing, and local requirements. The official Oklahoma business portal states that Oklahoma franchise tax was eliminated beginning with tax year 2024, while pre-elimination obligations may still affect previously suspended entities.

8. EFFECT OF TRANSACTING BUSINESS WITHOUT REGISTRATION

Under 18 O.S. § 2048, an unregistered foreign LLC transacting business in Oklahoma:

• May not maintain an Oklahoma court action until it registers.
• Does not invalidate its contracts or acts merely by failing to register.
• May defend an Oklahoma action.
• Appoints the Secretary of State as agent for service for a cause of action arising from the unregistered Oklahoma business.
• Does not make a member personally liable for LLC debts solely because the LLC lacked registration.

Section 2048 does not impose the back-fee or civil-penalty formula that appeared in the prior version of this template. Separately, § 2050 authorizes the Attorney General to seek an order restraining a foreign LLC from transacting business in violation of the Act.

9. WITHDRAWAL

To withdraw voluntarily, file the current official Application for Withdrawal under 18 O.S. § 2047 and pay the $100 fee required by § 2055(11).

The application must state:

1. The foreign LLC's name and jurisdiction of organization.
2. That it is not transacting business in Oklahoma.
3. That it surrenders its Oklahoma certificate of registration.
4. That it revokes its registered agent's authority and consents to later service through the Secretary of State for causes of action arising while it was authorized.
5. A mailing address for copies of future process.

Foreign LLC name: [________________________________]

Oklahoma filing number: [________________________________]

Jurisdiction of organization: [________________________________]

Future process mailing address: [________________________________]

Authorized signature: [________________________________]

Printed name and capacity: [________________________________]

Date: [__/__/____]

10. REINSTATEMENT AFTER ADMINISTRATIVE WITHDRAWAL

Under 18 O.S. § 2055.3, a foreign LLC withdrawn for delinquent annual certificates, annual fees, or Secretary-of-State registered-agent fees may apply for reinstatement by:

1. Filing all delinquent annual certificates and paying all delinquent annual or registered-agent fees; and
2. Filing a reinstatement application stating the former name, withdrawal date, and a current available name if the former name is no longer available.

An application may also amend the foreign registration, subject to the additional amendment fee. Once effective, reinstatement relates back as though the registration had not been withdrawn. The statute does not impose the separate $100 “reinstatement penalty” stated in the prior version of this template.

SOURCES AND REFERENCES

• Official Oklahoma Statutes — Chapter 32, Oklahoma Limited Liability Company Act
• Oklahoma Secretary of State — Form 0083, Foreign LLC Application for Registration
• Oklahoma Secretary of State — Form 0082, Amended or Corrected Application
• Oklahoma Secretary of State — Form 0084, Application for Withdrawal
• Oklahoma Secretary of State — LLC Annual Certificate
• Oklahoma Business Portal — registration guidance
• Oklahoma Business Portal — out-of-state requirements