FOREIGN CORPORATION
APPLICATION FOR CERTIFICATE OF AUTHORITY
STATE OF OKLAHOMA
[// GUIDANCE: This comprehensive template is drafted for a foreign business corporation seeking authority to transact business in the State of Oklahoma under Oklahoma’s General Corporation Act. It is purposely more robust than the Secretary of State’s short‐form filing, providing (i) all information the Secretary of State requires, (ii) optional protective representations, covenants, and withdrawal mechanics counsel may elect to include as attachments or internal corporate resolutions, and (iii) practical guidance notes. Delete any bracketed text and unused provisions before filing. Adapt for foreign LLCs or other entity types as needed.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Ongoing Obligations
- Default, Revocation & Remedies
- Withdrawal & Termination Procedures
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title.
Application for Certificate of Authority to Transact Business in the State of Oklahoma.
1.2 Applicant.
[CORPORATION NAME], a [STATE/COMMONWEALTH/COUNTRY] corporation (the “Corporation”).
1.3 Effective Date.
This Application becomes effective on the date stamped “FILED” by the Oklahoma Secretary of State or, if a delayed effective date is specified below, at 12:01 a.m. Central Time on [DELAYED EFFECTIVE DATE] (not to exceed 90 days after filing).
1.4 Jurisdiction.
Oklahoma corporate law and the rules and regulations promulgated by the Office of the Oklahoma Secretary of State govern this Application and any resulting authority.
1.5 Registered Agent & Office in Oklahoma.
• Name: [OK REGISTERED AGENT NAME]
• Street Address (No P.O. Box): [PHYSICAL STREET], [CITY], Oklahoma [ZIP]
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings set forth below. Terms defined herein include the singular and the plural, and the use of one gender includes all others, as the context requires.
“Application” means this Foreign Corporation Application for Certificate of Authority, including all schedules, exhibits, and future amendments or restatements.
“Certificate of Authority” means the document issued by the Oklahoma Secretary of State evidencing the Corporation’s authority to transact business in Oklahoma.
“Governing Documents” means the Corporation’s charter, certificate or articles of incorporation, bylaws, and any amendments thereto filed in its domestic jurisdiction.
“Oklahoma Annual Certificate” means the annual franchise tax return (currently due on or before July 1 of each year) and any other periodic report the Corporation must file with the Oklahoma Tax Commission or Secretary of State.
“Withdrawal Certificate” means a certificate of withdrawal or other filing terminating the Corporation’s authority to do business in Oklahoma.
3. OPERATIVE PROVISIONS
3.1 Information Required for Filing.
(a) Exact Corporate Name in Home Jurisdiction ................................... [NAME]
(b) Name Adopted for Use in Oklahoma (if different) ....................... [DBA IF ANY]
(c) State/Country of Incorporation ..................................................... [JURISDICTION]
(d) Date of Incorporation in Home Jurisdiction ................................. [DATE]
(e) Duration of Corporation (perpetual or term) ................................. [PERPETUAL/TERM]
(f) Nature of Business in Oklahoma ................................................... [BRIEF PURPOSE]
(g) Principal Business Address ............................................................ [ADDRESS]
(h) Registered Agent and Registered Office in Oklahoma ................ (See § 1.5)
(i) Names & Business Addresses of Directors and Officers .............. Attach Schedule A
(j) Stock Information (Authorized, Issued, Par Value) ......................... Attach Schedule B
(k) Tax Contact and FEIN .................................................................... [CONTACT]
(l) Optional Delayed Effective Date .................................................... [DATE OR “N/A”]
[// GUIDANCE: Sub‐items (i) and (j) are not required by statute to appear on the SOS form, but listing them here simplifies future amendments and provides transparency. Counsel may omit if desired.]
3.2 Documentary Attachments.
(a) A certified copy, dated within sixty (60) days, of the Corporation’s Governing Documents from the domestic jurisdiction.
(b) The Corporation’s Certificate of Good Standing (or equivalent) issued by the domestic jurisdiction, dated within sixty (60) days.
(c) Consent of Registered Agent (if separate).
3.3 Filing Fees & Payment.
The Corporation will tender all required filing fees, currently: (i) SOS filing fee: $300; (ii) certified copies (optional); (iii) expedited processing (optional). Fees are subject to change; confirm immediately prior to filing.
4. REPRESENTATIONS & WARRANTIES
The Corporation, by and through its duly authorized officer signing below, represents and warrants to the State of Oklahoma that:
4.1 Existence & Good Standing. The Corporation is duly incorporated, validly existing, and in good standing under the laws of [DOMESTIC JURISDICTION].
4.2 Corporate Power & Authority. The Corporation possesses full corporate power and authority to transact the business described in Section 3.1(f) within Oklahoma and to file this Application; the execution, delivery, and filing of this Application have been duly authorized by all required corporate action.
4.3 No Conflict. The filing of this Application and the conduct of the Corporation’s business in Oklahoma will not violate the Governing Documents or any law, regulation, court order, or contractual restriction binding on the Corporation.
4.4 Accurate & Complete Information. All statements contained in this Application and in the supporting documents are true, correct, and complete as of the date executed.
4.5 Tax Compliance. The Corporation is current on all franchise, income, and other taxes in its domestic jurisdiction and, to the best of its knowledge, no audit, deficiency, or delinquency exists.
5. COVENANTS & ONGOING OBLIGATIONS
The Corporation covenants that, for so long as it is authorized to do business in Oklahoma:
5.1 Registered Agent. It shall continuously maintain an Oklahoma registered agent and registered office.
5.2 Annual Franchise Tax & Reports. It shall timely file each Oklahoma Annual Certificate and pay all franchise and privilege taxes when due.
5.3 Amendments. It shallpromptly file an amendment with the Secretary of State within thirty (30) days of any change to its corporate name, duration, registered agent/office, or jurisdiction-level dissolution, merger, or conversion.
5.4 Service of Process. It irrevocably appoints its Oklahoma registered agent for service of process and, if the agent resigns or cannot be found with reasonable diligence, consents to service upon the Oklahoma Secretary of State as provided by law.
5.5 Compliance with Law. It shall comply with all applicable federal, state, and local laws, including but not limited to licensing, employment, environmental, and consumer protection statutes.
5.6 Records. It shall maintain in a readily retrievable format all records required under its Governing Documents and Oklahoma law, and shall make them available for inspection upon lawful request.
6. DEFAULT, REVOCATION & REMEDIES
6.1 Events of Default. Each of the following constitutes a default:
(a) Failure to maintain a registered agent or office in Oklahoma;
(b) Failure to file an Oklahoma Annual Certificate or pay franchise taxes by the statutory deadline;
(c) Material misstatement in this Application or any amendment;
(d) Revocation or suspension of the Corporation’s authority or existence in its domestic jurisdiction.
6.2 Notice & Cure. Upon default, the Secretary of State may issue written notice. The Corporation shall have sixty (60) days from the date of notice to cure, unless a shorter period is mandated by statute.
6.3 Administrative Revocation. If the default is not timely cured, the Secretary of State may revoke the Certificate of Authority without further notice. After revocation, the Corporation loses the right to transact business in Oklahoma other than activities necessary to wind up and withdraw.
6.4 Reinstatement. A Corporation whose authority has been revoked may apply for reinstatement by: (i) curing all outstanding defaults, (ii) paying all accrued fees and penalties, and (iii) filing an application for reinstatement with the Secretary of State.
7. WITHDRAWAL & TERMINATION PROCEDURES
7.1 Voluntary Withdrawal. The Corporation may voluntarily surrender its Certificate of Authority by filing a Withdrawal Certificate with the Oklahoma Secretary of State and paying the applicable filing fee.
7.2 Conditions Precedent to Withdrawal. Before filing a Withdrawal Certificate, the Corporation must:
(a) File all delinquent Oklahoma Annual Certificates;
(b) Pay all accrued franchise, income, and other state taxes;
(c) Resolve or provide security for all known claims arising in Oklahoma;
(d) Obtain board and, if required, shareholder approval consistent with the Governing Documents.
7.3 Service of Process After Withdrawal. For five (5) years following withdrawal, the Corporation irrevocably consents to service of process on the Oklahoma Secretary of State for actions arising from business transacted in Oklahoma while the Certificate of Authority was in effect.
7.4 Effect of Withdrawal. Withdrawal terminates the authority to transact business in Oklahoma but does not:
(a) Affect any cause of action accrued before withdrawal;
(b) Abate any proceeding commenced before withdrawal;
(c) Affect the right to defend an action in Oklahoma courts.
8. GENERAL PROVISIONS
8.1 Governing Law. This Application and the Corporation’s activities in Oklahoma are governed by the laws of the State of Oklahoma without regard to conflict-of-laws principles.
8.2 Forum Selection. The state district courts sitting in [COUNTY], Oklahoma, having a business-division docket (or any successor “state business court”), shall be the exclusive forum for any proceeding arising out of or relating to this Application or the Certificate of Authority.
8.3 Amendment & Waiver. No amendment to this Application is effective until filed with the Secretary of State. No waiver of any requirement under Oklahoma law is effective unless the law provides such waiver in writing.
8.4 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions remain in full force to the maximum extent permitted.
8.5 Electronic Signatures. The Oklahoma Secretary of State accepts electronic or facsimile signatures; any such signatures shall be deemed original for all purposes.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on behalf of the Corporation.
| Date: [DATE] | |
| CORPORATION: | [CORPORATION NAME] |
| By: | ________ |
| Name: | [AUTHORIZED OFFICER NAME] |
| Title: | [TITLE – e.g., President, Secretary] |
[Notary acknowledgment if required by internal policy or for out-of-state execution.]
SCHEDULE A
DIRECTORS AND OFFICERS
| Name | Title | Business Address |
|---|---|---|
SCHEDULE B
CAPITAL STOCK INFORMATION
| Class/Series | Authorized | Issued & Outstanding | Par Value |
|---|---|---|---|
[// GUIDANCE: 1) Attach certified charter documents and good-standing certificate before filing. 2) Confirm current fees and filing mechanics (paper vs. online) on the Oklahoma SOS website. 3) Keep one conformed copy stamped “FILED” for the corporate minute book. 4) Calendar the annual franchise tax deadline (currently July 1) immediately upon receipt of the Certificate of Authority. 5) If the Corporation will own or lease Oklahoma real property, review additional qualification or recording requirements under 16 O.S.]