Foreign Qualification Application

OKLAHOMA FOREIGN CORPORATION — CERTIFICATE OF QUALIFICATION PACKAGE

Filing office: Oklahoma Secretary of State

Official filing: Certificate of Qualification (Foreign Corporation), SOS Form 0012

Statutory filing fee: One-tenth of one percent of the maximum capital invested in Oklahoma during the fiscal year, subject to a $300 minimum and a cap at authorized capital.

1. SCOPE AND CORE RULE

Under 18 O.S. § 1130, a corporation organized under another jurisdiction's law generally must qualify before doing business in Oklahoma through branch offices, agents, or representatives located in the state. Qualification requires a current home-jurisdiction certificate, the statutory statement reproduced by Form 0012, and the fee prescribed by § 1142.

Section 1132 contains limited exceptions, including specified mail-order activity, solicitation where orders are approved and filled outside Oklahoma, certain installation contracts, wholly interstate operations, specified debt and lien activity, and insurance companies. The exceptions do not decide whether the corporation is subject to Oklahoma service of process or taxation.

Whether particular activity is “doing business” is fact-specific. Obtain legal review rather than assuming an exception applies.

2. PRE-FILING CHECKLIST

☐ Confirmed that the applicant is a corporation formed outside Oklahoma.

☐ Analyzed whether the planned Oklahoma activity requires qualification under §§ 1130 and 1132.

☐ Checked whether the corporation's legal name is distinguishable on the Secretary of State's records.

☐ If the legal name is unavailable, prepared the required fictitious-name report or authorized resolution adopting an available Oklahoma name.

☐ Obtained a certificate of corporate existence dated within 60 days before filing, as the current Form 0012 instructions require. Section 1130 permits a certificate dated no earlier than six months before filing, but the filing office's form uses the stricter 60-day instruction.

☐ If the existence certificate is not in English, attached a translation under the translator's oath.

☐ Prepared assets and liabilities as of a date no earlier than six months before filing.

☐ Calculated authorized capital and the maximum capital expected to be invested in Oklahoma during the current fiscal year.

☐ Selected an authorized corporate officer to sign and properly acknowledge the filing as § 1130 requires.

☐ Reviewed the current official Form 0012 and payment instructions immediately before submission.

3. CERTIFICATE OF QUALIFICATION WORKSHEET

Use the current official Secretary of State form. This worksheet tracks the statutory and official-form fields but is not a substitute for Form 0012.

A. Corporation identity

Benefit corporation: ☐ Yes ☐ No

Legal name: [________________________________]

Oklahoma fictitious name, if required: [________________________________]

State, country, or other jurisdiction of formation: [________________________________]

B. Principal place of business

Mailing address: [________________________________]

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

C. Service of process

The Oklahoma Secretary of State is the statutory registered agent identified in Form 0012.

Additional Oklahoma registered agent, if any: [________________________________]

Registered-office street address: [________________________________]

City, Oklahoma ZIP: [________________________________]

☐ Confirmed that any additional registered office is a physical street address, not a post-office box.

D. Oklahoma business

Specific business proposed in Oklahoma:

[____________________________________________________________]

[____________________________________________________________]

The corporation confirms that it is authorized to conduct that business in its jurisdiction of incorporation.

E. Financial statement

Statement date: [__/__/____]

Assets: $[________________]

Liabilities: $[________________]

Organization type: ☐ Profit ☐ Not for profit

F. Authorized shares

Complete this table for a profit corporation unless it has no authorized capital.

Total authorized capital used for the fee cap: $[________________]

For fee computation under § 1142(F), each no-par share is treated as having a $50 par value.

G. Oklahoma invested capital

Maximum capital expected to be invested in Oklahoma at any time during the current fiscal year: $[________________]

For § 1130, “invested capital” is the maximum value of funds, credits, securities, and property located in Oklahoma and used or employed in the corporation's Oklahoma business during the fiscal year.

H. Primary contact

Email address: [________________________________]

I. Execution

The undersigned is authorized to execute this Certificate of Qualification for the corporation.

Signature: [________________________________]

Printed name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

☐ Execution and acknowledgment conform to § 1130 and the current filing instructions.

4. ATTACHMENTS AND FEE

☐ Signed Certificate of Qualification prepared on current SOS Form 0012.

☐ Home-jurisdiction certificate of corporate existence dated within 60 days, as Form 0012 instructs.

☐ Translator's sworn English translation, if applicable.

☐ Fictitious Name Report or authorized name-adoption resolution, if applicable.

☐ Filing fee calculated under § 1142(A)(13):

• One-tenth of one percent, or $1 per $1,000, of maximum Oklahoma invested capital;
• Minimum $300;
• No fee on capital exceeding total authorized capital; and
• $300 for a not-for-profit corporation under the current Form 0012 instructions.

☐ Payment-channel charges confirmed separately. Section 1142 permits a credit-card convenience fee of up to four percent.

5. POST-QUALIFICATION COMPLIANCE

Changes and transactions

Section 1131 requires an authorized officer to file the appropriate statement within 30 days after a change to the corporation's:

• Corporate name;
• Principal-office mailing address;
• Authorized capital; or
• Business proposed to be conducted in Oklahoma.

Within 30 days after an authorized foreign corporation merges, consolidates, or converts, it must file the home jurisdiction's official certificate of that event. If the transaction also changes information listed above, the corporation must make the additional § 1131 filing.

Annual invested-capital certificate

Under § 1142(A)(17), on each anniversary of qualification the corporation must file an officer's certificate stating:

1. The maximum capital invested in Oklahoma after qualification; and
2. The amount of capital on which qualification fees were previously paid.

If invested capital exceeds the amount previously paid upon, the corporation pays an additional one-tenth of one percent of the excess. The corporation need not pay on capital exceeding authorized capital and need not continue filing this certificate after it has paid the qualification fee on its total authorized capitalization. Section 1142(A)(5) sets a $10 filing/indexing fee for the annual certificate.

Statutory registered-agent fee

Section 1142(A)(18) states a $100 annual fee for the Secretary of State acting as registered agent, due July 1. Confirm the current payment route and agency instructions before paying.

6. CONSEQUENCES OF NONCOMPLIANCE

Under § 1134:

• A foreign corporation doing business before compliance may be fined $200 to $500 per offense.
• An agent doing business for the noncompliant corporation may be fined $100 to $500 per offense.
• Failure to file specified capital certificates or pay additional fees can lead to revocation after at least 30 days' mailed notice and a $25-per-day penalty capped at $500 per offense.

Under § 1137, a corporation that was required to qualify generally may not maintain an Oklahoma action until it qualifies and pays the required fees, penalties, and franchise taxes for the unauthorized period. Lack of qualification does not invalidate its contracts or acts, prevent another party from suing on them, or prevent the corporation from defending an Oklahoma proceeding.

Section 1138 authorizes a district court, on the Attorney General's petition, to enjoin unauthorized business or business conducted under a certificate obtained through false or misleading representations.

7. WITHDRAWAL

Under § 1135, a qualified foreign corporation may withdraw by filing a properly acknowledged certificate executed by an authorized officer. The filing must state that the corporation surrenders its Oklahoma authority and provide an address for forwarding later process served on the Secretary of State.

Corporate name: [________________________________]

Oklahoma filing number: [________________________________]

Address for future process: [________________________________]

Authorized officer signature: [________________________________]

Printed name and title: [________________________________]

Date: [__/__/____]

☐ Current SOS Form 0017 reviewed.

☐ $100 withdrawal fee under § 1142(A)(16) confirmed.

If the corporation dissolved in its home jurisdiction, § 1135 permits the specified dissolution certificate, order, or decree together with the required process-forwarding address certificate. After withdrawal, the Oklahoma registered-agent appointment is revoked, and qualifying post-withdrawal process may be served through the Secretary of State.

SOURCES AND REFERENCES

• Official Oklahoma Statutes — Foreign Corporations, 18 O.S. §§ 1130-1138
• Official Oklahoma Statutes — 18 O.S. § 1142 filing and service fees
• Oklahoma Secretary of State — SOS Form 0012, Certificate of Qualification
• Oklahoma Secretary of State — SOS Form 0017, Certificate of Withdrawal
• Oklahoma Secretary of State — SOS Form 0032, Fictitious Name Report