Professional Corporation / PLLC Formation Packet — Oklahoma

Professional Corporation / PLLC Formation Packet — Oklahoma

This packet helps a licensed Oklahoma professional (1) choose between a Professional Corporation (PC) and a Professional Limited Liability Company (PLLC) under the Professional Entity Act, (2) confirm the profession and ownership-licensure rules, (3) obtain the regulating-board certificate that must be filed with the formation instrument, and (4) file the correct document with the Oklahoma Secretary of State.

Quick-Reference Summary

Part 1 — Choosing PC vs. PLLC in Oklahoma

Both forms share the same Professional Entity Act overlay — board certificate at filing, licensed-owner and licensed-manager rules, and the § 815 death/disqualification framework. The choice usually turns on tax planning, periodic-filing burden (none for the PC vs. a $25 annual certificate for the PLLC), and management flexibility.

Part 2 — Pre-Filing Checklist

License Verification

☐ Each individual forming the entity is duly licensed and in good standing in Oklahoma to practice [________________________________] (profession) (18 O.S. § 804)
☐ Each proposed owner is licensed to render the same professional services (18 O.S. § 809)
☐ Each manager who will practice the profession is licensed (18 O.S. § 810)
☐ License numbers verified with the regulating board
☐ No disqualifying disciplinary action pending against any owner or manager

Licensing-Board Certificate (REQUIRED AT FILING)

☐ Obtained a certificate from the regulating board certifying that each person to become an owner or manager who will practice is duly licensed (18 O.S. § 804(2)) — for health-care entities, contact the applicable board (e.g., Oklahoma State Board of Medical Licensure) before formation

Name and Designation

☐ Name availability searched with the Oklahoma Secretary of State (optional 60-day name reservation, $10)
☐ PC name includes a general-corporation designation ("Corporation," "Company," "Incorporated," "Limited," "Corp.," "Inc.," or "Ltd.")
☐ PLLC name includes "Limited Liability Company," "Limited Company," "L.L.C.," "LLC," or "Ltd. Co."
☐ Name complies with any additional designation rule under 18 O.S. § 807 and your board

Agent, Fee, and Insurance

☐ Registered agent designated — Oklahoma resident or authorized entity with a physical Oklahoma street address
☐ Filing fee confirmed (PC $50 minimum; PLLC $100) and payment method ready
☐ Professional liability / malpractice insurance obtained or confirmed
☐ Federal EIN obtained from the IRS

Part 3 — Certificate of Incorporation — Professional Corporation (Professional Entity Act + General Corporation Act)

CERTIFICATE OF INCORPORATION OF [CORPORATION NAME], [INC. / P.C.] — A PROFESSIONAL CORPORATION

The undersigned incorporator(s), being duly licensed and in good standing in the State of Oklahoma to practice the profession stated below, adopt this Certificate of Incorporation under the Oklahoma Professional Entity Act, 18 O.S. § 801 et seq., and the Oklahoma General Corporation Act.

Article I — Name

The name of the corporation is [________________________________], which contains a designation required by 18 O.S. § 1006 / § 807:

• ☐ "Corporation" / "Corp."
• ☐ "Company" / "Co."
• ☐ "Incorporated" / "Inc."
• ☐ "Limited" / "Ltd."
• ☐ "P.C." / "Professional Corporation" (if used by board/profession)

Article II — Profession / Purpose (18 O.S. §§ 804, 806)

The corporation is formed to render the professional service of [________________________________] (and specifically related professions, if any, that may lawfully be combined: [________________________________]) and services ancillary thereto.

Article III — Registered Office and Registered Agent

Registered office (street address): [________________________________], Oklahoma [____].
Registered agent: [________________________________].

Article IV — Capital Stock

The corporation is authorized to issue [____] shares of [common] stock, [par value $[____] per share / no par value].

Article V — Incorporator(s) (Licensed and in Good Standing)

Article VI — Directors (Practicing Directors Licensed — 18 O.S. § 810)

Article VII — Professional Licensing

A. Each owner and each manager who renders the professional service shall maintain a current, active Oklahoma license (18 O.S. §§ 809, 810).
B. The corporation shall render professional services only through owners, managers, employees, and agents licensed in Oklahoma (18 O.S. § 811).
C. Formation does not modify the professional relationship or the regulating board's authority (18 O.S. §§ 812, 813); the corporation shall not do any act prohibited to an individual licensee (18 O.S. § 814).

Article VIII — Share-Transfer Restriction (Ownership Limited to Licensed Persons)

A. Only persons licensed to render the same professional services may be owners; shares shall be issued and transferred only to such licensed persons (18 O.S. § 809).
B. Mandatory buy-back on death or disqualification (18 O.S. § 815). Upon the death of a shareholder, or a shareholder ceasing to be licensed or otherwise becoming disqualified, the shares shall be acquired by the corporation or transferred to a licensed person as provided in this Certificate, the bylaws, or a shareholders' agreement. The corporation shall purchase or cause the purchase of the affected shares within [____] days at a price determined by:

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value by independent appraisal
• ☐ Formula in the shareholders' agreement
• ☐ Other: [________________________________]
  C. Each stock certificate shall bear a legend reflecting these restrictions and the sole-shareholder/withdrawal provisions of 18 O.S. § 815.

Part 4 — Articles of Organization — Professional Limited Liability Company (Professional Entity Act + LLC Act)

ARTICLES OF ORGANIZATION OF [COMPANY NAME], PLLC

The undersigned organizer(s), being duly licensed and in good standing in the State of Oklahoma to practice the profession stated below, adopt these Articles of Organization under the Oklahoma Professional Entity Act, 18 O.S. § 801 et seq., and the Oklahoma Limited Liability Company Act.

Article I — Name

The name of the company is [________________________________], containing a designation required by the LLC Act / 18 O.S. § 807:

• ☐ "Limited Liability Company"
• ☐ "Limited Company"
• ☐ "L.L.C." / "LLC"
• ☐ "Ltd. Co." / "LC"

Article II — Profession / Purpose (18 O.S. §§ 804, 806)

The company is formed to render the professional service of [________________________________] and services ancillary thereto.

Article III — Registered Office and Registered Agent

Registered office (street address): [________________________________], Oklahoma [____].
Registered agent: [________________________________].

Article IV — Members / Managers (All Practicing Members/Managers Licensed)

Management is vested in [its members / one or more managers]. Each owner is licensed to render the same professional services (18 O.S. § 809); each manager who practices the profession is licensed (18 O.S. § 810).

Article V — Membership-Interest Transfer Restriction (Ownership Limited to Licensed Persons)

A. Only persons licensed to render the same professional services may hold a membership interest; interests shall be issued and transferred only to such licensed persons (18 O.S. § 809).
B. Mandatory buy-back on death or disqualification (18 O.S. § 815). Upon the death of a member, or a member ceasing to be licensed or otherwise becoming disqualified, the membership interest shall be acquired by the company or transferred to a licensed person within [____] days at [book value / fair market value / agreed formula]; the disqualified member or estate may not participate in decisions concerning the professional service.
C. These restrictions shall be set forth in the operating agreement and the company's records.

Part 5 — Licensing-Board Certificate / Registration Block and Signatures

REGULATING-BOARD CERTIFICATE (included with the formation instrument — 18 O.S. § 804(2))

The undersigned regulating board, [________________________________] (board name), certifies that each person who is to become an owner or manager of [ENTITY NAME] and who is to engage in the practice of [________________________________] (profession) is duly licensed in accordance with Oklahoma's licensing laws to practice such profession.

Board Representative: [________________________________] Title: [________________________________]
Date: [__/__/____]

Incorporator(s) — Professional Corporation

Organizer(s) — Professional Limited Liability Company

Post-Formation Checklist

☐ Formation instrument filed with the Oklahoma Secretary of State (PC FM0003, $50 min / PLLC FM0010, $100), with the regulating-board certificate (18 O.S. § 804)
☐ Federal EIN obtained; bank account opened in the entity's legal name
☐ Bylaws (PC) or operating agreement (PLLC) adopted with transfer restrictions and § 815 buy-back terms
☐ Stock certificates (PC) issued with restrictive legend; PLLC records reflect transfer restriction
☐ Professional liability insurance bound at board-required limits
☐ PLLC annual-certificate calendar set ($25, on formation anniversary); PC has no Secretary of State annual report
☐ Internal procedure to monitor licensure and trigger § 815 on death, disqualification, or withdrawal

Sources and References

• 18 O.S. ch. 18 (Professional Entity Act, §§ 801–819) — Oklahoma Statutes (Westlaw browse) — https://govt.westlaw.com/okjc/Browse/Home/Oklahoma/OfficialOklahomaStatutes?guid=NCD2214A0C37E11DB8F04FB3E68C8F4C5
• 18 O.S. § 804 (Formation of professional entity — board certificate) — https://ok.elaws.us/os/18-804
• 18 O.S. § 1006 (Certificate of incorporation; contents) — Oklahoma Statutes — https://oklegal.onenet.net/oklegal-cgi/get_statute?99/Title.18/18-1006.html
• Oklahoma Secretary of State — Business Services (forms FM0003, FM0010) — https://www.sos.ok.gov/
• "Recent Developments for Corporations and LLCs" (2024 amendments to the Professional Entity Act) — Oklahoma Bar Journal — https://www.okbar.org/barjournal/october-2024/recent-developments-for-corporations-and-llcs/
• Oklahoma professional-entity formation overview (PC/PLLC fees, forms, ownership) — https://www.discern.com/resources/oklahoma-healthcare-entity-compliance-guide