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Business Law

LLC
Formation

Protect your personal assets while running your business with flexibility. We handle the legal details so you can focus on building your company.

Kelli J. Goodnight, Attorney

📋 Key Takeaways

  • Oklahoma LLC formation costs $100 for Articles of Organization ($125 expedited) (18 O.S. § 2004)
  • LLCs provide personal asset protection from business debts and lawsuits
  • Operating agreements are essential even for single-member LLCs (18 O.S. § 2013)
  • Annual Certificate filing ($25) required to maintain good standing (18 O.S. § 2055)
  • LLCs offer tax flexibility—choose pass-through or corporate taxation
  • No residency requirement for Oklahoma LLC members or managers

Why Choose an LLC?

The Limited Liability Company (LLC) is the most popular business structure for small businesses in Oklahoma—and for good reason. Under the Oklahoma Limited Liability Company Act (18 O.S. § 2000), LLCs offer:

  • Personal asset protection – Your home, car, and savings are generally protected from business debts and lawsuits
  • Tax flexibility – Choose between pass-through taxation (like a sole proprietorship) or corporate taxation
  • Management flexibility – Run your business without rigid corporate formalities
  • Credibility – Customers and vendors often prefer working with formally organized businesses

The LLC Formation Process

1. Choose Your Name

Your LLC name must be distinguishable from other Oklahoma businesses and include "LLC," "L.L.C.," or "Limited Liability Company." We check name availability and can reserve your name while we prepare documents.

2. File Articles of Organization

This document officially creates your LLC with the Oklahoma Secretary of State. It includes:

  • The LLC name
  • Principal place of business
  • Registered agent name and address
  • Duration (perpetual or specific term)
  • Management structure (member-managed or manager-managed)

3. Create Your Operating Agreement

While not filed with the state, your operating agreement is the most important document for your LLC. It establishes:

  • Ownership percentages
  • Voting rights and decision-making procedures
  • Profit and loss allocation
  • Member duties and restrictions
  • What happens if a member leaves, dies, or becomes disabled
  • How to add new members or transfer interests

4. Obtain Your EIN

We help you apply for an Employer Identification Number (EIN) from the IRS. You'll need this to open a business bank account, hire employees, and file taxes.

5. Set Up Compliance Systems

We advise on ongoing requirements:

  • Annual certificate filing with the Secretary of State
  • Business licenses and permits
  • Record-keeping requirements
  • Tax filings and elections

Single-Member vs. Multi-Member LLCs

Oklahoma allows both single-member (one owner) and multi-member LLCs. While the formation process is similar, multi-member LLCs require more detailed operating agreements to address:

  • Capital contributions and ownership percentages
  • Distribution policies
  • Management responsibilities
  • Dispute resolution
  • Buy-sell provisions

Why Work with an Attorney?

Online services can file your paperwork, but they can't:

  • Advise on the best structure for your situation
  • Draft a customized operating agreement
  • Help you understand tax implications
  • Ensure your LLC actually protects your personal assets
  • Represent you if issues arise later

Common LLC Formation Mistakes

Even simple LLC formations can go wrong. Here are mistakes that can cost you later:

  • Skipping the operating agreement: Banks may refuse to open accounts, and your liability protection could be challenged
  • Commingling personal and business funds: Mixing finances can "pierce the corporate veil" and eliminate your protection
  • Forgetting the Annual Certificate: Missing the $25 filing leads to administrative dissolution
  • Using generic online templates: One-size-fits-all documents don't address Oklahoma-specific requirements
  • Wrong management structure: Member-managed vs. manager-managed has significant legal implications

Frequently Asked Questions

Common questions about LLC formation in Oklahoma

How much does it cost to form an LLC in Oklahoma? +

The state filing fee is $100 ($125 for expedited). We offer flat-fee packages that include everything you need to properly structure your business.

Do I need an operating agreement if I'm the only member? +

Yes. It establishes your LLC as a separate entity, is often required to open a bank account, and protects your liability protection if challenged.

What's the difference between an LLC and a corporation? +

LLCs are more flexible with simpler record-keeping and pass-through taxation by default. Corporations have more rigid structures but may be better for seeking investors.

How long does it take to form an Oklahoma LLC? +

Standard filing takes 3-5 business days. Expedited processing is 1-2 days. Full setup including EIN and bank account typically takes 1-2 weeks.

What is a registered agent and do I need one? +

Yes, every Oklahoma LLC must have a registered agent—a person or company at a physical Oklahoma address to receive legal notices on behalf of your business.

Can I be my own registered agent? +

Yes, if you have a physical Oklahoma address and are available during business hours. Many owners prefer an agent service for privacy and reliability.

What ongoing requirements does an Oklahoma LLC have? +

Oklahoma LLCs must file an Annual Certificate ($25) to maintain good standing. You should also maintain separate banking, keep records, and file appropriate tax returns.

Should I choose member-managed or manager-managed? +

Member-managed is good when all owners are active in the business. Manager-managed is better when some owners are passive investors or you want centralized decision-making.

Start Your Business Right

Schedule a consultation to discuss your LLC formation needs.