Oklahoma > Secretary Of State > Foreign Corporation
Certificate Of Qualification 13 - Oklahoma
| Certificate Of Qualification Form. This is a Oklahoma form and can be used in Foreign Corporation Secretary Of State . |
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PROCEDURES FOR QUALIFYING A FOREIGN CORPORATION IN OKLAHOMA This outline is intended as an aid to qualifying a foreign corporation to do business in Oklahoma pursuant to the provisions of Title 18 of the Oklahoma Statutes commonly known as the Oklahoma General Corporation Act. PLEASE CONSULT THE ACT CAREFULLY. The Oklahoma General Corporation Act applies to all corporations except those expressly excluded (see reverse side of this instruction sheet) and those for which special statutes are in existence with which the provisions of Title 18 may conflict. NO foreign corporation shall be formed or licensed under this act for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching. FILING PROCEDURE: 1. Prepare and file with the Secretary of State one signed copy of the certificate of qualification. 2. File with the certificate of qualification an original certificate issued by an authorized officer of the jurisdiction of its incorporation evidencing its corporate existence. This certificate is most commonly known as a Certificate of Good Standing or a Certificate of Existence and is usually issued by the Secretary of State' s office. This certificate must be dated within the last 60 days. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached. 3. Pay to the Secretary of State - Profit Corporation: a fee of $1.00 per $1,000.00 on the total authorized capital (number of total authorized shares multiplied by the par value) or on the amount of capital to be invested in Oklahoma during the current fiscal year. MINIMUM FEE: $300.00 (If the invested capital is more than the total authorized capital, pay ONLY on the authorized.) No par value stock is computed at $50.00 per share for determining filing fees only. (18 O.S., Section 1142) Not for Profit Corporation: a fee of $300.00. 4. Make checks payable to the Oklahoma Secretary of State. Instruments may be mailed or delivered in person to: Oklahoma Secretary of State, 2300 N. Lincoln Blvd., Room 101, State Capitol Building, Oklahoma City, Ok 73105-4897 Telephone (405)-521-3912 INSTRUCTIONS FOR PREPARING CERTIFICATE OF QUALIFICATION: 1. NAME - The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of: (1) corporations, both domestic and foreign, then existing or which have existed at any time during the preceding three (3) years; or (2) then existing domestic and foreign limited partnerships; or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (5) corporate, limited partnership or limited liability company names reserved with the Secretary of State. You may check the availability of a name in advance by telephoning the Secretary of State office at (405)-521-3912, in person or at the above address. Prior to filing a certificate of qualification, a name may be reserved for a period of sixty (60) days by filing a name reservation application and paying a fee of $10.00. 2. REGISTERED AGENT AND REGISTERED OFFICE - Every foreign corporation transacting business in this state shall have and maintain the Secretary of State as it registered agent in this state. In addition, such foreign corporation may have and maintain in Oklahoma a registered agent, which agent may be either: (1) an individual resident of Oklahoma; or (2) a domestic or qualified foreign corporation, limited liability company, or limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent. If such additional registered agent is designated, service of process shall be on such agent and American LegalNet, Inc. www.USCourtForms.com not on the Secretary of State. The registered office address must be a physical address and cannot be a post office address (Title 18, Sections 1021 & 1022) 3. SERVICE AGENT FEE - A registered agent fee in the amount of $100.00 per year is payable upon qualification and July 1 of each subsequent year. Your check MUST be made payable and MAILED to the Oklahoma Tax Commission, 2501 N. Lincoln Blvd., Oklahoma City, OK 73194 (18 O.S., Section 1142) 4. ADDITIONAL REQUIREMENTS - Every foreign corporation admitted to do business in this state which shall change its corporate name, the mailing address of its principal office or its authorized capital, or shall enlarge, limit or otherwise change the business which it proposes to do in this state, within THIRTY (30) DAYS after the time the change becomes effective, SHALL FILE with the Secretary of State an amended certificate of qualification. You may contact this office to request the proper amended qualification form. EXCEPTIONS TO REQUIREMENTS PLEASE NOTE: The following is Section 1132 of Title 18 pertaining to foreign corporations that are exceptions to the requirement of filing a certificate of qualification with the Secretary of State. Please be advised that this office cannot make the determination as to whether a corporation conforms to one of the exceptions listed. That decision is the responsibility of the corporation. A. No foreign corporation shall be required to comply with the provisions of Section 130 and 131 of this act if: 1. it is the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs, or other forms of advertising or solicitation, accepting the orders outside this state, and filing them with goods shipped into this state; or 2. it employs salesmen, either resident or traveling, to solicit orders in this state, either by display of samples or otherwise, whether or not maintaining sales offices in this state, all orders being subject to approval at the offices of the corporation without this state, and all goods applicable to the orders being shipped in pursuance thereof from without this state to the vendee or to the seller or his agent for delivery to the vendee, and if any samples kept within this state are for display or advertising purposes only, and no sales, repairs, or replacements are made from stock on hand in this state; or 3. it sells, by contract consummated outside this state, and agrees by the contract, to deliver into this state, machinery, plants o
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