How to get Foreign Qualification in Oklahoma

Do you own a limited liability company (LLC) created in a state other than Oklahoma, but you want to expand your business to the Sooner State? If so, you’ll need to qualify your foreign LLC in order to transact business in Oklahoma.

What is a foreign qualification and how do foreign LLCs function within the state of Oklahoma? In this guide, we’ll answer these questions and more.

Rocket Tip: If you’d rather hire an online service to handle this process for you, many of the best LLC services can handle it for you.

What Is a Foreign Qualification?

A foreign qualification enables your limited liability company to do business in the state of Oklahoma. It doesn’t matter which state you originally formed your business in ― or in other words, the state your domestic LLC is located in ― as the qualification process to register a foreign LLC in Oklahoma is the same regardless of where your domestic LLC is based.

The confusion surrounding foreign qualification usually centers on what it means to “do business” in a state outside of your primary state. This gets especially problematic considering some states don’t strictly define what it means to transact business in that state. However, Oklahoma state law does not provide a definition of “doing business” in the state.

What Qualifies as ‘Doing Business’ in Oklahoma

While there is no set definition, there are some activities that generally constitute “doing business.” Most businesses that pursue the following activities will need to form a foreign LLC in Oklahoma:

• Having a commercial domicile in the state
• Having one or more individuals performing services in the state
• Directing activities at Oklahoma customers for the purpose of selling them goods or services
• Deriving income from, or attributable to, sources within this state

What Does NOT Qualify as ‘Doing Business’ in Oklahoma

Meanwhile, according to Oklahoma state law, the following business types do not need to obtain foreign qualification in the state:

• “It is in 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 filling them with goods shipped into this state; or
• 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
• It sells, by contract consummated outside this state, and agrees by the contract, to deliver into this state, machinery, plants or equipment, the construction, erection or installation of which within this state requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; or
• Its business operations within this state are wholly interstate in character; or
• It is an insurance company doing business in this state; or
• It creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property; or
• It secures or collects debts or enforces any rights in property securing the same.”

How to Get Foreign Qualification in Oklahoma

If you want to foreign qualify your LLC in Oklahoma, you’ll need to file an Application for Registration (Foreign Limited Liability Company) with the Secretary of State’s office. This is a simple form that does not require excessive information. However, you will need to include a Certificate of Existence (sometimes referred to as a Certificate of Good Standing), which must be obtained from the proper authorities in the state in which your business was formed. The Application for Registration requires the following information:

• Business name
• State of formation
• Date of formation
• Name and address of the Oklahoma registered agent
• Address of the principal office
• Contact information
• Signature

Filing Fee: $300, with the check made payable to the “Oklahoma Secretary of State.”

What Is the Penalty for Not Getting Foreign Qualification in Oklahoma?

There is one major penalty for failing to qualify a foreign LLC in Oklahoma. If your company transacts business without registering as a foreign entity, you will not be able to file a lawsuit against a third party in an Oklahoma court. This means that individuals and businesses could fail to honor contracts with your business, and you wouldn’t be able to do anything about it legally.

Should I Hire a Business Service Provider to File My Oklahoma Foreign Qualification?

If you don’t want to handle your foreign qualification on your own, you have options. Some entrepreneurs choose to hire a lawyer to prepare and file their Certificate of Authority, which can be a good option if you’re concerned about getting the job done right. However, attorney’s fees can be quite expensive.

The other option is to hire a business service provider like Incfile or ZenBusiness to register your foreign LLC with the state of Oklahoma.

These companies can typically get your foreign qualification done for a fraction of the price of an attorney. This is our preferred route if you don’t want to go with the DIY option.

Conclusion

The process for getting a foreign qualification in the state of Oklahoma isn’t particularly complicated. The form is extremely simple and the entire process generally takes 2-3 weeks. In addition, Oklahoma’s rules and regulations regarding which LLCs need to foreign qualify are considerably looser than many states. Still, this isn’t a process that should be overlooked, because the penalties for not qualifying a foreign LLC in Oklahoma can be severe ― especially if you are unable to sue a third party in the event of a breach of contract.

We hope this article managed to answer your questions about obtaining an Oklahoma foreign qualification, and we wish you a prosperous business future!