Oklahoma Limited Liability Company Articles of Organization

Last Revised: August 10, 2019.

About this Form

An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within Oklahoma. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Oklahoma. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Oklahoma accepts the filing of an articles of organization form via U.S. mail, in-person delivery, or electronically via the Secretary of State's online system for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Okla. Stat. § 18-2008. The name of the LLC must contain either the words "limited liability company" or "limited company" or the abbreviations "LLC", "LC", "L.L.C." or "L.C." The word "limited" may be abbreviated as "Ltd." and the word company may be abbreviated as "Co." The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online Oklahoma's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within the state by querying Oklahoma's Business Entity Search database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Oklahoma imposes a fee of $100 for the filing of an articles of organization form.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Oklahoma Limited Liability Company Act (Okla. Stat. § 18-2000 et seq.).

The statutory requirements for a valid articles of organization filing are codified in Okla. Stat. § 18-2004 and 2005. The text of the statutes read as follows:

§ 18-2004.  Filing the articles of organization.

A. One or more persons may form a limited liability company upon the filing of executed articles of organization with the Office of the Secretary of State.
B. 1. When the articles of organization become effective, the proposed organization becomes a limited liability company under the name and subject to the purposes, conditions, and provisions stated in the articles.  A limited liability company formed under the Oklahoma Limited Liability Company Act is a separate legal entity, the existence of which as a separate legal entity continues until cancellation of the limited liability company's articles of organization and completion of its winding up, if any.
2. Filing of the articles by the Office of the Secretary of State is conclusive evidence of the formation of the limited liability company.
3. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under the Oklahoma Limited Liability Company Act.

§ 18-2005.  Articles of organization - Contents.

A. The articles of organization shall set forth:
1. The name of the limited liability company;
2. The term of the existence of the limited liability company which may be perpetual; and
3. The street address of its principal place of business, wherever located, and the name and street address of its registered agent which shall be identical to its registered office in this state.
B. If the limited liability company is to establish two or more series of members, managers or membership interests having separate rights, powers or duties as provided under Section 2054.4 of this title and the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series are to be enforceable against the assets of the series only, the articles of organization shall set forth a notice of the limitation on liabilities of the series.
C. The articles of organization may set forth any other matters the members determine to include.  It is not necessary to set out in the articles of organization any of the powers enumerated in this act.

§18-2006.  Execution of articles - Evidence of authority - Signatures.

A. Articles required by this act to be filed with the Office of the Secretary of State shall be executed in the following manner:
1. Articles of organization must be signed by at least one person who need not be a member of the limited liability company; and
2. Articles of amendment, merger, consolidation, conversion or dissolution must be signed by a manager.
B. Any person may sign any articles by an attorney in fact.  A person who executes articles as an attorney-in-fact, agent or fiduciary is not required to exhibit evidence of his or her authority as a prerequisite to filing.
C. The execution of any articles under this act constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
D. Any signature on articles or any other instrument authorized by this act may be a facsimile signature, a conformed signature or an electronically transmitted signature.