How to Form an S Corporation in Oklahoma

Introduction

When you form an S corporation in Oklahoma, you can enjoy the benefits of limited liability and pass-through taxation. The process is straightforward and doesn’t require much paperwork, but there are a few requirements to follow in order to be sure your business is set up correctly.

Decide Between S Corporation and C Corporation

The S corporation is a type of corporation that has a limited number of shareholders. A C corporation is a type of corporation that has a large number of shareholders.

There are pros and cons to each type. The biggest difference between an S corporation and C corporation is how much paperwork you must file with the IRS, but there are other factors as well:

• Pro: You have fewer shareholders in an S corporation, which means less paperwork for you to submit as the owner and fewer corporate formalities to follow when running your business. For example, you don’t need to hold annual shareholder meetings or get shareholder approval before making major decisions about the company—you can just make them yourself (or with the help of your board members). And if one person owns 100% of the stock in an S corporation, he or she doesn’t even have any other shareholders at all!

File the Articles of Incorporation Form 201

The first step in forming an S corporation is to file the Articles of Incorporation Form 201 with the Oklahoma Secretary of State. You can either mail it or take it to an office location in person, but if you choose to mail it, be sure to include a check for $50 and make sure your check has enough funds in order for them to process your registration.

• What you need

When applying for registration, make sure that a copy of all legal documents are sent along with Form 201 so that they can be kept on file for future reference; these include articles or declarations from shareholders’ meeting minutes; proof of publication (if applicable); and any other pertinent information related.

Obtain an EIN from the Internal Revenue Service

Before you can even think about opening a bank account for your new business, you’ll need to get an Employer Identification Number (EIN). You can apply for one online or by phone. The IRS will mail it to you in 7-10 days. Your EIN is what the IRS uses as a unique identifier when they send tax documents and correspondence related to your business.

The most common use of an EIN is in filing taxes on behalf of your corporation, but it’s also required if you want to open up a bank account or LLC in Oklahoma with another name than yours (like “John Smith S Corporation,” where John Smith is actually the sole owner). Once again: If someone else will be listed on those documents as an officer or co-owner, they must provide their Social Security number so that all parties involved remain compliant with state law requirements.

Drafting Corporate Bylaws

• Create corporate bylaws, adopt them and keep them at your business’s principal office after recording them in your corporate minute book.
• The bylaws govern the internal operations of the corporation. They’re specific to your company and should be unique to you. In other words, there’s no reason to copy other people’s bylaws; write yours based on how you want things done at your corporation.
• Make sure they are written in plain language so they can be easily understood by everyone who reads it or signs it—especially if someone who isn’t familiar with the corporate world needs to review them (like a government agency).
• Keep a copy of these rules at the principal office of your company so that anyone visiting or working there will have access to this information.

Hold a Board of Directors Meeting

• Hold a board of directors meeting to elect officers, adopt a fiscal year and document the meeting in your minute book.
• The board of directors must hold at least one regular meeting each year. All members of the board must attend this meeting, or it will not be considered “regular.” However, if all members are present at a regular meeting and no vote on any matter is taken, then no additional meetings are needed that year.
• A quorum is necessary for all corporate actions except those listed under exigent circumstances (such as approving an accountant’s report). If you don’t reach quorum during a regular meeting and continue without one until adjournment without taking action on any business items present at that time you cannot count this as a “regular” meeting under Oklahoma law; however some states may allow them so check with your jurisdiction before relying on this rule alone!
• Bylaws can be adopted by unanimous written consent or by majority vote of those present at an annual or special meeting where there is no objection raised after discussion has been completed and before final voting takes place (although see above). You should retain these minutes along with any subsequent amendments made throughout your company’s lifespan – they’re an important record documenting how decisions were made throughout its existence!

Elect Directors and File Form 2553 with the IRS

Form 2553 is a form that must be filed with the IRS within two months and fifteen days of incorporation. Form 2553 is not filed by shareholders, but rather by the corporation. The instructions for Form 2553 state:

“To elect S corporation status, you must file Form 2553 no later than two months and 15 days after the date you incorporate or organize (whichever is first). You may request an automatic six-month extension to file this form.”

Conclusion

While the steps listed above are the ones necessary to form an S corporation in Oklahoma, there are other considerations to keep in mind. If you’re interested in forming a partnership or LLC, check out our other blog posts! We also offer free consultations for businesses looking for legal assistance with their formation or operating needs.