Is your corporation having regular in-person meetings and sending out certified mailings to all shareholders, even if you are the only member? If not, then you might not be running your
corporation in compliance with the Oklahoma Corporation Act.

Establishing and managing a corporation in Oklahoma involves navigating a complex framework of laws and regulations designed to protect shareholders, directors, and the public. Understanding the Oklahoma Corporation Act (OCA) is essential for anyone looking to form and run a corporation in the State of Oklahoma.

Overview of the Oklahoma Corporation Act

The OCA provides the legal rules and framework for the formation, management, and operations of corporations in Oklahoma. The Act outlines the rights and responsibilities of all parties who are involved in the business, including shareholders, the board of directors, and more. The OCA rules are aimed at promoting fairness and transparency.

Key Provisions of the Oklahoma Corporation Act:

  1. Formation of the Corporation. To create a corporation in Oklahoma, you must file Articles of Incorporation with the Oklahoma Secretary of State and pay the filing fee. This document includes essential information, such as the corporation’s name, registered agent, business address, and the number of authorized shares.
  2. Corporate Structure. The OCA allows for various types of corporate structures, including for-profit corporations, nonprofit corporations, and professional corporations. Each type has specific requirements and regulations, so it is crucial to choose one that best fits your business needs.
  3. Governance and Management. The Act establishes rules for corporate governance, including roles of shareholders, directors and officers. It mandates the holding of annual meetings, notice of the meetings, maintenance of corporate records, and filing of reports to ensure accountability within the entity.
  4. Duties and Liabilities. Directors and officers have fiduciary duties to the corporation, including the duty of care and the duty of loyalty. Violating these duties can result in legal consequences and personal liability for those individuals.
  5. Amendments and Dissolution. The processes for amending the Articles of Incorporation and for dissolving a corporation are also outlined in the OCA. Understanding these processes is essential for maintaining compliance throughout the life of the corporation.

Frequently Asked Questions About Running a Corporation in Oklahoma:

What are the requirements for forming a corporation in Oklahoma?

  • Choose a unique corporate name that complies with entity name rules (a unique, non-misleading name and has identifies the identity as a Corp, Corporation, Inc., etc.)
  • Appoint a registered agent that has a physical address within Oklahoma
  • Prepare and file the Articles of Incorporation with the Secretary of State
  • Pay the required filing fee

What is the role of a registered agent?

  • A registered agent (RA) is an individual or entity designated to receive legal documents on behalf of the company. The RA must have a physical address in Oklahoma and be available during business hours. The role is crucial for the sending and receipt of legal notices, such as service of process and receipt of certified mail.

How do I ensure compliance with corporate governance?

  • Hold regular meetings. Conduct annual meetings for shareholders and directors. Keep minutes of these meetings to document the orders and actions taken.
  • Maintain Accurate Corporate Records. Keeping accurate and up-to-date records of financial statements, meeting minutes, and other important documents.
  • Send Certified Mail Notice of Meetings. It is important to send certified mail notices to the shareholders which contain written notice of meetings, even if the corporation is a single member entity.
  • File Required Reports. Stay informed about necessary filings, such as the annual certificate.

What are the fiduciary duties of directors and officers of a corporation?

  1. Duty of Care. Directors must act in good faith, exercise reasonable care, and make informed decisions regarding the business. This means staying informed about the corporation’s business and being diligent in overseeing the entity’s affairs.
  2. Duty of Loyalty. Directors must act in the best interests of the corporation, avoiding potential conflicts of interest and self-dealing. They should prioritize the corporation’s own interests above any personal gain.

What are the consequences of not complying with the Oklahoma Corporation Act?

  • Fines and Penalties. The State of Oklahoma may impose fines for failing to file required reports or for other compliance issues.
  • Loss of Good Standing. A corporation that fails to meet obligations may lose its good standing status, meaning it will be more difficult to conduct regular business, secure financing, or to enter into contracts.
  • Personal Liability. In some cases, directors and officers can be held personally liable for the corporation’s debts and legal obligations resulting from their failures to fulfill their fiduciary duties.

Best Practices for Running a Corporation in Oklahoma:

  1. Keep Accurate Records. Document ALL corporate decisions, meetings, and financial
    transactions. This is critical to staying organized internally, as well as maintaining
    compliance with the Act. Since the Act requires the holding of annual meetings,
    maintenance of up-to-date corporate records, and certified mail notices of meetings,
    keeping record of those events is of the utmost priority.
  2. Implement Strong Governance Policies. Establish clear governance policies outlining
    the roles and responsibilities of directors and officers. Regularly review and update these
    policies as necessary.
  3. Engage Legal and Financial Advisors. Consult with both legal and financial specialists
    to ensure you understand your obligations as they exist under the OCA. These
    professionals can help you navigate complex corporate issues and remain compliant.
  4. Monitor Changes in the Law. Stay informed about any and all changes to the
    Oklahoma Corporation Act and other laws relevant to your business. This will help you
    in adjusting your corporate practices in a timely manner if and when it is needed.
  5. Plan for the Future. Consider your own long-term goals and how they align with your
    corporate structure. This may involve strategic plans for growth, potential mergers, or
    acquisitions.

Oklahoma Corporation Attorneys

Running a corporation in accordance with all elements of the Oklahoma Corporation Act requires a thorough understanding of the legal framework governing corporate operations by following the guidelines as set forth in the Act and implementing best practices for corporate governance, you can protect your business, its stakeholders, and yourself.

If you want to ensure your corporation is acting in complete compliance with the Oklahoma Corporation Act, contact a business attorney. The business attorneys at Avenue Legal Group can guide you through the complexities of corporate law, all while supporting the growth and expansion of your business. Contact the firm to learn more about how we can assist you in navigating the Oklahoma Corporations Act and helping you achieve your long-term business goals.

How to Simplify Oklahoma Corporation Rules

While corporations have many rules to follow, a limited liability company offers the same legal protection but requires fewer legal notices and obligations. See our article about converting your corporation to an LLC to learn more.

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