Foreign corporations - Definition - Qualification to do business in state - Procedure

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  4. Foreign corporations - Definition - Qualification to do business in state - Procedure

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FOREIGN CORPORATIONS; DEFINITION; QUALIFICATION TO DO BUSINESS IN STATE; PROCEDURE

A. As used in the Oklahoma General Corporation Act, the words "foreign corporation" mean a corporation organized pursuant to the laws of any jurisdiction other than this state.

B. No foreign corporation shall do any business in this state, through or by branch offices, agents or representatives located in this state, until it shall have paid to the Secretary of State of this state the fees prescribed in Section 1142 of this title and shall have filed with the Secretary of State:

1. A certificate as of a date not earlier than six (6) months prior to the filing date issued by an authorized officer of the jurisdiction of its incorporation evidencing its corporate existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto;

2. A statement executed by an authorized officer of the corporation and acknowledged in accordance with the provisions of Section 1007 of this title, setting forth:

  • a.the mailing address of the corporation's principal place of business, wherever located,
  • b.the name and street address of its additional registered agent in this state, if any, which agent may be an individual resident in this state, a domestic corporation, a domestic partnership whether general or limited and including a limited liability partnership or a limited liability limited partnership, a domestic limited liability company, a domestic statutory trust, a foreign corporation other than a foreign partnership whether general or limited and including a limited liability partnership or a limited liability limited partnership, a foreign limited liability company or a foreign statutory trust, if authorized to transact business in this state,
  • c.the aggregate number of its authorized shares itemized by classes, par value of shares, shares without par value, and series, if any, within any classes authorized, unless it has no authorized capital,
  • d.a statement, as of a date not earlier than six (6) months prior to the filing date, of the assets and liabilities of the corporation,
  • e.the business it proposes to do in this state and a statement that it is authorized to do that business in the jurisdiction of its incorporation, and
  • f.a statement of the maximum amount of capital such corporation intends and expects to invest in the state at any time during the current fiscal year. "Invested capital" is defined as the value of the maximum amount of funds, credits, securities and property of whatever kind existing at any time during the fiscal year in the State of Oklahoma and used or employed by such corporation in its business carried on in this state.

C. The Secretary of State, upon payment to the Secretary of State of the fees prescribed in Section 1142 of this title, shall issue a sufficient number of certificates under the hand and official seal of the Secretary of State, evidencing the filing of the statement required by the provisions of subsection B of this section. The certificate of the Secretary of State shall be prima facie evidence of the right of the corporation to do business in this state; provided that the Secretary of State shall not issue such certificate unless the name of the corporation is such as to distinguish it upon the records of the Office of the Secretary of State in accordance with the provisions of Section 1141 of this title.

D. A foreign corporation, upon receiving a certificate from the Secretary of State, shall enjoy the same rights and privileges as, but not greater than, a corporation organized under the laws of this state for the purposes set forth in the statement filed by the corporation with the Secretary of State pursuant to which such certificate is issued and, except as otherwise provided in the Oklahoma General Corporation Act, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a corporation organized under the laws of this state with like purpose and of like character.

Added by Laws 1986, c. 292, § 130, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 9, operative Nov. 1, 1987; Laws 1991, c. 331, § 56, eff. Sept. 1, 1991; Laws 1998, c. 422, § 26, eff. Nov. 1, 1998; Laws 1999, c. 421, § 20, eff. Nov. 1, 1999; Laws 2017, c. 323, § 33, eff. Nov. 1, 2017.


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