Oklahoma § 18-1130 - Foreign corporations - Definition - Qualification to do

§ 18-1130. Foreign corporations - Definition - Qualification to do

business in state - Procedure

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

Oklahoma Statutes - Title 18. Corporations

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.