Starting a nonprofit organization in Oklahoma is governed by Oklahoma General Corporation Act. (Title 18, Section 1001).
Eligibility for starting a nonprofit organization in Oklahoma
1) The minimum number of incorporators required to form a not-for- profit organization in Oklahoma is 3. Incorporators may or may not be residents or domicile of Oklahoma. Other than individuals, partnership, association, or corporation can also act as incoporators. The incorporators may or may not necessarily be officers, directors or
shareholders. Any one who signs the initial article of incorporation of the organization would be the incorporator of the nonprofit organization.
2) The nonprofit organization must at all times be represented by a registered agent and a registered office based out of Oklahoma, which would have to generally open during regular business hours and where the registered agent should be generally available to accept service of process that are to be served upon the organization. The registered agent may be either an individual or any other registered business entity operating out of Oklahoma. perform the functions of a registered agent. The registered office address must be a valid street address and P.O Box addresses are not acceptable. The registered address of the organization may be different from the address of the principal place of business of the nonprofit organization.
3) Minimum number of directors for a Oklahoma nonprofit organization is 3.
Steps involved in starting a nonprofit organization in Oklahoma
Step 1) Choosing a name for the nonprofit organization
As per Oklahoma statutes, the name of a nonprofit corporation MUST contain one of the following corporate designators – “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, “syndicate”, “limited”, “co.”, “corp.”, “inc.”, ” ltd.”, or their abbreviations thereof.
Further, the name of the organization should be distinguishable from the names of other organizations/entities existing in Oklahoma. To conduct this name availability search, one should call the business filing division of the Oklahoma Secretary of State office at at (405)-521-3912. Provision for reserving a name up to 60 days in advance of filing of the documents is available upon paying of a ‘name reservation’ fee of $10.00.
Oklahoma statutes further states that the name of the nonprofit organization should not be such that it indicates a different purpose from the purpose for which the organization is being established.
Other factors to be kept in mind when choosing a name for your organization can be assessed here (opens in a new window).
Step 2) Preparing the Article of Incorporation
As per Oklahoma statutes, the article of Incorporation of a nonprofit organization in Oklahoma must include the following mandatory clauses –
(1) A corporate name of the nonprofit organization that meets requirements specified as above.
(2) The purpose(s) for which the nonprofit organization is being established. One of the purposes could be specified as “conducting of any legal activity”. Adding this clause provides greater flexibility to the organization in taking projects of various kinds.
(3) A statement mentioning that the organization is a not-for profit organization and hence it would not have any capital stock and dividend paying shares.
(5) A duration clause specifying the period for which the organization is being established. In the absence of this clause, the duration is considered as perpetual.
(6) The number, names and addresses of initial directors of the nonprofit organization. (minimum number of directors required in Oklahoma is 5).
(7) The name of the town or post office and the county where the office of principal place of business of the nonprofit organization would be located be located.
(8) Any other lawful provision, that the incorporators may deem required in the article of incorporation.
Adding IRS prescribed clauses for obtaining 501(c)(3) tax exempt recognition
IRS prescribes addition of certain clauses for organizations seeking tax exemption under section 501(c)(3) of the IRS code. The exact wording of clauses to be included in the article can be assessed here. (opens in anew window).
Download Oklahoma sample article of Incorporation
Click here to download a sample article of incorporation format provided by the office of the Oklahoma secretary of state. (opens in a new window)
This sample does not include IRS clauses which must be added in case the organization plans to seek tax exempt recognition under section 501(c)(3) of the IRS code.
Step 3) Filing the Article of Incorporation
Signing the Articles
The article of incorporation prepared as per directions provided above needs to be printed on white blank sheet of paper and signed across on all the pages by the incorporators of the organization.
The fee applicable for filing the initial article of incorporation of a nonprofit organization in Oklahoma is $25.00. This is payable through check or money order made in favor of “Oklahoma Secretary of State”
Where to file
Duly filled and signed article of incorporation along with check for the requisite filing fee may be mailed across or delivered in person to :
Secretary of State, 2300 N. Lincoln Blvd., Room
101, State Capitol Building, Oklahoma City, Oklahoma 73105-4897.
If the filing documents are delivered in person, it must be done at the above office between the hours of 8:00 a.m. and 4:00 p.m.(Monday-Friday).
Time required for filing: Filing the articles and the incorporation in Oklahoma takes around 3-5 working days from the day it is received in the business service division office. Expedited filing can be completed in around 24 hours upon payment of expedite filing fee.
Birth of the Nonprofit organization – A nonprofit organization comes into formal legal existence in Oklahoma upon successful filing of the Articles of Incorporation with the business service division of the office of the Secretary of States, Oklahoma.
The office may return a duplicate copy of the article or issue a certificate of incorporation which evidences the formation of a new nonprofit organization in Oklahoma.
Conclusion- Though the process can be outsourced to professional incorporation service providers for a fee, an increasing number of people file for incorporation on their own as the process is a valuable learning experience for any one planning to form and manage a Nonprofit organization.
Even if you decide to outsource the incorporation procedures to professional service providers, it is advised not to let them draft the Articles and bylaws of the organization. Ideally these two documents should be drafted by the incorporators in consultation with the first board of the organization, as these two documents eventually govern how a nonprofit functions on a day to day basis.