Are you ready to stop doing business with your Oklahoma corporation, but you’re not sure how the official dissolution process works?
The state of Oklahoma requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving an Oklahoma corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Rocket Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Fill out and file the Certificate of Dissolution with the Oklahoma Secretary of State.
- Fulfill all tax obligations with the state of Oklahoma, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Certificate of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve an Oklahoma Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
Oklahoma corporations that have already conducted business and issued shares will need to file the standard version of the Certificate of Dissolution with the Secretary of State. This form requires the following information:
- Name of corporation
- Date of incorporation
- Name and address of registered agent
- Date of dissolution authorization
- Method of dissolution authorization (board of directors or shareholders)
- Names and addresses of corporate officers
- Names and addresses of directors
- Signature of president or vice president
- Signature of secretary or assistant secretary
In addition to the information above, you will need to include payment of the $50 filing fee. Checks should be payable to the “Secretary of State.” Once your paperwork is ready, you can mail the form and check to the following address:
Oklahoma Secretary of State
421 N.W. 13th, Suite 210
Oklahoma City, Oklahoma 73103
Generally, the Secretary of State can process a corporate dissolution in about a week. If you require same-day processing, you can pay an additional $25 for expedited service.
How to Dissolve an Oklahoma Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
If your Oklahoma corporation has not issued shares or commenced business, the process to dissolve is virtually the same, but you will need to submit a different version of the Certificate of Dissolution to the Secretary of State. The Certificate of Dissolution (Before the Issuance of Shares or Beginning Business) requires the following information:
- Name of corporation
- Date of incorporation
- Name and address of registered agent
- Affirmation that either no shares have been issued or business has not begun
- Affirmation that either no part of the capital has been paid or any paid capital has been returned to the correct parties
- Affirmation that either all debts have been paid or all issued stock certificates have been surrendered and cancelled
- Signatures of the majority of incorporators or directors
Just like with the standard Certificate of Dissolution, this version requires a $50 filing fee, with checks made payable to the “Secretary of State.” Once your paperwork is ready, you can send the form and check to the same address:
Oklahoma Secretary of State
421 N.W. 13th, Suite 210
Oklahoma City, Oklahoma 73103
Generally, the Secretary of State can process a corporate dissolution in about a week. If you require same-day processing, you can pay an additional $25 for expedited service.
What Else Do I Need to Know About Dissolving a Corporation in Oklahoma?
As soon as you dissolve your corporation, your business name becomes available for someone else to claim. This is one of the reasons that you should never dissolve a corporation unless you’re certain that you will no longer conduct business in the state.
It is also important to note that, in some instances, the state of Oklahoma can choose to administratively dissolve a corporation. This can happen if your corporation fails to file its annual report on time. First, your corporation is labeled as “Not In Good Standing,” and you must file the Certificate of Renewal and Revival to return your business to Good Standing. However, if you fail to do this for three consecutive years, the dissolution becomes permanent and you must register as a new corporation in order to recommence business.
Conclusion
The process to dissolve an Oklahoma corporation that has distributed shares or transacted business is virtually the same as the process for one that has not, though corporations that have not commenced business or issued shares will need to file a different version of the Certificate of Dissolution.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving an Oklahoma corporation!