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Oklahoma andatory, if applicable) Certificate of Dissolution (mandatory, if applicable) Any other required state forms ration (mandatory) Amendments to Certificate of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Certificate of Merger (mounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Oklahoma ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Certificate of Incorpo state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accs and filing requirements Prepare Certificate of Incorporation If desired, have attorney review Certificate of Incorporation prior to filing Review tax impact of incorporation with an accountant Check___ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Oklahoma ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fee_________ ___________________________ ___________________________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ___________me ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ Cash/Property __________________ authorized number of shares: ________________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Naet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Initial indebtedness: $ ___________________________________________________________ InitialRequired quorum for directors meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Workshenual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ shareholders ______ shareholders ______ either ______ either ___ Accounting type (cash or accrual?): ________________________________________________ Authority to amend the following corporate documents: Certificate of Incorporation: ______ directors Bylaws: An__________ Time ______________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: _______________________________________________________________________ Corporate Bylaws Required quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: Place ___________________________________ Date ___________________ ____________________________________ ____________________________________ ____________________________________ Is qualification in other states necessary?_______________________________________s: President: Vice President: Secretary: Treasurer: Name _________________________ _________________________ _________________________ _________________________ Address _______________________________sheet 2 Corporation's registered agent and office address: _____________________________________ ______________________________________________________________________________ Proposed first officer ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Work___________ ______________________________ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________osed number of directors: _____________________________________________________ Proposed first board of directors Name ______________________________ ______________________________ _______________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Management Prop___________________________ ___________________________________________ ___________________________________________ Proposed date of first directors meeting: __________________________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ ______________________________ ______________________________ Address ________________n Matters State of incorporation: Oklahoma Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: __________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporatio______ ______________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________or lease?): _______________________________ ______________________________________________________________________________ Other places of business: ___________________________________________________f principal place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own Location of Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description o___________ ________________________ Phone _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Address ________________________ ________________________ ________________________ ________________________ _____________________________________________________________________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________osed Name of the Corporation First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ______e-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Oklahoma Name/Address of State Corporation Department: Secretary of State 2300 N. Lincoln Blvd., Room 101 Oklahoma City, OK 73105-4897 Propes, cash or property, and value of potential sales of shares of stock which may be approved by the board of directors once the corporation is officially authorized to issue stock. Instructions for Prshare. The choice of par or no-par value stock may affect the issuance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the nams not an indication of the actual value of the shares of stock. Shares must be sold for a price at or below par value. If no-par value is assigned, the shares are issued for the actual price paid per stock issued by the corporation. (See above). Par value or no-par value: This refers to an arbitrary indication as to the value of the stock. The designation of stock as having a certain "par" value i For small corporations, this number may be influenced by the incorporation fee structure of the state of incorporation. For example, in Oklahoma, the filing fee is variable, based upon the amount of ation, please list here. Initial authorized number of shares: This figure is required to be listed in the Certificate of Incorporation. The number of shares of stock to be authorized should be listed.s "paid-in capital." In Oklahoma, there is no paid-in capital minimum. Instructions for Pre-Incorporation Worksheet 3 Initial indebtedness: If there is to be any initial indebtedness for the corporr property that will be transferred to the corporation upon its beginning business. This transfer will be in exchange for the issuance of shares of stock in the corporation. This is also referred to ass. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Total initial investment: This figure is the total amount of money oOnce it is determined that a quorum of directors is present at a meeting, this is the percentage of directors who must vote in the affirmative in order to officially pass any board of directors busineors meeting in order to officially transact any directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Required vote for directors action: date, time, and place of the annual board of directors meeting should be specified. Required quorum for directors meeting: This is the percentage of directors that must be present at a board of directe Certificate of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided. Annual directors meeting: The with a competent accounting professional. Amendments to Certificate of Incorporation: Under this item should be the determination of which bodies of the corporation will have the authority to amend thbe made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult poration that must vote in the affirmative in order to officially pass any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can e specified. Required vote for shareholder action: Once it is determined that a quorum of shareholders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corness. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should bolders meeting: This is the percentage of ownership of shares of issued stock in the corporation that must be represented at a shareholders meeting in order to officially transact any shareholder busiferred to as a "foreign" corporation. If you desire that your corporation qualify for activities in another s tate, you are advised to consult a competent business attorney. Required quorum for sharehnerally requires obtaining a Certificate of Authority to Transact Business from Instructions for Pre-Incorporation Worksheet 2 the other state. In this context, a corporation from another state is re-state qualification: If the corporation desires to actively conduct business in a state other that the main state of incorporation, it is necessary to "qualify" the corporation in that state. This geicers: This information is not provided in the Certificate of Incorporation and need not be made public. You should list here the persons who are proposed as the first officers of the business. Out-ofion. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the board of directors, or president of the corporation is selected as the registered agent. Proposed first offhe agent of the corporation for the service of process (i.e., to accept subpoenas or summonses on behalf of the corporation). The person need not be a shareholder, director, or officer of the corporat You should list the name and actual street address of the person who will act as the registered agent of the corporation. All states (except New York) require that a specific person be available as ter of directors is one. Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors. Corporation's registered agent and address:ting); the cost of procuring the necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: Directors may be nonresidents. In Oklahoma, the minimum numb a minimum of $50. (Please note that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accound by the board of directors at the first directors meeting. Cost of incorporation: The state fee for incorporation is a variable filing fee based on the amount of stock issued by the corporation, withfor corporate bank account: In advance of incorporation, you should determine the bank which will handle the corporate accounts. Obtain from the bank the necessary bank resolution, which will be signetions. Date of first directors meeting: This will be the date proposed for holding the first meeting of the board of directors, at which the corporate bylaws will be officially adopted. Proposed bank ld be the person (or persons) who will prepare and file the Certificate of Incorporation. In Oklahoma, the minimum number of incorporators is one. Incorporators may be persons, partnerships or corporas the Certificate of Incorporation), the incorporators of your corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This shourpetual. Proposed date to begin corporate business: This should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepthome state. Instructions for Pre-Incorporation Worksheet 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose pess. This is no longer the case. Virtually all states have now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your egarded as the best state in which to incorporate. This was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate busineporation, they should be noted here. State of incorporation: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was r for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corcorporations. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorneyequirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all or example, "to conduct any and all lawful business for which corporations may be organized under the laws of the State of Oklahoma." State/local licenses required: Here you should note any specific raddress should be the home address. Purpose of corporation: Many states, including Oklahoma, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; fof the corporation. Principal place of business: This must be the address of the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this porate name is reservable for 60 days for a $10 fee. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages t with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of name. In Oklahoma, a corte forms and fee schedules at http://www.state.ok.us/~sos/forms/forms.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not conflic of Oklahoma, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also download startment: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in the State in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Oklahoma Address of state corporation depaices; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arisingishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or servf the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any oov/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disease note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://www.oklahoma.g. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pll also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be requiredber of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written worksheet wilform the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting rights, numta to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desiring to ose, structure and type prior to incorporation within the State of Oklahoma. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit - Oklahoma Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Oklahoma