Oklahoma Form 0012 and the foreign corporation fee

The statement is executed by an authorized officer and acknowledged, and it sets out 6 things: the mailing address of the principal place of business; any additional registered agent; the share structure, broken out by class, series and par value; assets and liabilities dated within 6 months of filing; the business it plans to do in Oklahoma, plus a confirmation that its home state lets it do that business; and the maximum capital it expects to invest in the state this fiscal year.

A corporation attaches a certificate evidencing its corporate existence from an authorized officer of its home jurisdiction, no older than 6 months at filing. A certificate in another language comes with a translation made under the translator's oath. This is longer than the LLC's sixty days, so a corporation has more room.

On each anniversary of its qualification, a foreign corporation files a certificate stating the most capital it has had in Oklahoma since the certificate issued and how much of that has already been paid on. If the capital exceeds the amount paid on, the corporation pays 1/10 of 1% of the excess capital invested, with the schedule showing a minimum of $10. Changes in the name, the principal office mailing address, the authorized capital, the business or the additional agent are reported within 30 days, and an amended certificate costs $200.

The home officer in your state may offer several documents. For Oklahoma the one to order is the paper that proves the corporation exists, issued by the official who keeps the corporate records.

Because the fee tracks the capital a corporation expects to invest, an estimate that is too low today leads to an additional fee on the next anniversary, when the certificate reports the actual figure. An estimate that is too high costs more at filing and cannot exceed the corporation's authorized capital. Pick a realistic number for the current fiscal year, and revisit it when the anniversary approaches.