Prepared by U.S. Legal Forms, Inc.Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory References2.Selections from Statutes3. Forms List4. Notes on Downloading the Forms5. Notes on Completing the Forms6. Instructions and Steps7.Accessories8.Disclaimer
STATE OF OKLAHOMA PROFESSIONAL CORPORATION
Control Number: OK-00INC2
PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF OKLAHOMA Electronic Version Statutory References OKLAHOMA STATUTES – Title 18 – Chapter 22 – General Corporation ActOKLAHOMA STATUTES – Title 18 – Chapter 18 – Professional Entity Act OKLAHOMA STATUTES – Title 59 – Professions & Occupations http://www.lsb.state.ok.us/ Selections from Statutes § 18-803. Definitions A. As used herein, unless the context clearly indicates that a different meaning is intended: 1. "Associated act" means the Oklahoma General Corporation Act, in the case of a corporation; the
Oklahoma Revised Uniform Limited Partnership Act, in the case of a limited partnership; or the
Oklahoma Limited Liability Company Act, in the case of a limited liability company; 2. "Interest" means a share of stock in a corporation, a partnership interest in a limited partnership or a
membership interest in a limited liability company; 3. "Owner" means a shareholder in the case of a corporation, a general or limited partner in the case of a
limited partnership or a member in the case of a limited liability company; 4. "Manager" means a director or officer in the case of a corporation, a general partner in the case of a
limited partnership or a manager in the case of a limited liability company; 5. "Professional entity" means a domestic corporation, limited partnership or limited liability company
formed for the purpose of rendering professional service;
6. "Professional service" means the personal service rendered by: a. A physician, surgeon or doctor of medicine pursuant to a license under Sections 481[59-481] through
524[59-524] of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of
medicine, b. An osteopathic physician or surgeon pursuant to a license under Sections 620[59-620] through
645[59-645] of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of
osteopathy, c. A chiropractic physician pursuant to a license under Sections 161.1[59-161.1] through 161.20[59-
161.20] of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of
chiropractic, d. A podiatric physician pursuant to a license under Sections 135.1[59-135.1] through 160.2[59-160.2]
of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric
medicine, e. An optometrist pursuant to a license under Sections 581[59-581] through 606[59-606] of Title 59 of
the Oklahoma Statutes, and any subsequent laws regulating the practice of optometry, f. A veterinarian pursuant to a license under Sections 698.1[59-698.1] through 698.18[59-698.18] of
Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of veterinary
medicine, g. An architect pursuant to a license under Sections 46.1[59-46.1] through 46.37[59-46.37] of Title 59
of the Oklahoma Statutes, and any subsequent laws regulating the practice of architecture, h. An attorney pursuant to his authority to practice law granted by the Supreme Court of the State of
Oklahoma, i. A dentist pursuant to a license under Sections 328.1[59-328.1] through 325.51a[59-325.51a] of Title
59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry, j. A certified public accountant or a public accountant pursuant to his or her authority to practice
accounting under Sections 15.1[59-15.1] through 15.35[59-15.35] of Title 59 of the Oklahoma Statutes,
and any subsequent laws regulating the practice of public accountancy, k. A psychologist pursuant to a license under Sections 1351[59-1351] through 1376[59-1376] of Title
59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of psychology, l. A physical therapist pursuant to a license under Sections 887.1[59-887.1] through 887.18[59-887.18]
of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of physical therapy, m. A registered nurse pursuant to a license under Sections 567.1[59-567.1] through 567.16a[59-
567.16a] of Title 59 of the Oklahoma Statutes, and any other subsequent laws regulating the practice of
nursing, n. A professional engineer pursuant to a license under Sections 475.1[59-475.1] through 475.22a[59-
475.22a] of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of
engineering,
o. A land surveyor pursuant to a license under Sections 475.1[59-475.1] through 475.22a[59-475.22a]
of Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying, p. An occupational therapist pursuant to Sections 888.1[59-888.1] through 888.15[59-888.15] of Title
59 of the Oklahoma Statutes and any subsequent law regulating the practice of occupational therapy, q. A speech pathologist or speech therapist pursuant to Sections 1601[59-1601] through 1622[59-1622]
of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of speech pathology, r. An audiologist pursuant to Sections 1601[59-1601] through 1622[59-1622] of Title 59 of the
Oklahoma Statutes, and any subsequent law regulating the practice of audiology, s. A registered pharmacist pursuant to Sections 353[59-353] through 366[59-366] of Title 59 of the
Oklahoma Statutes, and any subsequent law regulating the practice of pharmacy, t. A licensed perfusionist pursuant to Sections 2051[59-2051] through 2071[59-2071] of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of perfusionists, u. A licensed professional counselor pursuant to Sections 1901[59-1901] through 1920[59-1920] of
Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of professional
counseling, v. A licensed marital and family therapist pursuant to Sections 1925.1[59-1925.1] through 1925.18[59-
1925.18] of Title 59 of the Oklahoma Statutes, and any subsequent law regulating the practice of marital
and family therapy, w. A dietitian licensed pursuant to Sections 1721[59-1721] through 1739[59-1739] of Title 59 of the
Oklahoma Statutes and any subsequent laws regulating the practice of dietitians, or x. A social worker licensed pursuant to Sections 1250[59-1250] through 1273[59-1273] of Title 59 of
the Oklahoma Statutes, and any subsequent laws regulating the practice of social work; 7. "Related professional services" means those services which are combined for professional entity
purposes ... [see statute]§ 18-804. Formation of Professional Entity-Certificate of Incorporation A professional entity may be formed by filing the appropriate instrument required by the associated act
with the Secretary of State. The individual or individuals forming the professional entity shall be duly
licensed in accordance with the provisions of this state's licensing laws for the profession and in good
standing within the profession to be practiced through the professional entity. Such instrument shall meet
the requirements of the applicable associated act and shall also contain the following: 1. The profession or related professions to be practiced through the professional entity; and 2. A certificate by the regulating board of the profession or related professions involved that each
of the persons who are to become owners or managers of the professional entity and who are to
engage in the practice of the profession or related profession is duly licensed in accordance with the
provisions of this state's licensing laws for the profession or related profession to practice such
profession. § 18-807. Name of Professional Entity The name of every professional entity shall end with one or more of the words or abbreviations
permitted in the applicable associated acts; provided, that such words or abbreviations shall be
modified by the word "professional" or some abbreviation of the combination, with or without
punctuation, including, without limitation: "P.C." [for a professional corporation] …. Provided
further, each of the regulating boards may by rule adopt further requirements as to the names of
professional entities organized to render professional services within the jurisdiction of such
regulating board.§ 18-809. Interest Holders Must be Duly Licensed [Except when affected by the death or disqualification of a shareholder], no person shall hold an interest
in a professional entity who is not duly licensed in accordance with the provisions of this state's licensing
laws for the profession or related profession to render the same professional services or related
professional services as those for which the entity is organized. * * * PRIOR TO RESERVING A CORPORATE NAME OR FILING THE CERTIFICATE OF
INCORPORATION FORMING A PROFESSIONAL CORPORATION, YOU MUST
CONTACT THE OKLAHOMA REGULATING BOARD FOR THE PROFESSION TO
CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD’S
RULES AND REGULATIONS, AND TO OBTAIN A CERTIFICATE STATING ALL
INTEREST HOLDERS ARE BOARD-LICENSED. THE CERTIFICATE MUST
ACCOMPANY THE ARTICLES OF INCORPORATION AT THE TIME OF FILING.
* * *
Forms List The following forms are available for download with this package. OK-NAMERESV: Application for Reservation of Entity NameOK-00INCP: Certificate of IncorporationOK-PC-TL: Sample Transmittal LetterOK-PC-OM: Sample Organizational MinutesOK-PC-BL: Sample BylawsUS-IRS-SS-4: Application for Federal Tax Identification Number & InstructionsUS-IRS-2553: Election of “S” Corporation Status & InstructionsOK-PC-AM : Sample Annual MinutesOK-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock
Ledger & CertificateInstructions on using the forms are either included with the forms and/or found in the Steps to
Incorporate section, below.
* * *
Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located
on our servers for you to down load, complete and print. Downloading instructions are provided
and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the
form links and select “save target as” to save each form to your hard drive.You will have six days during which you can return to the forms download page to download the
forms again if needed. You are advised to save the forms to your computer as soon as possible
to avoid any problem with the six day limit. * * *
Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word
(“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly
into, and print. However, you can still print the form and fill in with a typewriter or by hand if
you desire.If available in .doc format, the forms may contain “form fields” created using Microsoft Word.
“Form fields” facilitate completion of the forms using your computer. They do not limit you
ability to print the form “in blank” and complete with a typewriter or by hand. To complete the
forms click on the gray shaded areas and type the information. For the separation agreement
complete the gray shaded areas and also make any other changes or additions to resolve all
issues.If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then
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form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU
BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU
HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL
INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu
bar and then selecting “unprotect document”. You may then be prompted to enter a password. If
so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After
you make the changes relock the document before you begin to complete the fields. After any
required changes relock the form, then click on the first form field and enter the required
information. You will be able to navigate through the document from form field to form field
using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * *
Steps to Incorporate Step 1:See FORM: OK-NAMERESVAPPLICATION FOR RESERVATION OF ENTITY NAMEIt is recommended that you reserve a corporate name in order to assure that your
Certificate of Incorporation are not rejected because the name you have selected is
not available. You can skip this step and go to step 2, but if the corporate name you have
selected is not available, the Certificate of Incorporation will be rejected and
returned to you.This form should be typed or printed.The name of a professional corporation must end with either association,
company, corporation, club, foundation, fund, incorporated, institute, society,
union, syndicate or limited or one of the abbreviations Co., Corp., Inc. or Ltd. and
must include the word "professional" or the abbreviation "P.C." or "PC". A name is reserved for 60 days. The filing fee to reserve a name is $10.00.The availability of the proposed corporate name may be checked by telephoning
the Business Filing Division of the Secretary of State's office at (405)-522-4560.
This is only a preliminary clearance. The final decision regarding name
availability will be made when the application is submitted for filing. Telephone
name searches are only preliminary and do not guarantee the availability of the
name.
Mail TWO ORIGINALS and one copy of your APPLICATION FOR
RESERVATION OF NAME along with a $10.00 filing fee (make check
payable to the Oklahoma Secretary of State) , to:
Secretary of StateBusiness Filing Department2300 N. Lincoln Blvd., Room 101Oklahoma City, OK 73105-4897Telephone: (405) 522-4560 Fax (405) 521-3771Step 2:See FORM: OK-00INCP CERTIFICATE OF INCORPORATION
GENERAL NOTES:It may be to your benefit to contact the Internal Revenue Service concerning
federal tax requirements and the Oklahoma Tax Commission concerning state tax
requirements prior to filing with the Secretary of State.The Certificate of Incorporation may be mailed or delivered in person to the
Secretary of State. Documents to be processed in person must be delivered to the
Secretary of State's office between the hours of 8:00 a.m. and 4:00 p.m. (Monday-
Friday).INSTRUCTIONS TO COMPLETE CERTIFICATE OF
INCORPORATION:This form should be typed or printed clearly.1. Provide the corporate name you have reserved.2. Provide the name of the registered agent and the address of the registered office
in the state of Oklahoma. P.O. BOXES ARE NOT ACCEPTABLE.3. Provide the address of the principal place of business of the corporation. P.O.
BOXES ARE NOT ACCEPTABLE.4. Provide the duration of the corporation. You will probably want to the
existence of the corporation to be perpetual.5. Give the name of your profession.6. Provide the information requested concerning the shares of stock authorized to
be issued by the corporation. The par value is the value assigned to each share.
THE BY-LAWS PROVIDED IN THIS CORPORATE PACKET PROVIDE
ONLY FOR THE ISSUANCE OF “COMMON” STOCK.7. Provide the name(s) and address(es) of the Incorporator(s). You only need one
incorporator.8. Provide the names and addresses of the directors of the corporation if the
powers of the incorporator(s) terminates on filing of the Certificate of
Corporation.9. YOU MUST FILE WITH THE CERTIFICATE OF INCORPORATION
A CERTIFICATE FROM THE OKLAHOMA REGULATING BOARD
FOR YOUR PROFESSION AFFIRMING THAT EACH OF THE
OFFICERS, DIRECTORS, AND SHAREHOLDER IS DULY LICENSED
TO PRACTICE IN OKLAHOMA.
Date the Certificate and have each Incorporator execute the Certificate.FILING FEE: A filing fee of $1.00 per $1,000.00 on the total authorized capital
(number of shares multiplied by the par value); No Par Value Stock is valued at
$50.00 per share for determining filing fees only. The MINIMUM FEE is $50.00. Duplicate originals of the Certificate of Incorporation must be filed.Step 3: Mail TWO ORIGINALS of the CERTIFICATE OF INCORPORATION and
the original CERTIFICATE from your Regulating Professional Board, along with
the total filing fee that is due , (make check payable to the Oklahoma Secretary of
State) to:
Secretary of StateBusiness Filing Department2300 N. Lincoln Blvd., Room 101Oklahoma City, OK 73105-4897A sample cover letter to send with CERTIFICATE OF INCORPORATION is
included in this packet. See FORM: OK-PC-TLSAMPLE TRANSMITTAL LETTERStep 4:Upon return of the Articles of Incorporation, conduct an Initial meeting at which
time directors and officers are elected, by-laws are adopted, and other action is
taken. See FORM: OK-PC-OMSAMPLE ORGANIZATIONAL MINUTESSee FORM: OK-PC-BLSAMPLE BY-LAWSStep 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS-
4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6:If you elect Subchapter S status so that the corporation income and losses will
pass to the shareholders, complete and file form 2553 with the Internal Revenue
Service. It is important that this form be filed timely or the corporation will have
to pay the C Corporation tax rate.See Supplemental Form: US-IRS-2553ELECTION OF S-CORPORATION STATUS & INSTRUCTIONSStep 7:Open a Corporate bank account and conduct business.Step 8: Hold an annual meeting of the directors and shareholders at least once a year to
elect directors and officers for the upcoming year and to take action as needed. See FORM: OK-PC-AMSAMPLE ANNUAL MINUTESGeneral:For your convenience, additional forms are included such as Sample Corporate
Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: OK-PC-CR * * *
Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal:If you would like to order a corporate seal call U.S. Legal Forms, Inc. at
(601) 825-0382. Engraved with your name: $24.95 plus shipping, or see
http://www.uslegalbookstore.com/officeproducts/Corporate Books: See http://www.uslegalbookstore.com/officeproducts/Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gifOrder for your state: http://www.uslegalforms.com/stock-certificates.htm * * *
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