Certificate Of Qualification (Foreign Corporation) - Oklahoma Secretary Of State (Page 2 of 4) in pdf

year.

Checks, cashier’s checks, and money orders MUST be made payable and MAILED to the Oklahoma Tax

Commission; 2501 N. Lincoln Blvd., Oklahoma City, OK 73194. (Title 18, Section 1142)

5. ADDITIONAL REGISTERED AGENT AND REGISTERED OFFICE – The name and street address of the registered

agent in the state of Oklahoma. The registered agent accepts service of process in the event of a lawsuit against the

corporation. Every foreign corporation transacting business in this state shall have and maintain the Secretary of State as it

registered agent in this state. In addition, such foreign corporation may have and maintain in Oklahoma a registered agent,

which shall be an individual resident of Oklahoma or a domestic or qualified foreign corporation, limited liability company, or

limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open

during regular business hours to accept service of process and otherwise perform the functions of a registered agent. If such

additional registered agent is designated, service of process shall be on such agent and not on the Secretary of State. (Title 18,

Sections 1021 & 1022) The registered office address must be a physical address and cannot be a post office address.

6. PURPOSE – The specific business the corporation purposes to do in the state of Oklahoma. The business which the

corporation proposes to do in the State of Oklahoma is a business the corporation is authorized to do in the jurisdiction of its

incorporation.

7. This language is required to be stated within the certificate of qualification. This statement does not require an answer when

completing the forms.

8. ASSETS & LIABILITIES – A statement, as of a date not earlier than six (6) months prior to the filing date, of the assets and

liabilities of the corporation.

9. A statement indicating if the corporation is organized for profit or for not for profit.

10. SHARES & PAR VALUE – The aggregate number of the corporation’s authorized shares itemized by classes, par value of

shares, shares without par value, and series, if any, within any classes authorized, unless it has no authorized capital.

11. INVESTED CAPITAL – A statement of the maximum amount of capital such corporation intends and expects to invest in the

state at any time during the current fiscal year. “Invested capital” is defined as the value of the maximum amount of funds,

credits, securities and property of whatever kind existing at any time during the fiscal year in the State of Oklahoma and used or

employed by such corporation in its business carried on in this state.

12. E-MAIL ADDRESS – The e-mail address of the primary contact for the registered business.

EXCEPTIONS TO REQUIREMENTS

PLEASE NOTE:

The following information is taken from Title 18, Section 1132 pertaining to foreign corporations that are exempt from the

requirement of filing a certificate of qualification with the Secretary of State. Please be advised that this office cannot make the

determination as to whether a corporation conforms to one of the exceptions described below. That decision is the responsibility of

the corporation.

Title 18, Section 1132

A. No foreign corporation shall be required to comply with the provisions of Section 130 and 131 of this act if:

1. It is the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars,

catalogs, or other forms of advertising or solicitation, accepting the orders outside this state, and filing them with goods

shipped into this state; or

2. It employs salesmen, either resident or traveling, to solicit orders in this state, either by display of samples or otherwise,

whether or not maintaining sales offices in this state, all orders being subject to approval at the offices of the corporation

without this state, and all goods applicable to the orders being shipped in pursuance thereof from without this state to the

vendee or to the seller or his agent for delivery to the vendee, and if any samples kept within this state are for display or

advertising purposes only, and no sales, repairs, or replacements are made from stock on hand in this state; or

3. It sells, by contract consummated outside this state, and agrees by the contract, to deliver into this state, machinery, plants

or equipment, the construction, erection or installation of which within this state requires the supervision of technical

engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to

furnish such services, and such services only, to the vendee at the time of construction, erection or installation; or

4. Its business operations within this state are wholly interstate in character; or

5. It is an insurance company doing business in this state; or

6. It creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real of personal property; or

7. It secures or collects debts or enforces any rights in property securing the same.

B. The provisions of this section shall have no application to the question of whether any foreign corporation is:

1. Subject to service of process and suit in this state pursuant to the provisions of Section 136 of this act or any other law of

this state; or

2. Subject to the taxation laws of this state.

(SOS FORM 0012-07/12)

Certificate Of Qualification (Foreign Corporation) - Oklahoma Secretary Of State Page 2

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