PROCEDURES FOR ORGANIZING AN OKLAHOMA PROFIT CORPORATION This information is intended as an aid to organizing an Oklahoma profit corporation pursuant to the provisions of Title 18, Section 1001 of the Oklahoma Statutes. The Oklahoma General Corporation Act applies to all corporations except those expressly excluded and those for which special statutes are in existence with which the provisions of Title 18 may conflict. PLEASE CONSULT THE STATUTES CAREFULLY. It may be beneficial 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. FILING PROCEDURES: 1. Prepare and file with the Secretary of State one (1) signed copy of the certificate of incorporation. 2. Pay to the Secretary of State a MINIMUM filing fee of Fifty Dollars ($50.00). The fee is one-tenth of one percent (1/10 of 1%) of the total authorized capital (TAC). The TAC is computed by multiplying the number of shares by the par value of each share. If the TAC is $50,000.00 or less, the filing fee is $50.00. If the TAC is greater than $50,000.00, the fee is $1.00 per $1,000.00. No par value stock is valued at $50.00 per share for determining filing fees only. (Title 18, Section 1142) the Oklahoma Secretary State. 3. Make checks, cashier's checks, or money orders payable to the Oklahoma Secretary of State. Make checks, cashier's checks, or money orders payable Instruments may be mailed, delivered in person, or filed on-line at www.sos.ok.gov. The or faxed to (405) 521address of the Secretary Instruments may be mailed, delivered in person, filed on-line at www.sos.ok.gov, of State The address of the Secretary of State is Oklahoma Lincoln Blvd., Room 101, Statewill be an 3771. is 421 N.W. 13th, Suite 210, Oklahoma City, 2300 N. 73103. If delivered in person, there Capitol, additional Twenty- Oklahoma ($25.00) fee forIf delivered in person, there will be an additional TwentyOklahoma City, five Dollar 73105-4897. each document filed same day. The Secretary of State accepts Visa, Dollar ($25.00) fee for American Express filed same person, The Secretary of State accepts a four five Discover, MasterCard, or each document if filing in day. or on-line; however, there will be Visa, percent (4%) service charge Americanthe use of if credit card. (Title 18, Section 1142) however, there will be . Discover, MasterCard, or added for Express a filing in person, on-line, or by fax; a four percent (4%) service charge added for the use of a credit card. (Title 18, Section 1142) If filed by fax, a cover letter with the following information must be attached: the credit card number, the expiration date, the name on the card, the amount you authorize this office to charge, and a return address. INSTRUCTIONS FOR PREPARING THE CERTIFICATE OF INCORPORATION: 1. NAME ­ The name of the corporation which SHALL contain one of the words "association", "company", "corporation", "club", "foundation", "fund", "incorporated", "institute", "society", "union", "syndicate" or "limited" or one of the abbreviations "co.", "corp.", "inc.", "ltd.", or words or abbreviations of like import in other languages provided that such abbreviations are written in Roman characters or letters. The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of: (1) corporations, both domestic and foreign, then existing or which have existed at any (SOS FORM 0001- 07/12) American LegalNet, Inc. www.FormsWorkFlow.com time during the preceding three (3) years; or (2) then existing domestic and foreign limited partnerships; or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (5) corporate, limited partnership or limited liability company names reserved with the Secretary of State. (Title 18, Section 1006) The AVAILABILITY of a name can be checked in advance by telephoning the Secretary of State at (405) 522-2520, checking on-line at www.sos.ok.gov, or by coming in person. Prior to organizing a corporation, a name may be reserved for a period of sixty (60) days by filing a Name Reservation application and paying a fee of Ten Dollars ($10.00). (Title 18, Section 1139) 2. 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 corporation must maintain a registered office and a registered agent. The agent may be the domestic corporation itself, an individual resident of this state, 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. (Title 18, Sections 1021 & 1022) The registered office address must be a physical address and cannot be a post office address. 3. E-MAIL ADDRESS ­ The e-mail address of the primary contact for the registered business. 4. DURATION ­ The duration is the life span of the corporation. All domestic corporations shall have a perpetual duration unless otherwise stated. Perpetual means continuous. 5. NATURE OF THE BUSINESS OR PURPOSE ­ The purpose of the corporation is the type of business the corporation intends to conduct or promote. It shall be sufficient to state, either alone or with other business purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma. 6. AUTHORIZED CAPITAL (SHARES & PAR VALUE) ­ Every business corporation must have authorized capital consisting of shares of stock and par value. The par value is the value assigned to each share. The total number of shares of stock, the designation of each class and series (if any) and the par value of the shares of each class and/or series of stock must be stated within the certificate of incorporation. Some classes include, but are not limited to, COMMON STOCK and PREFERRED STOCK. A definition of Common Stock and Preferred Stock may be found in a dictionary. 7. INCORPORATORS ­ A minimum of one (1) incorporator is required for organizing a profit corporation. The incorporators are the original signers of the certific