PROFESSIONAL CORPORATION PROCEDURES FOR ORGANIZING AN OKLAHOMA PROFIT CORPORATION This information is intended as an aid to organizing an Oklahoma professional corporation pursuant to the provisions of Title 18, Section 801 of the Oklahoma Statutes. 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 professional certificate of incorporation. 2. ATTACH 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 professions is duly licensed in accordance with the provisions of this state's licensing laws for the profession or related profession to practice such profession. (Title 18, Section 804) "Regulating board" means the board which is charged with the licensing and regulation of the practice of the profession which the professional entity is organized to render. 3. 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 figured 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) 4. Make checks, cashier's checks, or money ordersorders payable Oklahoma Oklahoma of State. Instruments Make checks, cashier's checks, or money payable to the to the Secretary Secretary of State. may be mailed or delivered in delivered in address of the Secretary of State 2300 N. 421 N.W. 13th, Suite Instruments may be mailed or person. Theperson. The address of the Secretaryisof State isLincoln Blvd., Room 101, State Capitol, Oklahoma 73103. If delivered in person, there will in person, there Twenty- additional 210, Oklahoma City, OklahomaCity, Oklahoma 73105-4897. If deliveredbe an additional will be anfive Dollar Twenty-five for each document filed same day. The Secretary of The Secretary of State accepts MasterCard, or ($25.00) fee Dollar ($25.00) fee for each document filed same day. State accepts Visa, Discover, Visa, Discover, MasterCard, or American Express if filing in there will be a four percent be a four percent (4%) service charge American Express if filing in person; however, person; however, there will(4%) service charge added for the use of added card. use of a Section 1142) a creditfor the(Title 18,credit card. (Title 18, Section 1142) INSTRUCTIONS FOR PREPARING THE PROFESSIONAL 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.", or "ltd.", with or without punctuation; provided that such words or abbreviations SHALL be modified by the word "PROFESSIONAL" or some abbreviation of the combination, including, without limitation: "P.C." or "PC". (Title 18, Section 807) 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 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) (S0S FORM 0003-07/12) American LegalNet, Inc. www.FormsWorkFlow.com 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. PRINCIPAL OFFICE ­ The principal office of the professional business entity shall be designated by street address in the certificate of incorporation and shall not be changed without amendment of the certificate of incorporation. (Title 18, Section 808) 4. E-MAIL ADDRESS ­ The e-mail address of the primary contact for the registered business. 5. DURATION ­ The duration is the life span of the corporation. All domestic corporations shall have a perpetual duration unless otherwise stated. Perpetual means continuous. 6. PROFESSIONAL PURPOSE ­ A professional entity may be formed for the purpose of rendering one specific type of professional service or related professional services and services ancillary thereto and shall not engage in any business other than rendering the professional service or services which it was organized to render and services ancillary thereto; provided, however, that a professional entity may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds and any other type of investments. (Ti