PROCEDURES FOR QUALIFYING A FOREIGN CORPORATION IN OKLAHOMA This information is intended as an aid to qualifying a foreign corporation to do business in the state of Oklahoma pursuant to the provisions of Title 18, Section 1130 of the Oklahoma Statutes. PLEASE CONSULT THE STATUTES CAREFULLY. The Oklahoma General Corporation Act applies to all corporations except those expressly excluded (see reverse side of this instruction sheet) and those for which special statutes are in existence with which the provisions of Title 18 may conflict. NO foreign corporation shall be formed or licensed under this act for the purpose of engaging in farming or ranching or for the purpose of owning or leasing any interest in land to be used in the business of farming or ranching. FILING PROCEDURES: 1. Prepare and file with the Secretary of State one (1) signed copy of the certificate of qualification. Attach a certificate issued by an authorized officer of the jurisdiction of its incorporation evidencing its corporate existence. This certificate is most commonly known as a Certificate of Good Standing, Certificate of Existence, or Certificate of Fact (Texas) and is usually issued by the Secretary of State's office within such jurisdiction. This certificate must be dated within the last sixty (60) days. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached. Pay to the Secretary of State a MINIMUM filing fee of Three Hundred Dollars ($300.00). (Title 18, Section 1142) Profit Corporation: The fee is one-tenth of one percent (1/10 of 1%) or $1.00 per $1,000.00 of the maximum amount of capital invested by such corporation; provided that the minimum fee is $300.00, and no such corporation shall be required to pay a fee on an amount in excess of its 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 $300,000.00 or less, then the filing fee is $300.00. If the TAC is greater than $300,000.00, the fee is an additional $1.00 per $1,000.00. If the Invested Capital is more than the TAC, pay ONLY on the TAC. If the TAC is greater than $300,000.00, you may choose to pay on the Invested Capital, if it is of lesser value; however, the entity shall be required to file a certificate every year on the anniversary date indicating the maximum amount of capital invested in the state. No Par Value stock is valued at $50.00 per share for determining filing fees only. (Title 18, Section 1142) Not for Profit Corporation: The fee is $300.00. 2. 3. Make checks, cashier's checks, or money orders payable to payable to the Oklahoma Secretary of may be Make checks, cashier's checks, or money orders the Oklahoma Secretary of State. Instruments State. mailed, delivered be mailed, delivered in person, or filed on-line at www.sos.ok.gov. The address of Secretary of Instruments mayin person, filed on-line at www.sos.ok.gov, or faxed to (405) 521-3771. The address of thethe Secretary State is is 421 N.W. 13th, Suite 210, Oklahoma City, Oklahoma 73103. If delivered in person, there in person, of State2300 N. Lincoln Blvd., Room 101, State Capitol, Oklahoma City, Oklahoma 73105-4897. If deliveredwill be an there will Twenty- five Twenty-five Dollar ($25.00) fee for each document filed same day. The Secretary of State accepts additionalbe an additional Dollar ($25.00) fee for each document filed same day. The Secretary of State accepts Visa, Visa, Discover, MasterCard, or American Express if filing Discover, MasterCard, or American Express if filing in person, on-line, or by fax; however, there will beaafour percent in person, or on-line; however, there will be four percent (4%) service charge added for the use of a credit card. (Title 18, Section 1142) (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 QUALIFICATION: 1. NAME ­ 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. The AVAILABILITY of a name can be checked in advance by telephoning the Secretary of State office at (405) 522-2520, checking on-line at www.sos.ok.gov, or by coming in person. Prior to filing a certificate of qualification, 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) STATE ­ Indicate the name of the state, country, or jurisdiction where the corporation was originally formed. PRINCIPAL PLACE OF BUSINESS ­ The mailing address of its principal place of business, wherever located. REGISTERED AGENT: SECRETARY OF STATE ­ The Oklahoma Secretary of State is the registered agent for a foreign corporation. For acting as the registered agent, a fee of One Hundred Dollars ($100.00) payable on the first day of July of each (SOS FORM 0012-07/12) American LegalNet, Inc. www.FormsWorkFlow.com 2. 3. 4. 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