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NAME AND LEGAL STRUCTURE PROPRIETORSHIPS
As the owner of a sole proprietorship, you will be
personally liable for any debts or taxes of the business or other claims against
the business.
PARTNERSHIPS
Partnership is similar to proprietorship except there
are two or more owners. All partners are legally responsible for the debts,
taxes, and other claims against the company.
A limited partnership is governed by the law in a different
manner. A limited partnership must be registered with the Secretary of State,
405-521-3911.
CORPORATIONS
Corporation exists as a separate "Legal Person" apart from the people who
manage and operate the business. If you are going to operate your business as a
corporation, you must receive a certificate of incorporation from the Oklahoma
Secretary of State's office 405-521-3391. That office will provide you with
information and forms necessary for organizing an Oklahoma Corporation. Before a
certificate can be issued they will search their records to make sure that there
is no name duplication. Corporations are also required to file an initial
franchise tax return within thirty (30) days of incorporation. No taxes are due
between the time of incorporation until the following June 30th. Each
year thereafter you will pay a franchise tax as a tax for the privilege of
operating as a corporation. The appropriate form for your business should be
considered carefully. You may need to seek the advice of a certified public
accountant and/or attorney in making this decision.
LIMITED LIABILITY COMPANY
Limited liability companies are treated like corporations for limited
liability purposes but are treated as partnerships with the advantages of
pass-through taxation for federal purposes.
CERTIFICATE OF FICTITIOUS NAME
If you are going to operate your business under a name that is other than
the name of the corporation, limited liability company, partnership or
sole-proprietor name, you are required by law to register that name with the
County Clerk.
The certificate of fictitious name for a partnership must state the name in
full of all the members of the partnership, their place of residence, and proof
of publication that the certificate was published one day in a newspaper in the
county. In addition, the certificate must be acknowledged before a notary, court
clerk or judge. A new certificate must be filed with proof of publication any
time the partners are changed.
You should complete the certificate and take it to a newspaper of general
circulation in this county for publication. The Ponca City News is a newspaper
qualified for publishing certificates in Kay County. The certificate must be
published one time. The publisher of the newspaper will provide you with proof
of publication at the County Clerk's office in Kay County. For further
information contact the County Clerk at 580-362-2537.
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