Forming A Corporation
https://youtu.be/giiELUOy6NQ
Video Transcribed: This is Isaiah Brydie with Urban Legal coming at you with another video. And this video is going to be all about corporations and specifically how you form a corporation in the state of Oklahoma.
So just diving straight into it, what do you need to do in order to form a corporation? Well, it’s actually simple. You just come and you visit me and I’ll get the job done for you for a nominal fee. No, no, no but in all serious though, what you do is you file a certificate of incorporation with the Secretary of State for the state of Oklahoma, along with the appropriate filing fee.
So the question is, what do you need to include in that certificate of incorporation? Well, there are generally seven things. So the first thing that you need is your corporation’s name. And with that corporate name, you need to include the word corporation, incorporation, corp, C-O-R-P. Something that actually expresses that you are a corporation in the state of Oklahoma. What that does is it gives the general public notice that they’re dealing with a corporation and not some other type of business entity.
Second thing that you need is a corporate address, whether that the address needs to be the address that the corporation is actually operating out of, obviously.
The third thing that you need is you need to have the name and the address of an authorized agent for the corporation. So this is for purposes of serving the corporation. If there is an event where the corporation is sued or having a touch point person to get in contact with the corporation formally.
The fourth thing that you need to do is you need to give wording and language of the existence or the duration for which the corporation is going to exist. Most times corporations are perpetual in existence, so meaning that when the founder of the corporation and all of the initial board of directors of the corporation are dead, that corporation itself is still in existence because it exists perpetually. And the only way to terminate its existence is through a vote of the shareholders.
The next thing that you’re going to need is a purpose for the corporation. Generally, you can have a corporation established for the construction of a building or for whatever feasible purpose that you might think of. Usually the purpose of a corporation is going to spell out that it exists to do any lawful business or activity under the state of Oklahoma statutes.
The next thing that you need is the names and mailing addresses of the initial board of directors. So the initial board of directors are going to be the people who formed the corporation. It could just be one individual, it can be a number of individuals, but you need the names and the mailing addresses of those individuals.
And then the last thing that you need is going to be the authorized number of shares that the corporation is entitled to issue. That could be 5 million or 50, really just depends on what the people who are founding the corporation want. So that’s how you formerly found a corporation.
Now there are two other instances in which a corporation can be found by court in lieu of not adequately following those statutes to found a corporation. So the first one is going to be what’s called a de facto corporation. And that’s when like let’s say you mail off your certificate of incorporation to the Secretary of State, but the letter never gets there or something like that.
So there are three things that you need to do in order for courts to find you to be a corporation and operating as a corporation. And the first thing that you need is the existence of a statute under which you incorporate. That’s going to be given in the state of Oklahoma because you’ve follow the statutory rules 
as far as in forming a corporation.
But there was just some minor defect in the following of those rules. It didn’t get to the Secretary of State or you didn’t give the appropriate filing fee attached to that, but otherwise you were following the statute itself.
The second thing that you need is a color-able attempt to comply with that statute. So like I said before, you actually filled out the certificate of incorporation and you mailed it off or you pay the appropriate fee or you retained an attorney to do those things for you, which you probably shouldn’t have had that attorney because they failed you.
And the third thing that you need is you need a exercise of corporate powers. So entering into a contract in the corporation’s name before the corporation itself was incorporated. Something of the corporation exercising its powers or its abilities while it is still not incorporated. So if you have all those three things, then a court deem that you are actually functioning as a corporation and you’ll defacto be a corporation. Now later on down the line, you’ll probably want to adequately satisfy the statute in order to actually officially become a corporation corporation. But this will protect you in certain instances and areas.
The last way you can be viewed as a corporation by the courts is what’s called a corporation by estoppel. That’s an E, and then stop, and then L. It’s a weird legal jargon word, but it basically just means that other people are stopped from doing something. So in this instance, other people will be viewed as being stopped from not viewing you as a corporation.
So what do you need here? Well, you need a person who has dealt with the corporation and their corporate status. So, for example, if you’re trying to form a corporation and you failed to do so, but when you failed to do so at the same time, you were also entering into a contract with someone in the corporation’s name.
That person will be stopped from later arguing that, “Hey, this isn’t a corporation. I don’t have to uphold this contract.” That person will be stopped from making that argument because they dealt with that faultably. I don’t even know if faultably is a word, but they dealt with that defective corporation in a corporate capacity. So that person would be stopped from saying that the corporation doesn’t exist in the future.
So yeah, if you want to get in contact with us, go ahead and reference to that information down below. It’s nice talking with you guys. Need an attorney? Give us a call at (918) 323-4334
