No foreign corporation or limited liability company shall do any business in this state, through or by branch offices, agents or representatives located in this state, until it has properly registered to do so.

The following activities of a corporation are not considered the conduct of business in Oklahoma for purposes of registration:

1. Servings as the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs, or other forms of advertising, or solicitation, accepting the orders outside this state, and filing them with goods shipped into this state; or
2. Employing salesmen, either resident or traveling, to solicit orders in this state, either by display of samples or otherwise, whether or not maintaining sales offices in this state, all orders being subject to approval at the offices of the corporation without this state, and all goods applicable to the orders being shipped in pursuance thereof from without this state to the vendee or to the seller or his agent for delivery to the vendee, and if any samples kept within this state are for display or advertising purposes only, and no sales, repairs, or replacements are made from stock on hand in this state; or
3. Selling, by contract consummated outside this state, and agrees by the contract, to deliver into this state, machinery, plants or equipment, the construction, erection or installation of which within this state requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; or
4. Conducting business operations within this state that are wholly interstate in character; or
5. Being an insurance company doing business in this state; or
6. Creating, as borrower or lender, or acquiring, evidences of debt, mortgages or liens on real or personal property; or
7. Securing or collecting debts or enforcing any rights in property securing the same.

The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this act:

1. Maintaining, defending, or settling any proceeding;
2. Holding meetings of its members or carrying on any other activities concerning its internal affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s own securities or maintaining trustees or depositaries with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
7. Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
8. Securing or collecting debts or enforcing mortgages and security interest in property securing the debts, including the holding, protecting, renting, maintaining and operating real or personal property in this state so acquired;
9. Transacting business wholly in interstate commerce;
10. Selling or transferring title to property in this state to any person;
11. Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or
12. Investing in or acquiring royalties or other non-operating mineral or leasehold interests and the execution of division orders, contracts for sale, leases and other instruments incidental to the ownership of the non-operating interests.

Wayfair Nexus

Remote sellers who sell at least $100,000 worth of taxable merchandise in the state of Oklahoma during the preceding or current calendar year are required to collect the appropriate state and local use tax from the customer. Remote sellers who do not meet the $100,000 sales threshold will still be required to notify purchasers on their retail internet website or retail catalog and customer invoices, that use tax is imposed and must be paid by the purchaser.


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