SENATE FLOOR VERSION - HB2762 SFLR Page 1
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
SENATE FLOOR VERSION
April 22, 2025
ENGROSSED HOUSE
BILL NO. 2762 By: Caldwell (Trey) of the
House
and
Woods of the Senate
An Act relating to international corporation agents;
creating the International Corporation Agent
Political Activity Ov ersight Act of 2025; defining
terms; prohibiting certain acts under certain
conditions; requiring filing to perform certain acts;
requiring certain information be included in filing;
providing exception; amending 18 O.S. 2021, Section
1142, which relates t o Secretary of State filing and
service fees; establishing filing fee and
establishing amount; authorizing certain acts to
facilitate implementation; providing for
noncodification; providing for codification; and
providing an effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. NEW LAW A new section of law not to be
codified in the Oklahoma Statutes reads as follows:
Section 2 of this act shall be known and may be cited as the
"International Corporati on Agent Political Activity Oversight Act of
2025".
SENATE FLOOR VERSION - HB2762 SFLR Page 2
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
SECTION 2. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1144 -1 of Title 18, unless there
is created a duplication in numbering, re ads as follows:
A. As used in this section:
1. "Completed filing" means a form developed and made available
by the Secretary of State of this state, completed accurately in its
entirety; and
2. "International corporation agent" means:
a. an individual representing the interests of a
corporation or a business entity incorporated or
headquartered outside the United States of America, or
b. an individual representing the interests of a
corporation or a business entity with a fifty -one
percent (51%) or great er interest owned or controlled
by a corporation or a business entity incorporated,
headquartered, or domiciled outside the United States
of America.
For purposes of this definition, "representing" means taking
efforts on behalf of the international corporation in exchan ge for
compensation.
B. Except for those covered under the provisions of a national
security agreement with the Committee on Foreign Investments in the
United States (CFIUS), no individual shall advocate:
SENATE FLOOR VERSION - HB2762 SFLR Page 3
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
1. To influence the laws of this s tate as they apply to an
associated international corporation; or
2. For funding from this state that would benefit an associated
international corporation ,
until such individual shall have paid to the Secretary of State of
this state the fees prescribed in Section 1142 of Title 18 of the
Oklahoma Statutes, and shall have filed with the Secretary of State
of this state a completed filing, as an international corporation
agent under the provisions of this section.
C. The Secretary of State shall develop a filing form and make
it available to the public to facilitate compliance with the
provisions of this section. Such form shall include, but not be
limited to, the name of such international corporation being
advocated for and the time period for which such advocation is to
occur.
D. The Secretary of State may promulgate rules, develop forms,
and implement procedures as necessary to execute the provisions of
this section.
SECTION 3. AMENDATORY 18 O.S. 2021, Section 1142, is
amended to read as follows:
Section 1142.
FILING AND OTHER SERVICE FEES
SENATE FLOOR VERSION - HB2762 SFLR Page 4
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
A. The Secretary of State, for services performed in the Office
of the Secretary of State and for expense of mailing, shall charge
and collect the following fees:
1. For any report, document, or other pap er required to be
filed in the Office of the Secretary of State, a fee of Twenty -five
Dollars ($25.00);
2. For reservation of corporate name, a fee of Ten Dollars
($10.00);
3. For issuing extra copies of any certificate not requiring
any extra filing of papers or documents of any kind, a fee of Ten
Dollars ($10.00);
4. For issuing any other certificate, a fee of Ten Dollars
($10.00);
5. For receiving a filing or indexing the annual certificate of
a foreign corporation doing business in this state, or bo th when
filed together, a fee of Ten Dollars ($10.00);
6. For preclearance of any document for filing, a fee of Fifty
Dollars ($50.00);
7. For each service of process made upon and accepted by the
Secretary of State, a fee of Twenty -five Dollars ($25.00);
8. For preparing and providing a report of a record search, a
fee of Five Dollars ($5.00);
9. For filing and issuing certificates of incorporation, the
fee shall be one-tenth of one percent (1/10 of 1%) of the authorized
SENATE FLOOR VERSION - HB2762 SFLR Page 5
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
capital stock of such corporati on; provided, that the minimum fee
for any such service shall be Fifty Dollars ($50.00); provided
further, that not-for-profit corporations shall only be required to
pay a fee of Twenty-five Dollars ($25.00);
10. For filing and issuing amen ded certificates of
incorporation or certificates of restatement, reorganization,
revival, extension or dissolution, the fee shall be Fifty Dollars
($50.00); provided, however, not -for-profit corporations shall only
be required to pay a fee of Twenty -five Dollars ($25.00 ). If an
amendment shall provide for an increase in authorized capital in
excess of Fifty Thousand Dollars ($50,000.00), the filing fee shall
be an amount equal to one -tenth of one percent (1/10 of 1%) of such
increase;
11. For filing and issuing certificates of consolidation, if
the resulting corporation is a domestic corporation, or merger, if
the surviving corporation is a domestic corporation, the fee shall
be One Hundred Dollars ($100.00); provided, however, not -for-profit
corporations shall only be required to pay a fee of Twenty -five
Dollars ($25.00). If the merger or consolidation shall increase the
authorized capital of the surviving or resulting corporation in
excess of Fifty Thousand Dollars ($50,000.00), the filing fee shall
be an amount equal to one-tenth of one percent (1/10 of 1%) of such
increase;
SENATE FLOOR VERSION - HB2762 SFLR Page 6
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
12. For filing and issuing a certificate of conversion,
whenever the resulting corporation is a domestic corporation, the
minimum fee shall be One Hundred Dollars ($100.00); provided,
however, if the certificate of incorporation of the resulting
corporation authorizes capital stock in excess of Fifty Thousand
Dollars ($50,000.00), the filing fee shall be an amount equal to
one-tenth of one percent (1/10 of 1%) of such authorized cap ital.
If the resulting domestic corporation is not for profit, it shall
only be required to pay a fee of Fifty Dollars ($50.00);
13. For issuing a certificate to a foreign corporation to do
business in this state, and filing a certificate and statement of
such corporation required pursuant to the provisions of Section 1130
of this title, the fee shall be one -tenth of one percent (1/10 of
1%) of the maximum amount of capital invested by such corporation in
the state at any time during the fiscal year such certificate is
issued to any such foreign corporation; provided, that the minimum
fee for any such service shall be Three Hundred Dollars ($300.00);
provided further, that no such corporation shall be required to pay
a fee on an amount in excess of its authorized capital ;
14. For amended certificate of qualification of a foreign
corporation, a fee of Two Hundred Dollars ($200.00); provided,
however, for a certificate solely reflecting a change of mailing
address, a fee of Ten Dollars ($10.00);
SENATE FLOOR VERSION - HB2762 SFLR Page 7
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
15. For filing a certificate of consolidation, if the resulting
corporation is a foreign corporation, or merger, if the surviving
corporation is a foreign corporation, the fee shall be One Hundred
Dollars ($100.00);
16. For filing a certificate of withdrawal of a foreign
corporation doing business in this state, a fee of One Hundred
Dollars ($100.00);
17. Every foreign corporation on the anniversary of its
qualification in this state each year, shall cause to be filed with
the Secretary of State a certificate of its president, vice-
president or other managing officers, in which shall be stated and
shown the maximum amount of capital the corporation had invested in
the state at any time subsequent to the issuance to it of a
certificate to do business in this state and the amount of capital
previously paid upon. If the amount of capital so invested as shown
by said certificate exceeds the amount formerly paid upon, the
corporation, at the time of filing said certificate, shall pay to
the Secretary of State an additiona l fee equal to one-tenth of one
percent (1/10 of 1%) of the amount of such excess capital so
invested by the corporation in the state; provided, that no such
corporation shall be required to pay a filing fee on an amount in
excess of its authorized capital, or to file th e certificate
provided for in this paragraph after it shall have paid a filing fee
on its total authorized capitalization;
SENATE FLOOR VERSION - HB2762 SFLR Page 8
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
18. For acting as the registered agent, a fee of One Hundred
Dollars ($100.00) payable on the first day of July each year, and if
not paid before the next ensuing September 1st, the Oklahoma Tax
Commission shall suspend and forfeit the charter of the delinquent
corporation pursuant to the procedures prescribed in Section 1212 of
Title 68 of the Oklahoma Statutes. The Tax Commission sh all collect
and audit the registered agent fee authorized pursuant to this
paragraph in conjunction with the collection and audit of franchise
taxes as provided for in Sections 1201 through 1214 of Title 68 of
the Oklahoma Statutes. All mon ies received by the Tax Commission
pursuant to the provisions of this paragraph shall be paid to the
State Treasurer for deposit in the General Revenue Fund;
19. For filing a change of address for any individual,
corporation, limited liability company or limited partne rship
designated by a corporation as its registered agent for service of
process, or for the change of name or the resignation of a
registered agent, a fee of Twenty -five Dollars ($25.00), for the
first forty corporations and Five Dollars ($ 5.00) for each
additional corporation within any bulk filing; and
20. For any response by means of telecommunications to
inquiries regarding information required to be maintained by the
Secretary of State, a fee of Five Dollars ($5.00), unless otherwise
provided. Fees collected pursuant to this paragraph shall be
SENATE FLOOR VERSION - HB2762 SFLR Page 9
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
deposited in the Revolving Fund for the Office of the Secretary of
State; and
21. For receiving a filing of an international corporation
agent, a fee of Twenty -five Dollars ($25.00) .
B. Except as otherwise provided by law, fees paid to the
Secretary of State in accordance with the provisions of the Oklahoma
General Corporation Act shall be properly accounted for and shall be
paid monthly to the State Treasurer for deposit in the General
Revenue Fund.
C. For any certificate supplied by the county clerk, such clerk
shall receive a fee of One Dollar ($1.00). Such fees shall be
properly accounted for and shall be paid into the county treasury in
the same manner as other fees collected by the county clerk for the
filing and recording of mortgages and deeds.
D. In any court proceeding pursuant to the provisions of the
Oklahoma General Corporation Act requiring the filing of any decree,
order, report or other document in the Office of the Secretary of
State or in the office of any county clerk, in addition to the usual
court costs and the costs for filing in the office of the clerk of
the court, fees equal to the amounts provided for in this section
for such required filing shall be collected as costs in such
proceedings and such amount shall be forwarded to the Secretary of
State and the county clerk with the papers to be filed.
SENATE FLOOR VERSION - HB2762 SFLR Page 10
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
E. The provisions contained in this section relating to the
payment of incorporation fees by foreign corporations are not
intended and shall not be construed to relieve such corporations,
where applicable, of the payment of the annual corporate franchise
tax to the Tax Commission.
F. For the purposes of computing the fees to be collected by
the Secretary of State pursuant to t he provisions of this section,
each share without par value shall be treated the same as a share
with a par value of Fifty Dollars ($50.00), and the fees thereon
shall be collected accordingly.
G. Payments for any required fees except as otherwise provided
by law may be made as follows:
1. By the applicant's personal or company check, cash, or money
order; or
2. By a nationally recognized credit card issued to the
applicant. The Secretary of State may add a convenience fee, not to
exceed four percent (4 %) of the amount of such payment for services
provided through telephonic or electronic media. For purposes of
this paragraph, "nationally recognized credit card" means any
instrument or device, whether known as a credit card, credit plate,
charge plate, or by any other name, issued with or without fee by an
issuer for the use of the cardholder in obtaining goods, services,
or anything else of value on credit which is accepted by over one
thousand merchants in this state. The Secretary of State shall
SENATE FLOOR VERSION - HB2762 SFLR Page 11
(Bold face denotes Committee Amendments) 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
determine which nationally recognized credit cards will be accepted;
provided, however, the Secretary of State must ensure that no loss
of state revenue will occur by the use of such card. The
convenience fee collected pursuant to this paragraph shall be
credited to the Revolving Fund for the Office of the Secretary of
State, as established in Section 276.1 of Title 62 of the Oklahoma
Statutes.
SECTION 4. This act shall become effective November 1, 2025.
COMMITTEE REPORT BY: COMMITTEE ON JUDIC IARY
April 22, 2025 - DO PASS