Oklahoma § 18-2012.1

§ 18-2012.1.

Cancellation of articles of organization.

CANCELLATION OF ARTICLES OF ORGANIZATION

Oklahoma Statutes - Title 18. Corporations

A. The articles of organization or registered series shall be

canceled:

1. Upon the dissolution and the completion of winding up of a

limited liability company or registered series;

2. As provided in subsection B of this section;

3. Upon the filing of a certificate of merger or consolidation

if the domestic limited liability company or registered series is

not the surviving or resulting entity in a merger or consolidation;

4. Upon the conversion of a domestic limited liability company

approved in accordance with Section 2054.2 of this title;

5. Upon the filing of articles of division if the limited

liability company is a dividing company that is not a surviving

company; or

6. Upon the future effective date or time of the articles of

division if the limited liability company is a dividing company that

is not a surviving company.

B. The articles of organization of a domestic limited liability

company or articles of registered series of a registered series

shall be deemed to be canceled if the domestic limited liability

company or registered series fails to file the annual certificate

and pay the annual fee provided in Section 2055.2 of this title or

pay the registered agent fee to the Secretary of State due under

Section 2055 of this title within three (3) years from the date the

certificate or fee is due, the cancellation to be effective on the

third anniversary of the due date.

C. A limited liability company whose articles of organization

or registered series whose articles of registered series have been

canceled under subsection B of this section may apply for

reinstatement under subsection A of Section 2055.3 of this title.

Added by Laws 2001, c. 405, § 29, eff. Nov. 1, 2001. Amended by

Laws 2004, c. 255, § 38, eff. Nov. 1, 2004; Laws 2008, c. 253, § 23;

Laws 2024, c. 121, § 8, eff. Nov. 1, 2024.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).