Oklahoma § 18-2047 - Foreign limited liability company - Certificate of

§ 18-2047. Foreign limited liability company - Certificate of

withdrawal.

A. A foreign limited liability company authorized to transact

business in this state may withdraw from the state upon procuring

from the Office of the Secretary of State a certificate of

withdrawal. In order to procure such certificate, the foreign

limited liability company shall file with the Office of the

Secretary of State an application for withdrawal and pay the fee

provided for in Section 2055 of this title. The application for

withdrawal shall set forth:

1. The name of the foreign limited liability company and the

state or other jurisdiction under the laws of which it is organized;

2. That the foreign limited liability company is not

transacting business in this state;

3. That the foreign limited liability company surrenders its

certificate of registration to transact business in this state;

4. That the foreign limited liability company revokes the

authority of its registered agent for service of process in this

state and consents that service of process in any action, suit, or

proceeding based upon any cause of action arising in this state

during the time the foreign limited liability company was authorized

to transact business in this state may thereafter be made on such

foreign limited liability company by service thereof upon the Office

of the Secretary of State; and

Oklahoma Statutes - Title 18. Corporations

5. An address to which a person may mail a copy of any process

against the foreign limited liability company.

B. The application for withdrawal shall be executed by the

foreign limited liability company by one of its managers, members,

or other persons, or, if the foreign limited liability company is in

the hands of a receiver or trustee, by such receiver or trustee on

behalf of the foreign limited liability company.

C. The registration of a foreign limited liability company

shall be deemed withdrawn if the foreign limited liability company

fails to file the annual certificate and pay the annual fee provided

in Section 2055.2 of this title or pay a registered agent fee to the

Secretary of State due under Section 2055 of this title within sixty

(60) days after the due date, the withdrawal to be effective on the

sixty-first day after the due date.

Added by Laws 1992, c. 148, § 48, eff. Sept. 1, 1992. Amended by

Laws 2008, c. 253, § 28.

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).