Oklahoma § 18-2049 - Foreign limited liability company - Acts not constituting

§ 18-2049. Foreign limited liability company - Acts not constituting

transacting business in state.

FOREIGN LIMITED LIABILITY COMPANY – ACTS NOT

CONSTITUTING TRANSACTING BUSINESS IN STATE

Oklahoma Statutes - Title 18. Corporations

A. 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 nonoperating interests.

B. For the purposes of this section, any foreign limited

liability company which owns income-producing real or tangible

personal property in this state, other than property exempted by

subsection A of this section, will be considered transacting

business in this state.

C. A person shall not be deemed to be doing business in this

state solely by reason of being a member or manager of a domestic

limited liability company or a foreign limited liability company.

D. This section does not apply in determining the contracts or

activities that may subject a foreign limited liability company to

service of process or taxation in this state or to regulation under

any other law of this state.

Added by Laws 1992, c. 148, § 50, eff. Sept. 1, 1992. Amended by

Laws 2001, c. 405, § 34, eff. Nov. 1, 2001; Laws 2004, c. 255, § 50,

eff. Nov. 1, 2004.

Oklahoma Statutes - Title 18. Corporations