Oklahoma § 18-2055.2 - Annual certificate for domestic limited liability

§ 18-2055.2. Annual certificate for domestic limited liability

company and registered series and foreign limited liability company.

ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND

FOREIGN LIMITED LIABILITY COMPANY

A. Every domestic limited liability company and every foreign

limited liability company registered to do business in this state

shall file a certificate each year in the Office of the Secretary of

State, which confirms it is an active business and includes its

principal place of business address, and shall pay an annual

certificate fee of Twenty-five Dollars ($25.00).

B. The annual certificate shall be due on the anniversary date

of filing the articles of organization, articles of registered

series, or registration, as the case may be, until cancellation of

the articles of organization or articles of registered series or

withdrawal of the registration.

C. The Secretary of State shall, at least sixty (60) days

before the anniversary date of each year, cause a notice of the

annual certificate to be sent to each domestic limited liability

company and registered series and each foreign limited liability

company and registered series required to comply with the provisions

of this section to its last known electronic mail address of record

with the Secretary of State.

D. A domestic limited liability company or registered series or

foreign limited liability company or registered series that fails to

file the annual certificate and pay the annual certificate fee

within sixty (60) days after the date due shall cease to be in good

standing as a domestic limited liability company or registered

series or registered as a foreign limited liability company or

registered series in this state.

E. Except for accepting a resignation of a registered agent

when a successor registered agent is not being appointed or an

application for reinstatement, the Secretary of State shall not

accept for filing any certificate or articles, or issue any

certificate of good standing, in respect to any domestic limited

liability company or registered series that has ceased to be in good

standing or foreign limited liability company or registered series

that has ceased to be registered, unless or until the domestic

limited liability company or registered series has been reinstated

in good standing or the foreign limited liability company or

registered series has been reinstated as a foreign limited liability

company or registered series duly registered in this state.

Oklahoma Statutes - Title 18. Corporations

F. A domestic limited liability company or registered series

that has ceased to be in good standing or a foreign limited

liability company or registered series that has ceased to be

registered in this state may not maintain any action, suit or

proceeding in any court of this state until the domestic limited

liability company or registered series has been reinstated in good

standing or the foreign limited liability company or registered

series has been reinstated as a foreign limited liability company or

registered series duly registered in this state. An action, suit or

proceeding may not be maintained in any court of this state by any

successor or assignee of the domestic limited liability company or

registered series or foreign limited liability company or registered

series on any right, claim or demand arising out of the transaction

of business by the domestic limited liability company or registered

series after it has ceased to be in good standing or a foreign

limited liability company or registered series that has ceased to be

registered in this state until the domestic limited liability

company or registered series or foreign limited liability company or

registered series, or any person that has acquired all or

substantially all of its assets, has caused the limited liability

company or registered series to be reinstated in good standing or as

a foreign limited liability company or registered series duly

registered in this state, as applicable.

Added by Laws 2001, c. 405, § 39, eff. Nov. 1, 2001. Amended by

Laws 2006, c. 22, § 1, eff. Nov. 1, 2006; Laws 2008, c. 253, § 31;

Laws 2012, c. 245, § 1, eff. Nov. 1, 2012; Laws 2017, c. 323, § 55,

eff. Nov. 1, 2017; Laws 2024, c. 121, § 21, 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).