Oklahoma § 18-2055.3 - Reinstatement of a limited liability company or

§ 18-2055.3. Reinstatement of a limited liability company or

registered series.

REINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES

A. A domestic limited liability company or registered series

not in good standing for failure to file an annual certificate and

pay the annual certificate fees or registered agent fees, including

a domestic limited liability company or registered series whose

articles of organization or registered series have been canceled

under subsection B of Section 2012.1 of this title, or a foreign

limited liability company or registered series whose registration

was withdrawn for failure to file an annual certificate and pay the

annual certificate fees or registered agent fees may apply to the

Secretary of State for reinstatement by:

Oklahoma Statutes - Title 18. Corporations

1. Filing all delinquent annual certificates with the Secretary

of State and paying all delinquent annual certificate fees or paying

all delinquent registered agent fees to the Secretary of State; and

2. Filing an application for reinstatement with the Secretary

of State stating its name at the time it ceased to be in good

standing or was withdrawn, the date it ceased to be in good standing

or was withdrawn, and its current name, if its name at the time it

ceased to be in good standing or was withdrawn is no longer

available under Section 2008 or 2045 of this title.

If the Secretary of State determines that the application

contains the required information, the information is correct, all

delinquent certificates or other filings are submitted, all

delinquent fees are paid, and the name satisfies the requirements of

Section 2008 or 2045 of this title, the Secretary of State shall

accept the application for reinstatement and issue a certificate of

reinstatement in the manner provided in Section 2007 of this title

for domestic limited liability companies, Section 14 of this act for

domestic registered series, or Section 2044 of this title for

foreign limited liability companies or foreign registered series.

If the limited liability company or registered series is required to

change its name because its name at the time it ceased to be in good

standing or was withdrawn is no longer available, acceptance of the

reinstatement shall constitute an amendment to the domestic limited

liability company’s articles of organization or the domestic

registered series’ articles of registered series to change its name

or the adoption of a fictitious name by the foreign limited

liability company or registered series, as applicable. The

application for reinstatement may amend the articles of organization

of the domestic limited liability company or the articles of

registered series of the registered series or the application for

registration of the foreign limited liability company or registered

series, subject in either case to the payment of the additional fee

required in Section 2055 of this title for amendments; provided,

that the application may not extend the term of a limited liability

company or registered series that had expired before the application

for reinstatement. For purposes of this section, a foreign limited

liability company or registered series applying for reinstatement is

deemed to have done business continually in the state following the

administrative withdrawal.

B. When reinstatement under this section has become effective,

the reinstatement relates back to and takes effect as if the

domestic limited liability company or registered series had never

ceased to be in good standing and as if its articles of organization

or articles of registered series, as the case may be, had never been

canceled, or as if the foreign limited liability or registered

series registration was never withdrawn.

Oklahoma Statutes - Title 18. Corporations

C. The failure of a domestic limited liability company or

registered series or foreign limited liability company or registered

series to file an annual certificate and pay an annual certificate

fee or a registered agent fee to the Secretary of State shall not

impair the validity on any contract, deed, mortgage, security

interest, lien or act of the domestic limited liability company or

registered series or foreign limited liability company or registered

series or prevent the domestic limited liability company or

registered series or foreign limited liability company or registered

series from defending any action, suit or proceeding with any court

of this state.

D. All real and personal property, and all rights and

interests, which belonged to the domestic limited liability company

or registered series at the time its articles of organization or

articles of registered series, as the case may be, were canceled or

which were acquired by the limited liability company or registered

series after cancellation, and which were not disposed of before its

reinstatement, shall be vested in the limited liability company or

registered series after its reinstatement as fully as they were held

by the limited liability company or registered series at, and after,

as the case may be, the time its articles of organization or

articles of registered series were canceled.

E. A member or manager of a domestic limited liability company

or registered series or foreign limited liability company or

registered series is not liable for the debts, obligations or

liabilities of the domestic limited liability company or registered

series or foreign limited liability company or registered series

solely by reason of the failure of the domestic limited liability

company or registered series or foreign limited liability company or

registered series to file an annual certificate and pay an annual

certificate fee or a registered agent fee to the Secretary of State

or by reason of the domestic limited liability company or registered

series ceasing to be in good standing or its articles of

organization or articles of registered series being canceled or the

foreign limited liability company or registered series ceasing to be

duly registered.

Added by Laws 2017, c. 323, § 56, eff. Nov. 1, 2017. Amended by

Laws 2024, c. 121, § 22, eff. Nov. 1, 2024.