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1 STATE OF OKLAHOMA
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2 1st Session of the 60th Legislature (2025)
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3 SENATE BILL 1031 By: Daniels
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6 AS INTRODUCED
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7 An Act relating to limited liability partnerships;
7 amending 37A O.S. 2021, Section 2-146, as amended by
8 Section 2, Chapter 192, O.S.L. 2022 (37A O.S. Supp.
8 2024, Section 2-146), which relates to the Oklahoma
9 Alcoholic Beverage Control Act; modifying scope of
9 applicability; amending 54 O.S. 2021, Section 1-1001,
10 which relates to the Oklahoma Revised Uniform
10 Partnership Act; clarifying certain definitions;
11 updating statutory language; and providing an
11 effective date.
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14 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
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15 SECTION 1. AMENDATORY 37A O.S. 2021, Section 2-146, as
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16 amended by Section 2, Chapter 192, O.S.L. 2022 (37A O.S. Supp. 2024,
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17 Section 2-146), is amended to read as follows:
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18 Section 2-146. A. The ABLE Commission shall refuse to issue a
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19 wine and spirits wholesaler, beer distributor, retail spirits,
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20 retail wine or retail beer license, either on an original
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21 application or a renewal application, if it has reasonable grounds
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22 to believe and finds any of the following to be true:
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23 1. Except in the case of a beer distributor, that the applicant
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24 is not a citizen of the United States or is not a qualified elector
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Req. No. 134 Page 1
1 in this state, or has not been a continuous resident of this state
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2 for the five (5) years next preceding the application for the
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3 license;
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4 2. That the applicant is under twenty-one (21) years of age;
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5 3. That the applicant or any partner, or spouse of the
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6 applicant or any partner, has been convicted of a felony;
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7 4. That the applicant or any partner, or spouse of the
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8 applicant or any partner, has been convicted of a violation of any
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9 state or federal law relating to alcoholic beverages, has forfeited
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10 a bond while any charge of such violation was pending, nor may any
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11 license be granted for any purpose under the Oklahoma Alcoholic
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12 Beverage Control Act to an Oklahoma resident, who has held or whose
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13 spouse has held a Federal Liquor Stamp in Oklahoma before the
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14 adoption of Article XXVIII-A of the Oklahoma Constitution unless the
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15 Liquor Stamp was granted for supplying alcoholic beverages to a
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16 federal military installation, or was granted under the Oklahoma
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17 Alcoholic Beverage Control Act;
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18 5. That the applicant or any partner has, within twelve (12)
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19 months next preceding the date of the application, violated any
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20 provision of the Oklahoma Alcoholic Beverage Control Act or rule of
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21 the ABLE Commission promulgated pursuant hereto. Provided, however,
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22 that if the ABLE Commission has, during such twelve-month period,
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23 suspended any license sought to be renewed, such renewal application
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24 may be approved if the term of the suspension has been completed and
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1 the applicant has complied with any special conditions imposed in
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2 connection with the suspension;
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3 6. That the applicant is in the habit of using alcoholic
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4 beverages to excess or is mentally incapacitated;
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5 7. That the applicant does not own or have a written lease for
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6 the premises for which a license is sought;
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7 8. That the applicant, within twelve (12) months next preceding
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8 the date of application, has been the holder of a license revoked
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9 for cause;
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10 9. That the applicant is not the real party in interest, or
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11 intends to carry on the business authorized by the license as the
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12 agent of another;
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13 10. That the applicant, in the case of an application for
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14 renewal of any license, would not be eligible for such license on a
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15 first application;
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16 11. That the applicant is a person who appoints or is a law
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17 enforcement official or is an employee of the ABLE Commission;
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18 12. That the proposed location of the licensed premises would
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19 violate a valid municipal nondiscriminatory zoning ordinance;
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20 13. That, in the case of an application for a wine and spirits
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21 wholesaler license or beer distributor license, any brewer or
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22 manufacturer, including an officer, director or principal
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23 stockholder thereof or any partner, has any financial interest in
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1 the business to be conducted under the license, unless otherwise
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2 permitted by law;
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3 14. That the issuance of the license applied for would result
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4 in a violation of any provision of the Oklahoma Alcoholic Beverage
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5 Control Act;
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6 15. That, in the case of an application for a wine and spirits
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7 wholesaler or beer distributor license, the applicant or any
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8 partner, or spouse of the applicant or any partner, is the holder or
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9 partner of the holder of any other class of license issued under the
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10 provisions of the Oklahoma Alcoholic Beverage Control Act, other
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11 than an agent or employee license for employment by the applicant,
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12 or a storage license, bonded warehouse license, carrier license or
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13 private carrier license; provided, nothing shall prohibit a wine and
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14 spirits wholesaler, who is otherwise qualified, from maintaining
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15 beer distributor licenses in the state, nor a beer distributor, who
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16 is otherwise qualified, from maintaining a wine and spirits
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17 wholesaler license in the state;
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18 16. That, in the case of an application for a retail spirits,
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19 retail wine or retail beer license, the applicant or any partner is
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20 the holder or partner of the holder, or employee of such holder of
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21 any other class of license issued under the provisions of the
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22 Oklahoma Alcoholic Beverage Control Act, other than a storage
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23 license or an employee license for the proposed licensed premises of
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24 the applicant, provided, nothing in this title shall prohibit an
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1 applicant for a retail wine and/or retail beer license from
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2 maintaining a separate mixed beverage, caterer, mixed
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3 beverage/caterer combination license, and/or an on-premises beer and
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4 wine license; or
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5 17. That the applicant or any partner, spouse, employee or
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6 other person affiliated with the applicant is not in compliance with
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7 the tax laws of this state as required in Article XXVIII-A of the
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8 Oklahoma Constitution.
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9 B. The provisions of this section shall not operate to prohibit
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10 the issuance of a beer distributor license or a wine and spirits
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11 wholesalers license under common ownership to a corporation or
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12 partnership, including a limited liability partnership, or limited
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13 liability company.
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14 SECTION 2. AMENDATORY 54 O.S. 2021, Section 1-1001, is
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15 amended to read as follows:
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16 Section 1-1001. Nature and Purpose; Statement of Qualification.
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17 (a) A. A limited liability partnership is a partnership under
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18 the laws of this state and may engage in any business in this state
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19 in which a partnership may engage including, but not limited to, the
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20 rendering of professional services as defined in paragraph 6 of
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21 subsection A of Section 803 of Title 18 of the Oklahoma Statutes or
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22 the rendering of related professional services as defined in
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23 paragraph 7 of subsection A of Section 803 of Title 18 of the
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24 Oklahoma Statutes.
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1 (b) B. A partnership may become a limited liability partnership
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2 pursuant to this section.
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3 (c) C. The terms and conditions on which a partnership becomes
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4 a limited liability partnership must be approved by the vote
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5 necessary to amend the partnership agreement except, in the case of
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6 a partnership agreement that expressly considers obligations to
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7 contribute to the partnership, by the vote necessary to amend those
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8 provisions.
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9 (d) D. After the approval required by subsection (c) C of this
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10 section, a partnership may become a limited liability partnership by
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11 filing a statement of qualification with the Secretary of State.
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12 The statement must contain:
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13 (1) the 1. The name of the partnership;
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14 (2) the 2. The street address of the partnership's chief
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15 executive office and, if different, the street address of an office
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16 of the partnership in this state, if any;
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17 (3) if 3. If the partnership does not have an office in this
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18 state, the name and street address of the partnership's agent for
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19 service of process;
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20 (4) a 4. A statement that the partnership elects to be a
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21 limited liability partnership; and
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22 (5) a 5. A deferred effective date, if any.
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23 (e) E. The agent of a limited liability partnership for service
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24 of process must be an individual resident of this state, a domestic
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1 corporation, limited liability company, limited partnership, or
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2 limited liability partnership; or a foreign corporation, limited
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3 liability company, limited partnership, or limited liability
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4 partnership having a place of business and authorized to do business
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5 in this state.
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6 (f) F. The status of a partnership as a limited liability
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7 partnership is effective on the later of the filing of the statement
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8 or a date specified in the statement. The status remains effective,
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9 regardless of changes in the partnership, until it is canceled
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10 pursuant to subsection (d) D of Section 1-105 of this title. A
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11 statement of dissolution filed under Section 1-805 of this title
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12 effects a cancellation upon completion of the partnership's winding
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13 up. For purposes of this subsection (f) F of this section only, the
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14 winding up is presumed to be complete on the first anniversary of
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15 the filing of the statement of dissolution, which may be rebutted by
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16 the prior filing of a statement indicating that the partnership is
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17 continuing.
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18 (g) G. The status of a partnership as a limited liability
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19 partnership and the liability of its partners is not affected by
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20 errors or later changes in the information required to be contained
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21 in the statement of qualification under subsection (c) C of this
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22 section.
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1 (h) H. The filing of a statement of qualification establishes
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2 that a partnership has satisfied all conditions precedent to the
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3 qualification of the partnership as a limited liability partnership.
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4 (i) I. An amendment or cancellation of a statement of
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5 qualification is effective when it is filed or on a deferred
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6 effective date specified in the amendment or cancellation.
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7 J. A limited liability partnership (LLP) is not defined as a
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8 similar entity to a limited liability company (LLC) as such term is
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9 used in the Oklahoma Alcoholic Beverage Control Act under Sections
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10 1-101 et seq. of Title 37A of the Oklahoma Statutes. An LLP is
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11 recognized as a form of partnership subject to the provisions
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12 governing partnerships including, but not limited to, the Oklahoma
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13 Revised Uniform Partnership Act, Section 1-100 et seq. of this
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14 title, whereas an LLC is a separate and distinct form of entity
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15 governed by the Oklahoma Limited Liability Company Act, Section 2000
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16 et seq. of Title 18 of the Oklahoma Statutes.
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17 SECTION 3. This act shall become effective November 1, 2025.
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19 60-1-134 TEK 1/16/2025 2:30:28 PM
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Req. No. 134 Page 8Every fact on this page links to its source, starting with the official bill record.