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1 STATE OF OKLAHOMA
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2 2nd Session of the 60th Legislature (2026)
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3 SENATE BILL 1641 By: Daniels
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6 AS INTRODUCED
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7 An Act relating to business entities; amending 18
7 O.S. 2021, Sections 2005, as amended by Section 3,
8 Chapter 121, O.S.L. 2024, 2043, and 2055.2, as
8 amended by Section 21, Chapter 121, O.S.L. 2024 (18
9 O.S. Supp. 2025, Sections 2005 and 2055.2) which
9 relate to the Oklahoma Limited Liability Company Act;
10 requiring submission of electronic mail address of
10 certain agents or entities to the Secretary of State;
11 amending 54 O.S. 2021, Sections 500-201A, 500-210A,
11 and 500-902A, which relate to the Uniform Limited
12 Partnership Act of 2010; requiring submission of
12 electronic mail address of certain agents or entities
13 to the Secretary of State; updating statutory
13 references; updating statutory language; and
14 providing an effective date.
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17 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
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18 SECTION 1. AMENDATORY 18 O.S. 2021, Section 2005, as
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19 amended by Section 3, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025,
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20 Section 2005), is amended to read as follows:
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21 Section 2005. A. The articles of organization shall set forth:
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22 1. The name of the limited liability company;
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23 2. The term of the existence of the limited liability company
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24 which may be perpetual; and
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1 3. The street address of its principal place of business,
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2 wherever located, and the name, electronic mail address, and street
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3 address of its registered agent which shall be identical to its
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4 registered office in this state.
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5 B. If the limited liability company is to establish two or more
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6 series of members, managers or membership interests having separate
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7 rights, powers or duties as provided under Section 2054.4 of this
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8 title or Section 14 2054.5 of this act title and the debts,
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9 liabilities and obligations incurred, contracted for or otherwise
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10 existing with respect to a particular series are to be enforceable
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11 against the assets of the series only, the articles of organization
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12 shall set forth a notice of the limitation on liabilities of the
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13 series.
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14 C. The articles of organization may set forth any other matters
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15 the members determine to include. It is not necessary to set out in
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16 the articles of organization any of the powers enumerated in Section
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17 2000 et seq. of this title.
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18 SECTION 2. AMENDATORY 18 O.S. 2021, Section 2043, is
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19 amended to read as follows:
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20 Section 2043. Before transacting business in this state, a
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21 foreign limited liability company shall register with the Office of
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22 the Secretary of State. In order to register, a foreign limited
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23 liability company shall:
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1 1. Pay to the Secretary of State a registration fee required by
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2 Section 56 2055 of this act title;
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3 2. Provide the Secretary of State with an original certificate
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4 from the certifying officer of the jurisdiction of the foreign
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5 limited liability company's organization attesting to the foreign
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6 limited liability company's organization under the laws of such
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7 jurisdiction; and
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8 3. Submit to the Office of the Secretary of State an
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9 application in duplicate for registration as a foreign limited
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10 liability company, signed by a manager, member, or other person, and
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11 setting forth:
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12 a. the name of the foreign limited liability company and,
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13 if different, the name under which it proposes to
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14 transact business in this state,
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15 b. the state or other jurisdiction and date of its
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16 organization,
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17 c. the name, electronic mail address, and street address
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18 of a registered agent in this state which agent shall
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19 be an individual resident of this state, or a domestic
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20 or qualified foreign corporation, limited liability
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21 company, or limited partnership. Each registered
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22 agent shall maintain a business office identical with
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23 the registered office which is open during regular
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24 business hours to accept service of process and
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1 otherwise perform the functions of a registered agent.
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2 If an additional registered agent is designated,
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3 service of process shall be on that agent and not on
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4 the Secretary of State,
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5 d. a statement that the Office of the Secretary of State
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6 is appointed the agent of the foreign limited
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7 liability company for service of process if no agent
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8 has been appointed under subparagraph c of this
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9 paragraph, or if appointed, the agent's authority has
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10 been revoked or if the agent cannot be found or served
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11 with the exercise of reasonable diligence,
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12 e. the address of the office required to be maintained in
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13 the state of its organization by the laws of that
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14 state or, if not so required, of the principal office
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15 of the foreign limited liability company, and
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16 f. such additional information as may be necessary or
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17 appropriate in order to enable the Office of the
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18 Secretary of State to determine whether such limited
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19 liability company is entitled to transact business in
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20 this state.
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21 SECTION 3. AMENDATORY 18 O.S. 2021, Section 2055.2, as
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22 amended by Section 21, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025,
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23 Section 2055.2), is amended to read as follows:
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24 Section 2055.2.
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1 ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND
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2 FOREIGN LIMITED LIABILITY COMPANY
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3 A. Every domestic limited liability company and every foreign
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4 limited liability company registered to do business in this state
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5 shall file a certificate each year in the Office of the Secretary of
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6 State, which confirms it is an active business and includes its
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7 principal place of business address and electronic mail address, and
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8 shall pay an annual certificate fee of Twenty-five Dollars ($25.00).
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9 B. The annual certificate shall be due on the anniversary date
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10 of filing the articles of organization, articles of registered
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11 series, or registration, as the case may be, until cancellation of
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12 the articles of organization or articles of registered series or
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13 withdrawal of the registration.
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14 C. The Secretary of State shall, at least sixty (60) days
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15 before the anniversary date of each year, cause a notice of the
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16 annual certificate to be sent to each domestic limited liability
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17 company and registered series and each foreign limited liability
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18 company and registered series required to comply with the provisions
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19 of this section to its last known electronic mail address of record
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20 with the Secretary of State.
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21 D. A domestic limited liability company or registered series or
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22 foreign limited liability company or registered series that fails to
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23 file the annual certificate and pay the annual certificate fee
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24 within sixty (60) days after the date due shall cease to be in good
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1 standing as a domestic limited liability company or registered
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2 series or registered as a foreign limited liability company or
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3 registered series in this state.
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4 E. Except for accepting a resignation of a registered agent
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5 when a successor registered agent is not being appointed or an
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6 application for reinstatement, the Secretary of State shall not
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7 accept for filing any certificate or articles, or issue any
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8 certificate of good standing, in respect to any domestic limited
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9 liability company or registered series that has ceased to be in good
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10 standing or foreign limited liability company or registered series
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11 that has ceased to be registered, unless or until the domestic
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12 limited liability company or registered series has been reinstated
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13 in good standing or the foreign limited liability company or
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14 registered series has been reinstated as a foreign limited liability
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15 company or registered series duly registered in this state.
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16 F. A domestic limited liability company or registered series
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17 that has ceased to be in good standing or a foreign limited
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18 liability company or registered series that has ceased to be
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19 registered in this state may not maintain any action, suit or
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20 proceeding in any court of this state until the domestic limited
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21 liability company or registered series has been reinstated in good
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22 standing or the foreign limited liability company or registered
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23 series has been reinstated as a foreign limited liability company or
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24 registered series duly registered in this state. An action, suit or
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1 proceeding may not be maintained in any court of this state by any
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2 successor or assignee of the domestic limited liability company or
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3 registered series or foreign limited liability company or registered
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4 series on any right, claim or demand arising out of the transaction
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5 of business by the domestic limited liability company or registered
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6 series after it has ceased to be in good standing or a foreign
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7 limited liability company or registered series that has ceased to be
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8 registered in this state until the domestic limited liability
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9 company or registered series or foreign limited liability company or
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10 registered series, or any person that has acquired all or
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11 substantially all of its assets, has caused the limited liability
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12 company or registered series to be reinstated in good standing or as
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13 a foreign limited liability company or registered series duly
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14 registered in this state, as applicable.
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15 SECTION 4. AMENDATORY 54 O.S. 2021, Section 500-201A, is
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16 amended to read as follows:
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17 Section 500-201A.
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18 FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED
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19 PARTNERSHIP.
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20 (a) In order for a limited partnership to be formed, a
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21 certificate of limited partnership must be delivered to the
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22 Secretary of State for filing. The certificate must state:
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23 (1) the name of the limited partnership, which must comply with
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24 Section 8 500-108A of this act title;
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1 (2) the electronic mail address and the street and mailing
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2 address of the initial designated office and the name, electronic
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3 mail address, and street and mailing address of the initial agent
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4 for service of process;
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5 (3) the name, electronic mail address, and the street and
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6 mailing address of each general partner;
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7 (4) whether the limited partnership is a limited liability
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8 limited partnership;
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9 (5) the term of its duration if the duration is not to be
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10 perpetual; and
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11 (6) any additional information required by Article 11 Sections
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12 500-1101A through 500-1113A of this act title.
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13 (b) A certificate of limited partnership may also contain any
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14 other matters but may not vary or otherwise affect the provisions
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15 specified in subsection (b) of Section 10 500-110A of this act title
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16 in a manner inconsistent with that section.
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17 (c) If there has been substantial compliance with subsection
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18 (a) of this section, subject to subsection (c) of Section 24 500-
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19 206A of this act title, a limited partnership is formed when the
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20 Secretary of State files the certificate of limited partnership.
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21 (d) Subject to subsection (b) of this section, if any provision
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22 of a partnership agreement is inconsistent with the filed
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23 certificate of limited partnership or with a filed statement of
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1 dissociation, cessation, or change or filed articles of conversion
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2 or merger:
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3 (1) the partnership agreement prevails as to partners and
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4 transferees; and
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5 (2) the filed certificate of limited partnership, statement of
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6 dissociation, cessation, or change or articles of conversion or
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7 merger prevail as to persons, other than partners and transferees,
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8 that reasonably rely on the filed record to their detriment.
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9 SECTION 5. AMENDATORY 54 O.S. 2021, Section 500-210A, is
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10 amended to read as follows:
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11 Section 500-210A.
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12 ANNUAL CERTIFICATE FOR SECRETARY OF STATE.
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13 (a) A limited partnership or a foreign limited partnership
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14 authorized to transact business in this state shall deliver to the
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15 Secretary of State for filing an annual certificate that states:
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16 (1) the name of the limited partnership or foreign limited
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17 partnership;
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18 (2) the street, mailing address and electronic mail address of
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19 its designated office and the name, electronic mail address, and
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20 street and mailing address of its agent for service of process in
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21 this state; and
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22 (3) in the case of a foreign limited partnership, the state or
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23 other jurisdiction under whose law the foreign limited partnership
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1 is formed and any fictitious name adopted under subsection (a) of
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2 Section 500-905A of this title.
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3 (b) Information in an annual certificate must be current as of
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4 the date the annual certificate is delivered to the Secretary of
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5 State for filing.
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6 (c) The annual certificate is due on the anniversary date of
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7 the filing of the certificate of limited partnership or certificate
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8 of authority of a foreign limited partnership until cancellation of
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9 the certificate of limited partnership or certificate of authority.
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10 (d) The Secretary of State shall, at least sixty (60) days
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11 before the anniversary date of each year, cause a notice of the
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12 annual certificate to be sent to each domestic limited partnership
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13 and each foreign limited partnership required to comply with the
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14 provisions of this section to the last known electronic mail address
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15 of record with the Secretary of State.
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16 SECTION 6. AMENDATORY 54 O.S. 2021, Section 500-902A, is
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17 amended to read as follows:
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18 Section 500-902A.
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19 APPLICATION FOR CERTIFICATE OF AUTHORITY.
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20 (a) A foreign limited partnership may apply for a certificate
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21 of authority to transact business in this state by delivering an
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22 application to the Secretary of State for filing. The application
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23 must state:
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1 (1) the name of the foreign limited partnership and, if the
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2 name does not comply with Section 8 500-108A of this act title, a
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3 fictitious name adopted pursuant to subsection (a) of Section 79
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4 500-905A of this act. title;
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5 (2) the name of the state or other jurisdiction under whose law
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6 the foreign limited partnership is organized;
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7 (3) the electronic mail address, and the street and mailing
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8 address of the foreign limited partnership's principal office and,
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9 if the laws of the jurisdiction under which the foreign limited
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10 partnership is organized require the foreign limited partnership to
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11 maintain an office in that jurisdiction, the electronic mail
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12 address, and the street and mailing address of the required office;
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13 (4) the name, electronic mail address, and street and mailing
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14 address of the foreign limited partnership's initial agent for
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15 service of process in this state;
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16 (5) a statement that the Secretary of State is appointed the
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17 agent of the foreign limited partnership for service of process if
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18 no agent has been appointed pursuant to paragraph (4) of this
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19 subsection or, if appointed, the agent's authority has been revoked
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20 or if the agent cannot be found or served with the exercise of
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21 reasonable diligence;
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22 (6) the name, electronic mail address, and street and mailing
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23 address of each of the foreign limited partnership's general
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24 partners; and
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1 (7) whether the foreign limited partnership is a foreign
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2 limited liability limited partnership.
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3 (b) A foreign limited partnership shall deliver with the
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4 completed application a certificate of good standing or existence or
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5 a record of similar import signed by the Secretary of State or other
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6 official having custody of the foreign limited partnership's
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7 publicly filed records in the state or other jurisdiction under
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8 whose law the foreign limited partnership is organized.
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9 SECTION 7. This act shall become effective November 1, 2026.
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Req. No. 3549 Page 12Every fact on this page links to its source, starting with the official bill record.