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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 476 By: Rader
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5 AS INTRODUCED
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6 An Act relating to limited liability companies and
6 registered series; amending 18 O.S. 2021, Section
7 2055.3, as amended by Section 22, Chapter 121, O.S.L.
7 2024 (18 O.S. Supp. 2024, Section 2055.3), which
8 relates to reinstatement of limited liability company
8 or registered series; providing exception to personal
9 liability protections for members or managers;
9 updating statutory reference; and providing an
10 effective date.
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13 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
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14 SECTION 1. AMENDATORY 18 O.S. 2021, Section 2055.3, as
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15 amended by Section 22, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2024,
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16 Section 2055.3), is amended to read as follows:
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17 Section 2055.3.
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18 REINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES
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19 A. A domestic limited liability company or registered series
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20 not in good standing for failure to file an annual certificate and
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21 pay the annual certificate fees or registered agent fees, including
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22 a domestic limited liability company or registered series whose
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23 articles of organization or registered series have been canceled
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24 under subsection B of Section 2012.1 of this title, or a foreign
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1 limited liability company or registered series whose registration
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2 was withdrawn for failure to file an annual certificate and pay the
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3 annual certificate fees or registered agent fees may apply to the
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4 Secretary of State for reinstatement by:
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5 1. Filing all delinquent annual certificates with the Secretary
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6 of State and paying all delinquent annual certificate fees or paying
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7 all delinquent registered agent fees to the Secretary of State; and
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8 2. Filing an application for reinstatement with the Secretary
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9 of State stating its name at the time it ceased to be in good
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10 standing or was withdrawn, the date it ceased to be in good standing
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11 or was withdrawn, and its current name, if its name at the time it
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12 ceased to be in good standing or was withdrawn is no longer
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13 available under Section 2008 or 2045 of this title.
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14 If the Secretary of State determines that the application
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15 contains the required information, the information is correct, all
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16 delinquent certificates or other filings are submitted, all
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17 delinquent fees are paid, and the name satisfies the requirements of
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18 Section 2008 or 2045 of this title, the Secretary of State shall
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19 accept the application for reinstatement and issue a certificate of
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20 reinstatement in the manner provided in Section 2007 of this title
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21 for domestic limited liability companies, Section 14 2054.5 of this
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22 act title for domestic registered series, or Section 2044 of this
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23 title for foreign limited liability companies or foreign registered
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24 series. If the limited liability company or registered series is
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1 required to change its name because its name at the time it ceased
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2 to be in good standing or was withdrawn is no longer available,
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3 acceptance of the reinstatement shall constitute an amendment to the
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4 domestic limited liability company's articles of organization or the
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5 domestic registered series' articles of registered series to change
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6 its name or the adoption of a fictitious name by the foreign limited
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7 liability company or registered series, as applicable. The
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8 application for reinstatement may amend the articles of organization
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9 of the domestic limited liability company or the articles of
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10 registered series of the registered series or the application for
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11 registration of the foreign limited liability company or registered
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12 series, subject in either case to the payment of the additional fee
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13 required in Section 2055 of this title for amendments; provided,
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14 that the application may not extend the term of a limited liability
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15 company or registered series that had expired before the application
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16 for reinstatement. For purposes of this section, a foreign limited
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17 liability company or registered series applying for reinstatement is
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18 deemed to have done business continually in the state following the
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19 administrative withdrawal.
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20 B. When reinstatement under this section has become effective,
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21 the reinstatement relates back to and takes effect as if the
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22 domestic limited liability company or registered series had never
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23 ceased to be in good standing and as if its articles of organization
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24 or articles of registered series, as the case may be, had never been
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1 canceled, or as if the foreign limited liability or registered
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2 series registration was never withdrawn.
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3 C. The failure of a domestic limited liability company or
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4 registered series or foreign limited liability company or registered
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5 series to file an annual certificate and pay an annual certificate
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6 fee or a registered agent fee to the Secretary of State shall not
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7 impair the validity on any contract, deed, mortgage, security
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8 interest, lien or act of the domestic limited liability company or
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9 registered series or foreign limited liability company or registered
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10 series or prevent the domestic limited liability company or
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11 registered series or foreign limited liability company or registered
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12 series from defending any action, suit, or proceeding with any court
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13 of this state.
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14 D. All real and personal property, and all rights and
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15 interests, which belonged to the domestic limited liability company
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16 or registered series at the time its articles of organization or
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17 articles of registered series, as the case may be, were canceled or
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18 which were acquired by the limited liability company or registered
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19 series after cancellation, and which were not disposed of before its
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20 reinstatement, shall be vested in the limited liability company or
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21 registered series after its reinstatement as fully as they were held
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22 by the limited liability company or registered series at, and after,
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23 as the case may be, the time its articles of organization or
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24 articles of registered series were canceled.
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1 E. A member or manager of a domestic limited liability company
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2 or registered series or foreign limited liability company or
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3 registered series is not liable for the debts, obligations, or
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4 liabilities of the domestic limited liability company or registered
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5 series or foreign limited liability company or registered series
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6 solely by reason of the failure of the domestic limited liability
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7 company or registered series or foreign limited liability company or
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8 registered series to file an annual certificate and pay an annual
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9 certificate fee or a registered agent fee to the Secretary of State
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10 or by reason of the domestic limited liability company or registered
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11 series ceasing to be in good standing or its articles of
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12 organization or articles of registered series being canceled or the
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13 foreign limited liability company or registered series ceasing to be
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14 duly registered, unless the member or manager knew or should have
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15 known that the company ceased to be in good standing, that the
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16 articles of organization had been canceled, or that the company
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17 ceased to be duly registered, and the limited liability company or
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18 registered series does not have sufficient net assets to cover the
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19 obligations at the time the member or manager bound the company to
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20 the liability.
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21 SECTION 2. This act shall become effective November 1, 2025.
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23 60-1-1273 QD 1/19/2025 5:37:09 AM
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Req. No. 1273 Page 5Every fact on this page links to its source, starting with the official bill record.