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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 580 By: Hall
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6 AS INTRODUCED
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7 An Act relating to registered agents; amending 18
7 O.S. 2021, Section 1142, which relates to filing
8 fees; transferring duty to collect and enforce
8 registered agent fee to the Secretary of State; and
9 providing an effective date.
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12 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
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13 SECTION 1. AMENDATORY 18 O.S. 2021, Section 1142, is
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14 amended to read as follows:
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15 Section 1142. FILING AND OTHER SERVICE FEES
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16 A. The Secretary of State, for services performed in the Office
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17 of the Secretary of State and for expense of mailing, shall charge
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18 and collect the following fees:
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19 1. For any report, document, or other paper required to be
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20 filed in the Office of the Secretary of State, a fee of Twenty-five
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21 Dollars ($25.00);
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22 2. For reservation of corporate name, a fee of Ten Dollars
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23 ($10.00);
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1 3. For issuing extra copies of any certificate not requiring
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2 any extra filing of papers or documents of any kind, a fee of Ten
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3 Dollars ($10.00);
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4 4. For issuing any other certificate, a fee of Ten Dollars
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5 ($10.00);
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6 5. For receiving a filing or indexing the annual certificate of
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7 a foreign corporation doing business in this state, or both when
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8 filed together, a fee of Ten Dollars ($10.00);
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9 6. For preclearance of any document for filing, a fee of Fifty
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10 Dollars ($50.00);
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11 7. For each service of process made upon and accepted by the
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12 Secretary of State, a fee of Twenty-five Dollars ($25.00);
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13 8. For preparing and providing a report of a record search, a
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14 fee of Five Dollars ($5.00);
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15 9. For filing and issuing certificates of incorporation, the
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16 fee shall be one-tenth of one percent (1/10 of 1%) of the authorized
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17 capital stock of such corporation; provided, that the minimum fee
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18 for any such service shall be Fifty Dollars ($50.00); provided
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19 further, that not-for-profit corporations shall only be required to
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20 pay a fee of Twenty-five Dollars ($25.00);
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21 10. For filing and issuing amended certificates of
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22 incorporation or certificates of restatement, reorganization,
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23 revival, extension or dissolution, the fee shall be Fifty Dollars
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24 ($50.00); provided, however, not-for-profit corporations shall only
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Req. No. 935 Page 2
1 be required to pay a fee of Twenty-five Dollars ($25.00). If an
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2 amendment shall provide for an increase in authorized capital in
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3 excess of Fifty Thousand Dollars ($50,000.00), the filing fee shall
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4 be an amount equal to one-tenth of one percent (1/10 of 1%) of such
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5 increase;
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6 11. For filing and issuing certificates of consolidation, if
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7 the resulting corporation is a domestic corporation, or merger, if
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8 the surviving corporation is a domestic corporation, the fee shall
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9 be One Hundred Dollars ($100.00); provided, however, not-for-profit
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10 corporations shall only be required to pay a fee of Twenty-five
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11 Dollars ($25.00). If the merger or consolidation shall increase the
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12 authorized capital of the surviving or resulting corporation in
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13 excess of Fifty Thousand Dollars ($50,000.00), the filing fee shall
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14 be an amount equal to one-tenth of one percent (1/10 of 1%) of such
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15 increase;
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16 12. For filing and issuing a certificate of conversion,
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17 whenever the resulting corporation is a domestic corporation, the
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18 minimum fee shall be One Hundred Dollars ($100.00); provided,
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19 however, if the certificate of incorporation of the resulting
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20 corporation authorizes capital stock in excess of Fifty Thousand
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21 Dollars ($50,000.00), the filing fee shall be an amount equal to
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22 one-tenth of one percent (1/10 of 1%) of such authorized capital.
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23 If the resulting domestic corporation is not for profit, it shall
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24 only be required to pay a fee of Fifty Dollars ($50.00);
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1 13. For issuing a certificate to a foreign corporation to do
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2 business in this state, and filing a certificate and statement of
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3 such corporation required pursuant to the provisions of Section 1130
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4 of this title, the fee shall be one-tenth of one percent (1/10 of
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5 1%) of the maximum amount of capital invested by such corporation in
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6 the state at any time during the fiscal year such certificate is
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7 issued to any such foreign corporation; provided, that the minimum
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8 fee for any such service shall be Three Hundred Dollars ($300.00);
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9 provided further, that no such corporation shall be required to pay
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10 a fee on an amount in excess of its authorized capital;
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11 14. For amended certificate of qualification of a foreign
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12 corporation, a fee of Two Hundred Dollars ($200.00); provided,
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13 however, for a certificate solely reflecting a change of mailing
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14 address, a fee of Ten Dollars ($10.00);
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15 15. For filing a certificate of consolidation, if the resulting
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16 corporation is a foreign corporation, or merger, if the surviving
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17 corporation is a foreign corporation, the fee shall be One Hundred
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18 Dollars ($100.00);
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19 16. For filing a certificate of withdrawal of a foreign
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20 corporation doing business in this state, a fee of One Hundred
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21 Dollars ($100.00);
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22 17. Every foreign corporation on the anniversary of its
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23 qualification in this state each year, shall cause to be filed with
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24 the Secretary of State a certificate of its president, vice-
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1 president or other managing officers, in which shall be stated and
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2 shown the maximum amount of capital the corporation had invested in
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3 the state at any time subsequent to the issuance to it of a
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4 certificate to do business in this state and the amount of capital
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5 previously paid upon. If the amount of capital so invested as shown
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6 by said certificate exceeds the amount formerly paid upon, the
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7 corporation, at the time of filing said certificate, shall pay to
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8 the Secretary of State an additional fee equal to one-tenth of one
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9 percent (1/10 of 1%) of the amount of such excess capital so
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10 invested by the corporation in the state; provided, that no such
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11 corporation shall be required to pay a filing fee on an amount in
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12 excess of its authorized capital, or to file the certificate
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13 provided for in this paragraph after it shall have paid a filing fee
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14 on its total authorized capitalization;
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15 18. For acting as the registered agent, a fee of One Hundred
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16 Dollars ($100.00) payable on the first day of July each year, and if
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17 not paid before the next ensuing September 1st, the Oklahoma Tax
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18 Commission Secretary of State shall suspend and forfeit the charter
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19 of the delinquent corporation pursuant to the procedures prescribed
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20 in Section 1212 of Title 68 of the Oklahoma Statutes. The Tax
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21 Commission Secretary of State shall collect and audit the registered
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22 agent fee authorized pursuant to this paragraph in conjunction with
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23 the collection and audit of franchise taxes as provided for in
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24 Sections 1201 through 1214 of Title 68 of the Oklahoma Statutes.
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1 All monies received by the Tax Commission Secretary of State
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2 pursuant to the provisions of this paragraph shall be paid to the
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3 State Treasurer for deposit in the General Revenue Fund;
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4 19. For filing a change of address for any individual,
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5 corporation, limited liability company or limited partnership
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6 designated by a corporation as its registered agent for service of
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7 process, or for the change of name or the resignation of a
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8 registered agent, a fee of Twenty-five Dollars ($25.00), for the
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9 first forty corporations and Five Dollars ($5.00) for each
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10 additional corporation within any bulk filing; and
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11 20. For any response by means of telecommunications to
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12 inquiries regarding information required to be maintained by the
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13 Secretary of State, a fee of Five Dollars ($5.00), unless otherwise
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14 provided. Fees collected pursuant to this paragraph shall be
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15 deposited in the Revolving Fund for the Office of the Secretary of
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16 State.
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17 B. Except as otherwise provided by law, fees paid to the
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18 Secretary of State in accordance with the provisions of the Oklahoma
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19 General Corporation Act shall be properly accounted for and shall be
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20 paid monthly to the State Treasurer for deposit in the General
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21 Revenue Fund.
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22 C. For any certificate supplied by the county clerk, such clerk
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23 shall receive a fee of One Dollar ($1.00). Such fees shall be
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24 properly accounted for and shall be paid into the county treasury in
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1 the same manner as other fees collected by the county clerk for the
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2 filing and recording of mortgages and deeds.
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3 D. In any court proceeding pursuant to the provisions of the
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4 Oklahoma General Corporation Act requiring the filing of any decree,
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5 order, report or other document in the Office of the Secretary of
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6 State or in the office of any county clerk, in addition to the usual
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7 court costs and the costs for filing in the office of the clerk of
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8 the court, fees equal to the amounts provided for in this section
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9 for such required filing shall be collected as costs in such
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10 proceedings and such amount shall be forwarded to the Secretary of
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11 State and the county clerk with the papers to be filed.
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12 E. The provisions contained in this section relating to the
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13 payment of incorporation fees by foreign corporations are not
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14 intended and shall not be construed to relieve such corporations,
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15 where applicable, of the payment of the annual corporate franchise
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16 tax to the Tax Commission.
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17 F. For the purposes of computing the fees to be collected by
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18 the Secretary of State pursuant to the provisions of this section,
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19 each share without par value shall be treated the same as a share
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20 with a par value of Fifty Dollars ($50.00), and the fees thereon
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21 shall be collected accordingly.
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22 G. Payments for any required fees except as otherwise provided
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23 by law may be made as follows:
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1 1. By the applicant's personal or company check, cash, or money
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2 order; or
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3 2. By a nationally recognized credit card issued to the
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4 applicant. The Secretary of State may add a convenience fee, not to
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5 exceed four percent (4%) of the amount of such payment for services
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6 provided through telephonic or electronic media. For purposes of
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7 this paragraph, "nationally recognized credit card" means any
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8 instrument or device, whether known as a credit card, credit plate,
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9 charge plate, or by any other name, issued with or without fee by an
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10 issuer for the use of the cardholder in obtaining goods, services,
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11 or anything else of value on credit which is accepted by over one
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12 thousand merchants in this state. The Secretary of State shall
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13 determine which nationally recognized credit cards will be accepted;
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14 provided, however, the Secretary of State must ensure that no loss
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15 of state revenue will occur by the use of such card. The
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16 convenience fee collected pursuant to this paragraph shall be
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17 credited to the Revolving Fund for the Office of the Secretary of
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18 State, as established in Section 276.1 of Title 62 of the Oklahoma
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19 Statutes.
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20 SECTION 2. This act shall become effective November 1, 2025.
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22 60-1-935 QD 1/19/2025 5:39:09 AM
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Req. No. 935 Page 8Every fact on this page links to its source, starting with the official bill record.