1 STATE OF OKLAHOMA
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2 2nd Session of the 59th Legislature (2024)
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3 SENATE BILL 1804 By: Rader
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6 AS INTRODUCED
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7 An Act relating to limited liability companies;
7 amending 18 O.S. 2021, Section 2055.3, which relates
8 to reinstatement of limited liability company;
8 providing exception to personal liability protections
9 for members or managers; updating statutory
9 reference; and 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 2055.3, is
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14 amended to read as follows:
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15 Section 2055.3.
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16 REINSTATEMENT OF A LIMITED LIABILITY COMPANY
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17 A. A domestic limited liability company not in good standing
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18 for failure to file an annual certificate and pay the annual
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19 certificate fees or registered agent fees, including a domestic
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20 limited liability company whose articles of organization have been
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21 canceled under subsection B of Section 2012.1 of Title 18 of the
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22 Oklahoma Statutes this title, or a foreign limited liability company
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23 whose registration was withdrawn for failure to file an annual
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 1 certificate and pay the annual certificate fees or registered agent
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2 fees may apply to the Secretary of State for reinstatement by:
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3 1. Filing all delinquent annual certificates with the Secretary
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4 of State and paying all delinquent annual certificate fees or paying
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5 all delinquent registered agent fees to the Secretary of State; and
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6 2. Filing an application for reinstatement with the Secretary
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7 of State stating its name at the time it ceased to be in good
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8 standing or was withdrawn, the date it ceased to be in good standing
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9 or was withdrawn, and its current name, if its name at the time it
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10 ceased to be in good standing or was withdrawn is no longer
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11 available under Section 2008 or 2045 of Title 18 of the Oklahoma
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12 Statutes this title.
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13 If the Secretary of State determines that the application
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14 contains the required information, the information is correct, all
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15 delinquent certificates or other filings are submitted, all
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16 delinquent fees are paid, and the name satisfies the requirements of
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17 Section 2008 or 2045 of Title 18 of the Oklahoma Statutes this
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18 title, the Secretary of State shall accept the application for
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19 reinstatement and issue a certificate of reinstatement in the manner
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20 provided in Section 2007 of Title 18 of the Oklahoma Statutes this
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21 title for domestic limited liability companies or Section 2044 of
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22 Title 18 of the Oklahoma Statutes this title for foreign limited
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23 liability companies. If the limited liability company is required
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24 to change its name because its name at the time it ceased to be in
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 1 good standing or was withdrawn is no longer available, acceptance of
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2 the reinstatement shall constitute an amendment to the domestic
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3 limited liability company’s articles of organization to change its
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4 name or the adoption of a fictitious name by the foreign limited
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5 liability company, as applicable. The application for reinstatement
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6 may amend the articles of organization of the domestic limited
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7 liability company or the application for registration of the foreign
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8 limited liability company, subject in either case to the payment of
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9 the additional fee required in Section 2055 of Title 18 of the
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10 Oklahoma Statutes this title for amendments; provided, that the
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11 application may not extend the term of a limited liability company
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12 that had expired before the application for reinstatement. For
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13 purposes of this section, a foreign limited liability company
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14 applying for reinstatement is deemed to have done business
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15 continually in the state following the administrative withdrawal.
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16 B. When reinstatement under this section has become effective,
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17 the reinstatement relates back to and takes effect as if the
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18 domestic limited liability company had never ceased to be in good
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19 standing and as if its articles of organization had never been
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20 canceled, or as if the foreign limited liability company’s
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21 registration was never withdrawn.
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22 C. The failure of a domestic limited liability company or
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23 foreign limited liability company to file an annual certificate and
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24 pay an annual certificate fee or a registered agent fee to the
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 1 Secretary of State shall not impair the validity on any contract,
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2 deed, mortgage, security interest, lien or act of the domestic
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3 limited liability company or foreign limited liability company or
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4 prevent the domestic limited liability company or foreign limited
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5 liability company from defending any action, suit or proceeding with
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6 any court of this state.
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7 D. All real and personal property, and all rights and
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8 interests, which belonged to the domestic limited liability company
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9 at the time its articles of organization were canceled or which were
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10 acquired by the limited liability company after cancellation, and
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11 which were not disposed of before its reinstatement, shall be vested
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12 in the limited liability company after its reinstatement as fully as
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13 they were held by the limited liability company at, and after, as
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14 the case may be, the time its articles of organization were
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15 canceled.
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16 E. A member or manager of a domestic limited liability company
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17 or foreign limited liability company is not liable for the debts,
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18 obligations or liabilities of the domestic limited liability company
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19 or foreign limited liability company solely by reason of the failure
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20 of the domestic limited liability company or foreign limited
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21 liability company to file an annual certificate and pay an annual
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22 certificate fee or a registered agent fee to the Secretary of State
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23 or by reason of the domestic limited liability company ceasing to be
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24 in good standing or its articles of organization being canceled or
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 1 the foreign limited liability company ceasing to be duly registered,
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2 unless the member or manager knew or should have known that the
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3 company ceased to be in good standing, that the articles of
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4 organization had been canceled, or that the company ceased to be
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5 duly registered.
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6 SECTION 2. This act shall become effective November 1, 2024.
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8 59-2-2672 TEK 1/17/2024 3:37:15 PM
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