§18-2055.2. Annual certificate for domestic limited liability
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company and registered series and foreign limited liability company.
ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND
FOREIGN LIMITED LIABILITY COMPANY
A. Every domestic limited liability company and every foreign limited liability company registered to do business in this state shall file a certificate each year in the Office of the Secretary of State, which confirms it is an active business and includes its principal place of business address, and shall pay an annual certificate fee of Twenty-five Dollars ($25.00).
B. The annual certificate shall be due on the anniversary date of filing the articles of organization, articles of registered series, or registration, as the case may be, until cancellation of the articles of organization or articles of registered series or withdrawal of the registration.
C. The Secretary of State shall, at least sixty
(60)days before the anniversary date of each year, cause a notice of the annual certificate to be sent to each domestic limited liability company and registered series and each foreign limited liability company and registered series required to comply with the provisions of this section to its last known electronic mail address of record with the Secretary of State.
D. A domestic limited liability company or registered series or foreign limited liability company or registered series that fails to file the annual certificate and pay the annual certificate fee within sixty
(60)days after the date due shall cease to be in good standing as a domestic limited liability company or registered series or registered as a foreign limited liability company or registered series in this state.
E. Except for accepting a resignation of a registered agent when a successor registered agent is not being appointed or an application for reinstatement, the Secretary of State shall not accept for filing any certificate or articles, or issue any certificate of good standing, in respect to any domestic limited liability company or registered series that has ceased to be in good standing or foreign limited liability company or registered series that has ceased to be registered, unless or until the domestic limited liability company or registered series has been reinstated in good standing or the foreign limited liability company or registered series has been reinstated as a foreign limited liability company or registered series duly registered in this state.
F. A domestic limited liability company or registered series that has ceased to be in good standing or a foreign limited liability company or registered series that has ceased to be registered in this state may not maintain any action, suit or proceeding in any court of this state until the domestic limited liability company or registered series has been reinstated in good standing or the foreign limited liability company or registered series has been reinstated as a foreign limited liability company or registered series duly registered in this state.
An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of the domestic limited liability company or registered series or foreign limited liability company or registered series on any right, claim or demand arising out of the transaction of business by the domestic limited liability company or registered series after it has ceased to be in good standing or a foreign limited liability company or registered series that has ceased to be registered in this state until the domestic limited liability company or registered series or foreign limited liability company or registered series, or any person that has acquired all or substantially all of its assets, has caused the limited liability company or registered series to be reinstated in good standing or as a foreign limited liability company or registered series duly registered in this state, as applicable.
Added by Laws 2001, c. 405, § 39, eff. Nov. 1, 2001. Amended by Laws 2006, c. 22, § 1, eff. Nov. 1, 2006; Laws 2008, c. 253, § 31; Laws 2012, c. 245, § 1, eff. Nov. 1, 2012; Laws 2017, c. 323, § 55, eff. Nov. 1, 2017; Laws 2024, c. 121, § 21, eff. Nov. 1, 2024. NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).