Oklahoma House Bill HB2158 Comm Sub / Bill

                     
 
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STATE OF OKLAHOMA 
 
1st Session of the 60th Legislature (2025) 
 
COMMITTEE SUBSTITUTE 
FOR 
HOUSE BILL NO. 2158 	By: Dobrinski 
 
 
 
 
 
COMMITTEE SUBSTITUTE 
 
An Act relating to motor vehicles; amending 47 O.S. 
2021, Section 562, as last amended by Section 2, 
Chapter 240, O.S.L. 2024 (47 O.S. Supp. 2024, Section 
562), which relates to definitions; modifying 
definitions; defining terms; amending 47 O.S. 2021, 
Section 564, as last amended by Section 4, Chapter 
240, O.S.L. 2024 (47 O.S. Supp. 2024, Section 564) , 
which relates to licenses; modifying list of entities 
requiring licensure; deleting certain exception; 
prohibiting factories from engaging in activities of 
a dealer; amending Section 1, Chapter 29, O.S.L. 2023 
(47 O.S. Supp. 2024, Section 564.3), which r elates to 
dealer management system providers; modifying 
definition; requiring certain commercially reasonable 
data security standards; modifying entities not 
liable for certain actions; modifying entities 
required to provide certain indemnification; 
prohibiting certain actions by certain entities; 
providing meaning for certain term; authorizing 
certain charges; amending 47 O.S. 2021, Section 565, 
as last amended by Section 7, Chapter 240, O.S.L. 
2024 (47 O.S. Supp. 2024, Section 565), which relates 
to the denial, revocation, or suspension of license; 
modifying reasons for which a license may be denied, 
revoked, or suspended; requiring certain factory 
compliance; modifying certain factory compliance; 
removing language requiring certain dealer 
compliance; and providing an effective date. 
 
 
 
 
   
 
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BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA: 
SECTION 1.     AMENDATORY     47 O.S. 2021, Section 562, as last 
amended by Section 2, Chapter 240, O.S.L. 2024 (47 O.S. Supp. 2024, 
Section 562), is amended to read as follows: 
Section 562. The following words, terms, and phrases, when used 
in Sections 561 through 567, 572, 578.1, 579, and 579.1 of this 
title, shall have the meanings respectively ascribed to them in this 
section, except where t he context clearly indicates a different 
meaning: 
1.  "Motor vehicle" means any motor-driven vehicle required to 
be registered under the Oklahoma Vehicle License and Registration 
Act.  The term motor vehicle does not include: 
a. recreational vehicles, as d efined in the Recreational 
Vehicle Franchise Act, or 
b. powersport vehicles; 
2.  "New motor vehicle dealer " means any person, firm, 
association, corporation, or trust not excluded by this paragraph 
who sells, offers for sale, advertises to sell, receives deposits 
for vehicles, leases, or displays new motor vehicles and holds a 
bona fide contract or franchise in effect with a manufacturer or 
distributor authorized by the manufacturer to make predelivery 
preparation of such vehicles sold to purchasers and to perform post-
sale work pursuant to the manufacturer 's or distributor's warranty.  
As used herein, "authorized predelivery preparation " means the   
 
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rendition by the dealer of services and safety adjustments on each 
new motor vehicle in accordance with the pro cedure and safety 
standards required by the manufacturer of the vehicle to be made 
before its delivery to the purchaser.  "Performance of authorized 
post-sale work pursuant to the warranty ", as used herein, means the 
rendition of services which are require d by the terms of the 
warranty that stands extended to the vehicle at the time of its sale 
and are to be made in accordance with the safety standards 
prescribed by the manufacturer.  The term includes premises or 
facilities at which a person engages only i n the repair of motor 
vehicles if repairs are performed pursuant to the terms of a 
franchise and motor vehicle manufacturer 's warranty.  For the 
purpose of Sections 561 through 567, 572, 578.1, 579, and 579.1 of 
this title, the terms new motor vehicle deal er and "new motor 
vehicle dealership" shall be synonymous.  The term new motor vehicle 
dealer does not include: 
a. receivers, trustees, administrators, executors, 
guardians, or other persons appointed by or acting 
under judgment or order of any court, 
b. public officers while performing or in operation of 
their duties, 
c. employees of persons, corporations, or associations 
enumerated in subparagraph a of this paragraph when   
 
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engaged in the specific performance of their duties as 
such employees, or 
d. a powersports vehicle dealer; 
3.  "Motor vehicle salesperson " means any person, resident or 
nonresident, who, for gain or compensation of any kind, either 
directly or indirectly, regularly or occasionally, by any form of 
agreement or arrangement, sells or negotia tes for the sale, lease, 
or conveyance or arranges the financing of any new motor vehicle or 
powersports vehicle as an employee for any new motor vehicle dealer 
or powersports dealer to any one or more third parties; 
4.  "Commission" means the Oklahoma New Motor Vehicle 
Commission; 
5.  "Manufacturer" means any person, firm, association, 
corporation, or partnership, trust, joint venture, or common entity 
thereof, resident or nonresident, that manufactures or assembles new 
and unused motor vehicles or new and unused powersport vehicles or 
that engages in the fabrication or assembly of motorized vehicles of 
a type required to be registered in this state; 
6.  "Distributor" means any person, firm, association, 
corporation, or partnership, trust, joint venture, or common entity 
thereof, resident or nonresident, that, being authorized by the 
original manufacturer, in whole or in part sells or distributes new 
and unused motor vehicles to new motor vehicle dealers or powersport 
dealers, or that maintains distributor r epresentatives;   
 
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7.  "Factory branch" means any branch office maintained by a 
person, firm, association, corporation, or partnership, trust, joint 
venture, or common entity thereof that manufactures or assembles 
motor vehicles or powersport vehicles for the sale of motor vehicles 
or powersport vehicles to distributors, or for the sale of motor 
vehicles to new motor vehicle dealers, or for the sale of powersport 
vehicles to new powersport vehicle dealers, or for directing or 
supervising, in whole or in part, its representatives; 
8.  "Distributor branch" means any branch office similarly 
maintained by a distributor for the same purposes a factory branch 
is maintained; 
9.  "Factory representative " means any officer or agent engaged 
as a representative of a manuf acturer of motor vehicles or 
powersport vehicles or by a factory branch, for the purpose of 
making or promoting the sale of its motor vehicles or powersport 
vehicles, or for supervising or contacting its dealers or 
prospective dealers; 
10.  "Distributor representative" means any person, firm, 
association, corporation, or partnership, trust, joint venture, or 
common entity thereof, and each officer and employee thereof engaged 
as a representative of a distributor or distributor branch of motor 
vehicles or powersport vehicles, for the purpose of making or 
promoting the sale of its motor vehicles or powersport vehicles, or 
for supervising or contacting its dealers or prospective dealers;   
 
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11.  "Franchise" means any contract or agreement between a new 
motor vehicle dealer or a powersports vehicle dealer and a 
manufacturer of a new motor vehicle or powersports vehicle or its 
distributor or factory branch by which the new motor vehicle dealer 
or new powersports vehicle dealer is authorized to engage in the 
activities of a new motor vehicle dealer or new powersports vehicle 
dealer as defined by this section; 
12.  "New or unused motor vehicle " means a vehicle which is in 
the possession of the manufacturer or distributor or has been sold 
only to the holder of a valid fr anchise granted by the manufacturer 
or distributor for the sale of that make of new vehicle so long as 
the manufacturer's statement of origin has not been assigned to 
anyone other than a licensed franchised new motor vehicle dealer of 
the same line-make; 
13.  "Area of responsibility " means the geographical area, as 
designated by the manufacturer, factory branch, factory 
representative, distributor, distributor branch, or distributor 
representative, in which the new motor vehicle dealer or powersports 
dealer is held responsible for the promotion and development of 
sales and rendering of service for the make of motor vehicle or 
powersports vehicle for which the new motor vehicle dealer or new 
powersports vehicle dealer holds a franchise or selling agreement;   
 
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14.  "Off premises" means at a location other than the address 
designated on the new motor vehicle dealer 's or new powersports 
vehicle dealer's license; 
15.  "Sponsoring entity" means any person, firm, association, 
corporation, or trust which has control, e ither permanently or 
temporarily, over the real property upon which the off -premises sale 
or display is conducted; 
16.  "Product" means new motor vehicles and new motor vehicle 
parts or new powersports vehicle and new powersports vehicle parts; 
17.  "Service" means motor vehicle or powersports vehicle 
warranty repairs including both parts and labor; 
18.  "Lead" means a consumer contact in response to a factory 
program designed to generate interest in purchasing or leasing a new 
motor vehicle or new powerspo rts vehicle; 
19.  "Sell" or "sale" means to sell or lease; 
20.  "Factory" means a manufacturer, distributor, factory 
branch, distributor branch ,; or any common entity of a manufacturer, 
distributor, factory branch or distributor branch; or factory 
representative, or distributor representative, which manufactures or 
distributes vehicle products; 
21.  "Powersports vehicle" means any new or unused motorcycles, 
scooters, mopeds, all -terrain vehicles, and utility vehicles 
required to be registered under the Okla homa Vehicle License and 
Registration Act, with the exception of all -terrain vehicles,   
 
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utility vehicles, and motorcycles used exclusively for off -road use 
which are sold by a retail implement dealer; 
22.  "Powersports vehicle dealer " means any person, firm , or 
corporation, resident or nonresident, that is in the business of 
selling any new powersports vehicles except for retail implement 
dealers; 
23.  "Retail implement dealer " means a business engaged 
primarily in the sale of farm tractors as defined in Sec tion 1-118 
of this title or implements of husbandry as defined in Section 1 -125 
of this title or a combination thereof and is exempt from licensing 
by the Commission for the sale of all -terrain vehicles, utility 
vehicles, and motorcycles used exclusively f or off-road use; 
24.  "Consumer data" means nonpublic personal information as 
defined in 15 U.S.C., Section 6809(4) as it existed on January 1, 
2023, that is: 
a. collected by a new motor vehicle dealer, and 
b. provided by the new motor vehicle dealer direc tly to a 
manufacturer or third party acting on behalf of a 
manufacturer. 
The term shall not include the same or similar data obtained by 
a manufacturer from any source other than the new motor vehicle 
dealer or new motor vehicle dealer 's data management sy stem; and 
25.  "Fleet vehicle" means a new motor vehicle sold and titled 
or registered to a business and used for business purposes only ; and   
 
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26. a. "Common entity" means any person, firm, association, 
corporation, partnership, trust, or joint venture: 
(1) which is directly or indirectly controlled by or 
has more than thirty percent (30%) of its equity 
interest directly or indirectly owned, 
beneficially or of record, through any form of 
ownership structure, by a factory, manufacturer; 
manufacturer branch; d istributor; or distributor 
branch, or 
(2) which has more than thirty percent (30%) of its 
equity interest directly or indirectly controlled 
or owned, beneficially or of record, through any 
form of ownership structure, by one or more 
persons who also direct ly or indirectly control 
or own, beneficially or of record, more than 
thirty percent (30%) of the equity interests of a 
factory, manufacturer; manufacturer branch; 
distributor; or distributor branch . 
b. Notwithstanding subdivision (1) or (2) of subparagrap h 
a of this paragraph, an entity that would otherwise be 
considered a common entity of a distributor under 
subdivision (1) or (2) of subparagraph a of this 
paragraph because of its relation to a distributor is 
not considered a common entity of that distrib utor if:   
 
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(1) the distributor to which the entity is related 
was a licensed distributor on March 1, 2025, 
(2) the entity is not a common entity of a 
manufacturer or an importer, and 
(3) the distributor to which the entity is related is 
not, and has never be en, a common entity of a 
manufacturer or an importer . 
SECTION 2.     AMENDATORY     47 O.S. 2021, Section 564, as last 
amended by Section 4, Chapter 240, O.S.L. 2024 (47 O.S. Supp. 2024, 
Section 564), is amended to read as follows: 
Section 564. A.  It shall be unlawful for any person, firm, 
association, corporation, or partnership, trust, joint venture, or 
common entity thereof, to engage in business as, or serve in the 
capacity of, or act as a new motor vehicle dealer, powersports 
dealer, or manufacturer or distributor of new motor vehicles or 
powersports vehicles, or factory branch, distributor branch or 
factory representative or distributor representative, as defined in 
Section 562 of this title, in this state without first obtaining a 
license therefor as provided for by law.  Any person, firm, 
association, corporation, or partnership, trust, joint venture, or 
common entity thereof, engaging in more than one of such capacities 
or having more than one place where such business is carried on or 
conducted in this state shall be required to obtain and hold a 
current license for each thereof.  Provided that, a new motor   
 
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vehicle dealer's license shall authorize one person to sell in the 
event such person shall be the owner of a proprietorship, or the 
person designated as principal in the dealer 's franchise or the 
managing officer or one partner if no principal person is named in 
the franchise.  It is further provided that a factory or an entity 
affiliated by any ownership or control by the facto ry shall not be 
permitted engage in the activities of a dealer as defined in 
paragraph 2 of Section 562 of this title or to be licensed as a new 
motor vehicle dealer in this state, except as provided by 
subparagraph b of paragraph 12 of Section 565 of this title. 
B.  Applications for licenses required to be obtained under the 
provisions of Section 561 et seq. of this title shall be verified by 
the oath or affirmation of the applicant and shall be on forms 
prescribed by the Oklahoma New Motor Vehicle Commiss ion and 
furnished to the applicants, and shall contain information as the 
Commission deems necessary to enable it to fully determine the 
qualifications and eligibility of the several applicants to receive 
the license or licenses applied for.  The Commissio n shall require 
in such application, or otherwise, information relating to the 
applicant's current financial standing, the applicant 's business 
integrity, whether the applicant has an established place of 
business and is primarily engaged in the pursuit, a vocation, or 
business for which a license, or licenses, are applied for, and 
whether the applicant is able to properly conduct the business for   
 
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which a license, or licenses, are applied for, and such other 
pertinent information consistent with the safeguar ding of the public 
interest and the public welfare.  All applications for license or 
licenses shall be accompanied by the appropriate fee or fees 
therefor in accordance with the schedule thereof hereinafter set 
out.  In the event any application is denied and the license applied 
for is not issued, the entire license fee shall be returned to the 
applicant.  All licenses issued under the provisions of Section 561 
et seq. of this title shall expire on June 30, following the date of 
issue and shall be nontransf erable.  All applications for renewal of 
a license for a new motor vehicle dealer, powersports dealer, 
manufacturer, distributor, or manufacturer 's or distributor's 
representative shall be submitted by June 1 of each year, and such 
license or licenses will be issued by July 1.  If applications have 
not been made for renewal of licenses at the times described in this 
subsection, it shall be illegal for any person to represent himself 
or herself and act as a dealer, manufacturer, distributor, or 
manufacturer's or distributor's representative.  Service Oklahoma 
and licensed operators will be notified not to accept such dealers ' 
titles until such time as licenses have been issued by the 
Commission. 
C.  The schedule of license fees to be charged and received by 
the Commission for the licenses issued hereunder shall be as 
follows:   
 
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1.  For each factory branch or distributor branch, Four Hundred 
Dollars ($400.00) initial fee with annual renewal fee of Three 
Hundred Dollars ($300.00); 
2.  For each manufacturer or dist ributor of new motor vehicles 
or new powersport vehicles, Four Hundred Dollars ($400.00) initial 
fee with annual renewal fee of Three Hundred Dollars ($300.00); 
3.  For each factory representative or distributor 
representative, One Hundred Dollars ($100.00 ) annually; 
4.  For each new motor vehicle dealer, except powersports 
vehicle dealers, initial fee of Three Hundred Dollars ($300.00) per 
franchise sold at each location licensed, with an annual renewal fee 
of One Hundred Dollars ($100.00) per franchise so ld at each location 
licensed per year; and 
5.  For each powersports vehicle dealer, initial fee of Three 
Hundred Dollars ($300.00) per manufacturer represented by the dealer 
at each location licensed, with an annual renewal fee of One Hundred 
Dollars ($100.00) per manufacturer represented by the dealer at each 
location licensed per year. 
D.  The licenses issued to each new motor vehicle dealer, new 
powersports vehicle dealer, manufacturer, distributor, factory 
branch, or distributor branch shall specify the location of the 
factory, office, or branch thereof.  In case such location is 
changed, the Commission may endorse the change of location on the 
license without charge unless the change of address triggers a   
 
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relocation of a new motor vehicle dealer or new powersports vehicle 
dealer pursuant to the provisions of Section 578.1 of this title.  
The licenses of each new vehicle dealer shall be posted in a 
conspicuous place in the dealer 's place or places of business. 
Every motor vehicle factory representative or distributor 
representative shall physically possess the license when engaged in 
business and shall display such upon request.  The name of the 
employer of such factory representative or distributor 
representative shall be stated on the license. 
E.  The new powersports dealer license shall only allow the sale 
of the specific types of powersports vehicles authorized by the 
manufacturer and agreed to by the powersports dealer. 
SECTION 3.     AMENDATORY     Section 1, Chapter 29, O.S.L. 2023 
(47 O.S. Supp. 2024, Section 564.3), is amended to read as follows: 
Section 564.3. A.  As used in this section: 
1.  "Access fee" means a requirement to pay money for access to 
protected dealer data that is in addition to an amount specified in 
a written and executed contract for goods and services ; 
2.  "Authorized integrator " means a person who a dealer has a 
contractual relationship with or the dealer otherwise gives express 
written authorization to have access to protected dealer data stored 
on a dealer data system or to write protected dealer data to the 
dealer data system for the purpose of performing a specific function 
for the dealer;   
 
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3.  "Dealer data system" means software, hardware, or firmware 
that a dealer leases or rents from a dealer management system 
provider for the purpose of storing protected dealer data; 
4.  "Dealer management system provider " means a person who, for 
compensation, maintains and provides access to a dealer data system 
in which a dealer stores protected dealer data; 
5.  "Protected dealer data" means: 
a. consumer data that a dealer generated or that the 
consumer provided to the dealer that is not otherwise 
publicly available and the consumer has not otherwise 
provided consent or acknowledgment to share the 
information, and 
b. any other dealer data in connection with the dealer 's 
daily business operations in which a dealer has rights 
in a dealer data system; and 
6.  Authorized integrator and dealer management system provider 
do not include: 
a. a manufacturer, distributor, importer , factory or any 
entity that is a subsidiary or affiliate of, or acts 
on behalf of, a manufacturer, distributor, or importer 
factory, or 
b. a governmental body or other person that is acting in 
accordance with federal, state, or local law, or a 
valid court order.   
 
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B.  A dealer management system provider may: 
1.  Condition access and ability of a dealer or authorized 
integrator to receive, share, copy, use, write, or transmit 
protected dealer data from or to a dealer data system on the 
dealer's or authorized integrator's compliance with commercially 
reasonable data security standards; 
2.  Require an authorized integrator to have express written 
authorization from a dealer before allowing the authorized 
integrator to gain access to, receive, share, copy, use, o r transmit 
protected dealer data; and 
3.  Deny access to a dealer data system to a dealer if the 
dealer fails to pay an amount due to the dealer management system 
provider under a lease, contract, or other agreement concerning the 
dealer's access to or use of the dealer data system. 
C.  Except as provided in subsection B of this section, a dealer 
management system provider shall not take any action that would 
limit or prohibit the ability of a dealer or an authorized 
integrator to receive, protect, store, c opy, share, or use protected 
dealer data using means that include, but are not limited to: 
1.  Imposing an access fee on a dealer or authorized integrator; 
and 
2.  Restricting a dealer or an authorized integrator from 
sharing protected dealer data or writi ng data or having access to a   
 
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dealer data system.  Prohibited restrictions pursuant to this 
paragraph include, but are not limited to: 
a. limits on the scope or nature of protected dealer data 
to which a dealer or authorized integrator has access 
or may share or write to a dealer data system, and 
b. a requirement for a dealer or authorized integrator to 
provide sensitive or confidential business information 
or information that a dealer or authorized integrator 
uses for competitive purposes in return for acc ess to 
protected dealer data or an authorization to share or 
write protected dealer data to a dealer data system. 
D.  Except as otherwise provided in this section, any term or 
condition of a contract with a dealer management system provider 
that conflicts with the requirements set forth in subsection C of 
this section is void and unenforceable to the extent of the 
conflict. 
E.  An authorized integrator shall: 
1.  Obtain express written authorization from a dealer before 
gaining access to, receiving, sharing , copying, using, writing, or 
transmitting protected dealer data; 
2.  Comply with security standards in gaining access to, 
receiving, sharing, copying, using, writing, or transmitting 
protected dealer data; and   
 
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3.  Allow a dealer to withdraw, revoke, or am end any express 
written authorization the dealer provides under paragraph 1 of this 
subsection: 
a. at the sole discretion of the dealer, if the dealer 
gives a thirty-day prior notice to an authorized 
integrator, or 
b. immediately, for good cause. 
F.  1.  This section does not prevent a dealer, a dealer 
management system provider, or an authorized integrator from 
discharging the obligations of a dealer, dealer management system 
provider, or of an authorized integrator under federal, state, or 
local law to secure and prevent unauthorized access to protected 
dealer data, or from limiting the scope of the obligations, in 
accordance with federal, state, or local law. 
2.  A dealer management system provider is not liable for any 
action that a dealer takes directly with respect to securing or 
preventing unauthorized access to protected dealer data, or for 
actions that an authorized integrator takes in appropriately 
following the written instructions of the dealer for securing or 
preventing unauthorized access to pro tected dealer data, to the 
extent that the actions prevent the dealer management system 
provider from meeting a legal obligation to secure or prevent 
unauthorized access to protected dealer data.   
 
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3.  A dealer is not liable for any action that an authorized 
integrator takes directly with respect to securing or preventing 
unauthorized access to protected dealer data, or for actions that 
the authorized integrator takes in appropriately following the 
written instructions of the dealer for securing or preventing 
unauthorized access to protected dealer data, to the extent that the 
actions prevent the dealer from meeting a legal obligation to secure 
or prevent unauthorized access to protected dealer data. 
4.  An authorized integrator is not liable for any action th at a 
dealer takes directly with respect to securing or preventing 
unauthorized access to protected dealer data, or for actions that 
the dealer takes in appropriately following the written instructions 
of the authorized integrator for securing or preventing unauthorized 
access to protected dealer data, to the extent that the actions 
prevent the authorized integrator from meeting a legal obligation to 
secure or prevent unauthorized access to protected dealer data. 
5.  A manufacturer, distributor, importer, factory or any entity 
that is a subsidiary or affiliate of, or acts on behalf of, a 
manufacturer, distributor, or importer factory is not liable for any 
action that a dealer, dealer management system provider, authorized 
integrator, or other third party, exc ept for a third party who the 
manufacturer has provided the data to as provided for in paragraph 7 
of this subsection, takes directly with respect to securing or 
preventing unauthorized access to protected dealer data or for   
 
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actions that an authorized inte grator, dealer management system 
provider, or other third party takes in appropriately following the 
written instructions of the dealer for securing or preventing 
unauthorized access to protected dealer data. 
6.  Notwithstanding any other agreement, an aut horized 
integrator shall indemnify and hold the new motor vehicle dealer 
harmless from any third -party claims asserted against or damages 
incurred by the new motor vehicle dealer to the extent caused by 
access to, use of, or disclosure of consumer data in violation of 
this section. 
7.  Notwithstanding any other agreement, a manufacturer, 
distributor, importer, factory or any entity that is a subsidiary or 
affiliate of, or acts on behalf of, a manufacturer, distributor, or 
importer factory shall indemnify the dealer for any third -party 
claims asserted against or damages incurred by the dealer to the 
extent the claims or damages are caused by the access to and 
unlawful disclosure of protected dealer data resulting from a breach 
caused by the manufacturer or di stributor or a third party to which 
the manufacturer or distributor has provided the protected dealer 
data in violation of this section, the written consent granted by 
the dealer, or other applicable state or federal law. 
G.  A factory or entity that acts on behalf of, a factory may 
not prohibit an Authorized Integrator that has satisfied or is 
compliant with commercially reasonable data security standards and   
 
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that the dealer has identified as one of its authorized integrators 
from integrating into the deal er's dealer data system or place an 
unreasonable restriction on integration by an authorized integrator 
or other third party that the dealer wishes to be an authorized 
integrator.  For the purposes of this subsection, "unreasonable 
restriction" includes: 
1.  Imposing an access fee on a dealer or authorized integrator ; 
2.  An unreasonable limitation or condition on the scope or 
nature of the data that is shared with an authorized integrator ; 
3.  An unreasonable limitation on the ability of the authorized 
integrator to write data to a dealer data system ; 
4.  An unreasonable limitation or condition on an authorized 
integrator that accesses or shares protected dealer data or that 
writes data to a dealer data system ; and 
5.  Requiring unreasonable access to an au thorized integrator's 
sensitive, competitive, or other confidential business information 
as a condition for accessing protected dealer data or sharing 
protected dealer data with an authorized integrator. 
Notwithstanding paragraph 1 of this subsection, a fr anchisor or 
third party may charge a franchise or authorized integrator for 
actual costs associated with modifications to a franchisor’s 
electronic systems to enable a secure interface with the authorized 
integrator’s system and software.   
 
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SECTION 4.     AMENDATORY     47 O.S. 2021, Section 565, as last 
amended by Section 1, Chapter 145, O.S.L. 2024 (47 O.S. Supp. 2024, 
Section 565), is amended to read as follows: 
Section 565. A.  The Oklahoma New Motor Vehicle Commission may 
deny an application for a license, revoke or suspend a license, or 
impose a fine against any person or entity, not to exceed Ten 
Thousand Dollars ($10,000.00) per occurrence, that violates any 
provision of Sections 561 through 567, 572, 578.1, 579, and 579.1 of 
this title or for any of the following reasons: 
1.  On satisfactory proof of unfitness of the applicant in any 
application for any license under the provisions of Section 561 et 
seq. of this title; 
2.  For any material misstatement made by an applicant in any 
application for any license under the provisions of Section 561 et 
seq. of this title; 
3.  For any failure to comply with any provision of Section 561 
et seq. of this title or any rule promulgated by the Commission 
under authority vested in it by Section 561 et seq. of this title; 
4.  A change of condition after license is granted resulting in 
failure to maintain the qualifications for license; 
5.  Being a new motor vehicle dealer who: 
a. has required a purchaser of a new motor vehicle, as a 
condition of sale and delivery thereof, to also 
purchase special features, appliances, accessories, or   
 
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equipment not desired or requested by the purchaser 
and installed by the new motor vehicle dealer, 
b. uses any false or misleading advertising in connection 
with business as a new motor vehicle dealer, 
c. has committed any unlawful act which resulted in the 
revocation of any similar license in another state, 
d. has failed or refused to perform any written agreement 
with any retail buyer involving the sale of a motor 
vehicle, 
e. has been convicted of a felony crime that 
substantially relates to the occupation of a new motor 
vehicle dealer and poses a reasonable threat to public 
safety, 
f. has committed a fraudulent act in selling, purchasing, 
or otherwise dealing in new motor vehicles or has 
misrepresented the terms and conditions of a sale, 
purchase or contract for sale or purchase of a new 
motor vehicle or any interest therein including an 
option to purchase such vehicle, 
g. has failed to meet or maintain the conditions and 
requirements necessary to qualify for the issuance of 
a license, or 
h. completes any sale or transaction of an extended 
service contract, extended maintenance plan, or   
 
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similar product using contract forms that do not 
conspicuously disclose the identity of the service 
contract provider; 
6.  Being a motor vehicle salesperson who is not employed as 
such by a licensed new motor vehicle dealer; 
7.  Being a new motor vehicle dealer who: 
a. does not have an established place of business, 
b. does not provide for a suitable repair shop separate 
from the display room with ample space to repair or 
recondition one or more vehicles at the same time, and 
which is staffed with properly trained and qualified 
repair technicians and is equipped with such parts, 
tools, and equipment as may be requisite for the 
servicing of motor vehicles in such a manner as to 
make them comply with the safety laws of this state 
and to properly fulfill the dealer 's or manufacturer's 
warranty obligation, 
c. does not hold a franchise in effect wit h a 
manufacturer or distributor of new or unused motor 
vehicles for the sale of the same and is not 
authorized by the manufacturer or distributor to 
render predelivery preparation of such vehicles sold 
to purchasers and to perform any authorized post -sale   
 
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work pursuant to the manufacturer 's or distributor's 
warranty, 
d. employs a person without obtaining a certificate of 
registration for the person, or utilizes the services 
of used motor vehicle lots or dealers or other 
unlicensed persons in connection with the sale of new 
motor vehicles, 
e. does not properly service a new motor vehicle before 
delivery of same to the original purchaser thereof, or 
f. fails to order and stock a reasonable number of new 
motor vehicles necessary to meet consumer demand for 
each of the new motor vehicles included in the new 
motor vehicle dealer 's franchise agreement, unless the 
new motor vehicles are not readily available from the 
manufacturer or distributor due to limited production; 
8.  Being a factory that has: 
a. either induced or attempted to induce by means of 
coercion or intimidation, any new motor vehicle 
dealer: 
(1) to accept delivery of any motor vehicle or 
vehicles, parts, or accessories therefor, or any 
other commodities including advertising material 
which shall not have been ordered by the new 
motor vehicle dealer,   
 
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(2) to order or accept delivery of any motor vehicle 
with special features, appliances, accessories, 
or equipment not included in the list price of 
the motor vehicles as publicly advertised by the 
manufacturer thereof, or 
(3) to order or accept delivery of any parts, 
accessories, equipment, machinery, tools, 
appliances, or any commodity whatsoever, 
b. induced under threat or discrimination by the 
withholding from delivery to a new motor vehicle 
dealer certain models of motor vehicles, changing or 
amending unilaterally the new motor vehicle dealer 's 
allotment of motor vehicles, and/or withholding and 
delaying delivery of the vehicles out of the ordinary 
course of business, in order to induce by such 
coercion any new motor vehicle dealer to participate 
or contribute to any local or national advertising 
fund controlled directly or indirectly by the factory 
or for any other purposes such as contest, 
"giveaways", or other so-called sales promotional 
devices, and/or change of quotas in any sales contest; 
or has required new motor vehicle dealers, as a 
condition to receiving their vehicle allotment, to 
order a certain percentage of the vehicles with   
 
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optional equipment not specified by the new motor 
vehicle dealer; however, nothing in this section shall 
prohibit a factory from supporting an advertising 
association which is open to all new motor vehicle 
dealers on the same basis, 
c. used a performance standard, sales objective, or 
program for measuring dealer performance that may have 
a material effect on a right of the dealer to vehicle 
allocation; or payment under any incentive or 
reimbursement program that is unfair, unreasonable, 
inequitable, and not based on accurate information, 
d. used a performance standard for me asuring sales or 
service performance of , or which results in penalizing 
or withholding a benefit from, any new motor vehicle 
dealer under the terms of the franchise agreement 
which: 
(1) is unfair, unreasonable, arbitrary, or 
inequitable, and 
(2) does not consider the relevant and material local 
and state or regional criteria, prevailing 
economic conditions affecting the sales or 
service performance of a vehicle dealer, vehicle 
allocation from the manufacturer, and any 
relevant and material data and facts pr esented by   
 
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the dealer in writing within thirty (30) days of 
the written notice of the manufacturer to the 
dealer of its intention to cancel, terminate, or 
not renew the dealer 's franchise agreement, and 
(3) does not consider the actual vehicle allocation 
offered or otherwise made available to the dealer 
by the manufacturer or distributor, as well as 
the dealer's inventory levels relevant to achieve 
any minimum performance standards to which the 
manufacturer or distributor holds the dealer 
accountable, 
e. failed or refused to sell, or offer for sale, new 
motor vehicles to all of its authorized same line -make 
franchised new motor vehicle dealers at the same price 
for a comparably equipped motor vehicle, on the same 
terms, with no differential in functionally a vailable 
discount, allowance, credit, or bonus, except as 
provided in subparagraph e of paragraph 9 of this 
subsection, 
f. failed to provide reasonable compensation to a new 
motor vehicle dealer substantially equivalent to the 
actual cost of providing a ma nufacturer required 
loaner or rental vehicle to any consumer who is having 
a vehicle serviced at the dealership.  For purposes of   
 
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this paragraph, actual cost is the average cost in the 
new motor vehicle dealer 's region for the rental of a 
substantially similar make and model as the vehicle 
being serviced, or 
g. failed to make available to its new motor vehicle 
dealers a fair and proportional share of all new 
vehicles distributed to same line -make dealers in this 
state, subject to the same reasonable terms, including 
any vehicles distributed from a common new vehicle 
inventory pool outside of the factory 's ordinary 
allocation process such as any vehicles the factory 
reserves to distribute on a discretionary basis; 
9.  Being a factory that: 
a. has attempted to coerce or has coerced any new motor 
vehicle dealer to enter into any agreement or to 
cancel any agreement; has failed to act in good faith 
and in a fair, equitable, and nondiscriminatory 
manner; has directly or indirectly coerced, 
intimidated, threatened, or restrained any new motor 
vehicle dealer; has acted dishonestly; or has failed 
to act in accordance with the reasonable standards of 
fair dealing, 
b. has failed to compensate its dealers for the work and 
services they are required to perform in connecti on   
 
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with the dealer's delivery and preparation obligations 
according to the agreements on file with the 
Commission which must be found by the Commission to be 
reasonable, or has failed to adequately and fairly 
compensate its dealers for labor, parts, and ot her 
expenses incurred by the dealer to perform under and 
comply with manufacturer 's warranty agreements and 
recall repairs which shall include diagnostic work as 
applicable and assistance requested by a consumer 
whose vehicle was subjected to an over -the-air or 
remote change, repair, or update to any part, system, 
accessory, or function by the manufacturer and 
performed by the dealer in order to satisfy the 
consumer.  Time allowances for the diagnosis and 
performance of repair work shall be reasonable and 
adequate for the work to be performed.  Adequate and 
fair compensation, which under this provision shall be 
no less than the rates customarily charged for retail 
consumer repairs as calculated herein, for parts and 
labor for warranty and recall repairs shal l, at the 
option of the new motor vehicle dealer, be established 
by the new motor vehicle dealer submitting to the 
manufacturer or distributor one hundred sequential 
nonwarranty consumer -paid service repair orders which   
 
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contain warranty-like repairs, or ninety (90) 
consecutive days of nonwarranty consumer -paid service 
repair orders which contain warranty -like repairs, 
whichever is less, covering repairs made no more than 
one hundred eighty (180) days before the submission 
and declaring the average percentag e labor rate and/or 
markup rate.  A new motor vehicle dealer may not 
submit a request to establish its retail rates more 
than once in a twelve -month period.  That request may 
establish a parts markup rate, labor rate, or both.  
The new motor vehicle dealer shall calculate its 
retail parts rate by determining the total charges for 
parts from the qualified repair orders submitted, 
dividing that amount by the new motor vehicle dealer 's 
total cost of the purchase of those parts, subtracting 
one (1), and multipl ying by one hundred (100) to 
produce a percentage.  The new motor vehicle dealer 
shall calculate its retail labor rate by dividing the 
amount of the new motor vehicle dealer 's total labor 
sales from the qualified repair orders by the total 
labor hours charged for those sales.  When submitting 
repair orders to establish a retail parts and labor 
rate, a new motor vehicle dealer need not include 
repairs for:   
 
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(1) routine maintenance including but not limited to 
the replacement of bulbs, fluids, filters, 
batteries, and belts that are not provided in the 
course of and related to a repair, 
(2) factory special events, specials, or promotional 
discounts for retail consumer repairs, 
(3) parts sold or repairs performed at wholesale, 
(4) factory-approved goodwill or pol icy repairs or 
replacements, 
(5) repairs with aftermarket parts, when calculating 
the retail parts rate but not the retail labor 
rate, 
(6) repairs on aftermarket parts, 
(7) replacement of or work on tires including front -
end alignments and wheel or tire ro tations, 
(8) repairs of motor vehicles owned by the new motor 
vehicle dealer or employee thereof at the time of 
the repair, 
(9) vehicle reconditioning, or 
(10) items that do not have individual part numbers 
including, but not limited to, nuts, bolts, and 
fasteners. 
A manufacturer or distributor may, not later than 
forty-five (45) days after submission, rebut that   
 
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declared retail parts and labor rate in writing by 
reasonably substantiating that the rate is not 
accurate or is incomplete pursuant to the provis ions 
of this section.  If the manufacturer or distributor 
determines the set of repair orders submitted by the 
new motor vehicle dealer pursuant to this section for 
a retail labor rate or retail parts markup rate is 
substantially higher than the new motor vehicle 
dealer's current warranty rates, the manufacturer or 
distributor may request, in writing, within forty -five 
(45) days after the manufacturer 's or distributor's 
receipt of the new motor vehicle dealer 's initial 
submission, all repair orders closed w ithin the period 
of thirty (30) days immediately preceding, or thirty 
(30) days immediately following, the set of repair 
orders initially submitted by the new motor vehicle 
dealer.  All time periods under this section shall be 
suspended until the supplemen tal repair orders are 
provided.  If the manufacturer or distributor requests 
supplemental repair orders, the manufacturer or 
distributor may, within thirty (30) days after 
receiving the supplemental repair orders and in 
accordance with the formula describe d in this 
subsection, calculate a proposed adjusted retail labor   
 
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rate or retail parts markup rate, as applicable, based 
upon any set of the qualified repair orders submitted 
by the franchisee and following the formula set forth 
herein to establish the rate .  The retail labor and 
parts rates shall go into effect thirty (30) days 
following the approval by the manufacturer or 
distributor.  If the declared rate is rebutted, the 
manufacturer or distributor shall provide written 
notice stating the reasons for the rebuttal, an 
explanation of the reasons for the rebuttal, and a 
copy of all calculations used by the franchisor in 
determining the manufacturer or distributor 's position 
and propose an adjustment in writing of the average 
percentage markup or labor rate b ased on that rebuttal 
not later than forty -five (45) days after submission.  
If the new motor vehicle dealer does not agree with 
the proposed average percentage markup or labor rate, 
the new motor vehicle dealer may file a protest with 
the Commission not l ater than thirty (30) days after 
receipt of that proposal by the manufacturer or 
distributor.  In the event a protest is filed, the 
manufacturer or distributor shall have the burden of 
proof to establish the new motor vehicle dealer 's 
submitted parts marku p rate or labor rate was   
 
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inaccurate or not complete pursuant to the provisions 
of this section.  A manufacturer or distributor may 
not retaliate against any new motor vehicle dealer 
seeking to exercise its rights under this section.  A 
manufacturer or dist ributor may require a dealer to 
submit repair orders in accordance with this section 
in order to validate the reasonableness of a dealer 's 
retail rate for parts or labor not more often than 
once every twelve (12) months.  A manufacturer or 
distributor may not otherwise recover its costs from 
new motor vehicle dealers within this state including 
a surcharge imposed on a new motor vehicle dealer 
solely intended to recover the cost of reimbursing a 
new motor vehicle dealer for parts and labor pursuant 
to this section; provided, a manufacturer or 
distributor shall not be prohibited from increasing 
prices for vehicles or parts in the normal course of 
business or from auditing and charging back claims in 
accordance with this section.  All claims made by 
dealers for compensation for delivery, preparation, 
warranty, or recall repair work shall be paid within 
thirty (30) days after approval and shall be approved 
or disapproved within thirty (30) days after receipt.  
When any claim is disapproved, the dealer shall be   
 
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notified in writing of the grounds for disapproval.  
The dealer's delivery, preparation, and warranty 
obligations as filed with the Commission shall 
constitute the dealer 's sole responsibility for 
product liability as between the dealer and 
manufacturer.  A factory may reasonably and 
periodically audit a new motor vehicle dealer to 
determine the validity of paid claims for new motor 
vehicle dealer compensation or any charge -backs for 
warranty parts or service compensation.  Except in 
cases of suspected fraud , audits of warranty payments 
shall only be for the one -year period immediately 
following the date of the payment.  A manufacturer 
shall reserve the right to reasonable, periodic audits 
to determine the validity of paid claims for dealer 
compensation or any charge-backs for consumer or 
dealer incentives.  Except in cases of suspected 
fraud, audits of incentive payments shall only be for 
a one-year period immediately following the date of 
the payment.  A factory shall not deny a claim or 
charge a new motor v ehicle dealer back subsequent to 
the payment of the claim unless the factory can show 
that the claim was false or fraudulent or that the new 
motor vehicle dealer failed to reasonably substantiate   
 
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the claim by the written reasonable procedures of the 
factory.  A factory shall not deny a claim or 
implement a charge-back against a new motor vehicle 
dealer after payment of a claim in the event a 
purchaser of a new vehicle that is the subject of a 
claim fails to comply with titling or registration 
laws of this state and is not prevented from 
compliance by any action of the new motor vehicle 
dealer; provided, that the factory may require the new 
motor vehicle dealer to provide, within thirty (30) 
days of notice of charge -back, withholding of payment, 
or denial of claim, the documentation to demonstrate 
the vehicle sale, delivery, and customer qualification 
for an incentive as reported, including consumer name 
and address and written attestation signed by the 
dealer operator or general manager stating the 
consumer was not on the export control list and the 
dealer did not know or have reason to know the vehicle 
was being exported or resold. 
The factory shall provide written notice to a dealer 
of a proposed charge -back that is the result of an 
audit along with the spec ific audit results and 
proposed charge-back amount.  A dealer that receives 
notice of a proposed charge -back pursuant to a   
 
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factory's audit has the right to file a protest with 
the Commission within thirty (30) days after receipt 
of the notice of the charge -back or audit results, 
whichever is later.  The factory is prohibited from 
implementing the charge -back or debiting the dealer 's 
account until either the time frame for filing a 
protest has passed or a final adjudication is rendered 
by the Commission, whi chever is later, unless the 
dealer has agreed to the charge -back or charge-backs, 
c. fails to compensate the new motor vehicle dealer for a 
used motor vehicle: 
(1) that is of the same make and model manufactured, 
imported, or distributed by the factory and is a 
line-make that the new motor vehicle dealer is 
franchised to sell or on which the new motor 
vehicle dealer is authorized to perform recall 
repairs, 
(2) that is subject to a stop -sale or do-not-drive 
order issued by the factory or an authorized 
governmental agency, 
(3) that is held by the new motor vehicle dealer in 
the dealer's inventory at the time the stop -sale 
or do-not-drive order is issued or that is taken 
by the new motor vehicle dealer into the dealer 's   
 
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inventory after the recall notice as a re sult of 
a retail consumer trade -in or a lease return to 
the dealer inventory in accordance with an 
applicable lease contract, 
(4) that cannot be repaired due to the 
unavailability, within thirty (30) days after 
issuance of the stop -sale or do-not-drive order, 
of a remedy or parts necessary for the new motor 
vehicle dealer to make the recall repair, and 
(5) that is not at least in the prorated amount of 
one percent (1.00%) of the value of the vehicle 
per month beginning on the date that is thirty 
(30) days after the date on which the stop -sale 
order was provided to the new motor vehicle 
dealer until the earlier of either of the 
following: 
(a) the date the recall remedy or parts are made 
available, or 
(b) the date the new motor vehicle dealer sells, 
trades, or otherwise disposes of the 
affected used motor vehicle. 
For the purposes of division (5) of this subparagraph, 
the value of a used vehicle shall be the average Black 
Book value for the year, make, and model of the   
 
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recalled vehicle.  A factory may direct th e manner and 
method in which a new motor vehicle dealer must 
demonstrate the inventory status of an affected used 
motor vehicle to determine eligibility under this 
subparagraph; provided, that the manner and method may 
not be unduly burdensome and may not require 
information that is unduly burdensome to provide.  All 
reimbursement claims made by new motor vehicle dealers 
pursuant to this section for recall remedies or 
repairs, or for compensation where no part or repair 
is reasonably available and the vehic le is subject to 
a stop-sale or do-not-drive order, shall be subject to 
the same limitations and requirements as a warranty 
reimbursement claim made under subparagraph b of this 
paragraph.  In the alternative, a manufacturer may 
compensate its franchised n ew motor vehicle dealers 
under a national recall compensation program; 
provided, the compensation under the program is equal 
to or greater than that provided under division (5) of 
this subparagraph, or as the manufacturer and new 
motor vehicle dealer other wise agree.  Nothing in this 
section shall require a factory to provide total 
compensation to a new motor vehicle dealer which would 
exceed the total average Black Book value of the   
 
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affected used motor vehicle as originally determined 
under division (5) of this subparagraph.  Any remedy 
provided to a new motor vehicle dealer under this 
subparagraph is exclusive and may not be combined with 
any other state or federal compensation remedy, 
d. unreasonably fails or refuses to offer to its same 
line-make franchised dealers a reasonable supply and 
mix of all models manufactured for that line -make, or 
unreasonably requires a dealer to pay any extra fee, 
purchase unreasonable advertising displays or other 
materials, or enter into a separate agreement which 
adversely alters the rights or obligations contained 
within the new motor vehicle dealer 's existing 
franchise agreement or which waives any right of the 
new motor vehicle dealer as protected by Section 561 
et seq. of this title, or remodel, renovate, or 
recondition the new motor vehicle dealer 's existing 
facilities as a prerequisite to receiving a model or 
series of vehicles, except as may be necessary to sell 
or service the model or series of vehicles as provided 
by subparagraph e of this paragraph.  It shall be a 
violation of this section for new vehicle allocation 
to be withheld subject to any requirement to purchase 
or sell any number of used or off -lease vehicles.  The   
 
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failure to deliver any such new motor vehicle shall 
not be considered a violation of the secti on if the 
failure is not arbitrary or is due to lack of 
manufacturing capacity or to a strike or labor 
difficulty, a shortage of materials, a freight 
embargo, or other cause over which the manufacturer 
has no control.  However, this subparagraph shall not 
apply to recreational vehicles, limited production 
model vehicles, a vehicle not advertised by the 
factory for sale in this state, vehicles that are 
subject to allocation affected by federal 
environmental laws or environmental laws of this 
state, or vehicles allocated in response to an 
unforeseen event or circumstance, 
e. except as necessary to comply with a health or safety 
law, or to comply with a technology requirement which 
is necessary to sell or service a motor vehicle that 
the franchised new motor ve hicle dealer is authorized 
or licensed by the franchisor to sell or service, 
requires a new motor vehicle dealer to construct a new 
facility or substantially renovate the new motor 
vehicle dealer's existing facility unless the facility 
construction or reno vation is justified by the 
economic conditions existing at the time, as well as   
 
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the reasonably foreseeable projections, in the new 
motor vehicle dealer 's market and in the automotive 
industry.  However, this subparagraph shall not apply 
if the new motor vehicle dealer voluntarily agrees to 
facility construction or renovation in exchange for 
money, credit, allowance, reimbursement, or additional 
vehicle allocation to a new motor vehicle dealer from 
the factory to compensate the new motor vehicle dealer 
for the cost of, or a portion of the cost of, the 
facility construction or renovation.  Except as 
necessary to comply with a health or safety law, or to 
comply with a technology or safety requirement which 
is necessary to sell or service a motor vehicle that 
the franchised new motor vehicle dealer is authorized 
or licensed by the franchisor to sell or service, a 
new motor vehicle dealer which completes a facility 
construction or renovation pursuant to factory 
requirements shall not be required to construct a new 
facility or renovate the existing facility if the same 
area of the facility or premises has been constructed 
or substantially altered within the last ten (10) 
years and the construction or alteration was approved 
by the manufacturer as a part of a facilit y upgrade 
program, standard, or policy.  For purposes of this   
 
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subparagraph, "substantially altered " means to perform 
an alteration that substantially impacts the 
architectural features, characteristics, or integrity 
of a structure or lot.  The term shall n ot include 
routine maintenance reasonably necessary to maintain a 
dealership in attractive condition.  If a facility 
upgrade program, standard, or policy under which the 
dealer completed a facility construction or 
substantial alteration does not contain a specific 
time period during which the manufacturer or 
distributor shall provide payments or benefits to a 
participating dealer, or the time frame specified 
under the program is reduced or canceled prematurely 
in the unilateral discretion of the manufacture r or 
distributor, the manufacturer or distributor shall not 
deny the participating dealer any payment or benefit 
under the terms of the program, standard, or policy as 
it existed when the dealer began to perform under the 
program, standard, or policy for t he balance of the 
ten-year period, regardless of whether the 
manufacturer's or distributor's program, standard, or 
policy has been changed or canceled, unless the 
manufacturer and dealer agree, in writing, to the 
change in payment or benefit.  During the t en-year   
 
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period following facility construction or substantial 
alteration, the manufacturer shall not fail to make 
available to the dealer a fair and proportionate share 
of all new vehicles distributed to dealers of the same 
line-make in this state, subject to the same 
reasonable terms, including vehicles distributed from 
a common new vehicle inventory pool outside of the 
factory's ordinary allocation process, such as any 
vehicles the factory reserves to distribute on a 
discretionary basis, 
f. requires a new motor vehicle dealer to establish an 
exclusive facility or to change the location of the 
dealership, unless supported by reasonable business, 
market, and economic considerations; provided, that 
this section shall not restrict the terms of any 
agreement for such exclusive facility voluntarily 
entered into and supported by valuable consideration 
separate from the new motor vehicle dealer 's right to 
sell and service motor vehicles for the franchisor.  
If a dealer is required by the manufacturer or 
distributor to change an existing, previously approved 
location of the dealership and has not sold its 
existing dealership facility and real estate within 
the later of one hundred eighty (180) days of listing   
 
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the property for sale or ninety (90) days after the 
facility relocation, then, upon the written request of 
the dealer, the manufacturer or distributor shall 
purchase the dealer's existing dealership facility and 
real estate as if the new motor vehicle dealership 
continues to operate on the property.  If the facto ry 
and dealer cannot agree on the value of the dealership 
facilities and real estate, then the factory and 
dealer shall utilize the process described in 
paragraph 6 of subsection G of Section 565.2 of this 
title.  If a manufacturer or distributor purchases a 
dealership facility and real estate, then it shall be 
entitled to sole ownership, possession, use, and 
control of any items, buildings, or property that were 
included in the contract to purchase, 
g. requires a new motor vehicle dealer to enter into a 
site-control agreement covering any or all of the new 
motor vehicle dealer 's facilities or premises; 
provided, that this section shall not restrict the 
terms of any site-control agreement voluntarily 
entered into and supported by valuable consideration 
separate from the new motor vehicle dealer 's right to 
sell and service motor vehicles for the franchisor.  
Notwithstanding the foregoing or the terms of any   
 
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site-control agreement, a site -control agreement 
automatically extinguishes if all of the factory 's 
franchises that operated from the location that are 
the subject of the site -control agreement are 
terminated by the factory as part of the 
discontinuance of a product line, 
h. refuses to pay, or claims reimbursement from, a new 
motor vehicle dealer for sales, incentives, or other 
payments related to a motor vehicle sold by the new 
motor vehicle dealer because the purchaser of the 
motor vehicle exported or resold the motor vehicle in 
violation of the policy of the factory unless the 
factory can show that, at the time of the sale, the 
new motor vehicle dealer knew or reasonably should 
have known of the purchaser 's intention to export or 
resell the motor vehicle.  There is a rebuttable 
presumption that the new motor vehicle dealer did not 
know or could not have kno wn that the vehicle would be 
exported if the vehicle is titled and registered in 
any state of the United States, or 
i. (1) notwithstanding the terms of a franchise 
agreement or other agreement providing otherwise, 
requires a new motor vehicle dealer to pur chase 
or utilize goods or services, or contract with   
 
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any vendor, identified, selected or designated by 
the factory for the: 
(a) operation of the dealership including 
electronic services such as websites, data 
management or storage systems, digital 
retail platforms, software, or other digital 
services or platforms, or 
(b) construction, renovation, or improvement of 
the new motor vehicle dealer 's facility from 
a vendor chosen by the factory if goods or 
services available from other sources a 
vendor that the new motor vehicle dealer 
chooses, are of substantially similar 
quality and design and comply with all 
applicable laws; provided, however, that 
such goods are not subject to the factory 's 
intellectual property or trademark rights 
and the new motor vehicle de aler has 
received the factory's approval, which 
approval may not be unreasonably withheld.  
Nothing in this subparagraph may be 
construed to allow a new motor vehicle 
dealer to impair or eliminate a factory 's 
intellectual property, trademark rights, or   
 
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trade dress usage guidelines.  Nothing in 
this section prohibits the enforcement of a 
voluntary agreement between the factory and 
the new motor vehicle dealer where separate 
and valuable consideration has been offered 
and accepted. It is a violation of this 
subparagraph for a factory, or any entity 
that acts on behalf of, a factory to coerce 
a new motor vehicle dealer to purchase or 
utilize certain goods or services by the 
withholding of any benefit, including 
monetary incentives paid on a per vehicle 
basis and vehicle allocation the new motor 
vehicle dealer is otherwise eligible to 
receive, and 
(2) for the purposes of this subparagraph , "goods and 
services" do not include: 
(a) moveable displays, brochures, or promotional 
materials containing material subject t o the 
intellectual property rights of a factory or 
parts to be used in repairs under warranty 
obligations of a factory , or   
 
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(b) special tools or training required by the 
factory to perform warranty or recall 
repairs; 
10.  Being a factory that: 
a. establishes a system of motor vehicle allocation or 
distribution which is unfair, inequitable, or 
unreasonably discriminatory.  A manufacturer and 
distributor shall maintain for three (3) years records 
that describe its methods or formula of allocation and 
distribution of its motor vehicles and records of its 
actual allocation and distribution of motor vehicles 
to its motor vehicle dealers.  Upon the written 
request of any new motor vehicle dealer franchised by 
the manufacturer or distributor, received by the 
manufacturer or distributor within thirty (30) days of 
the manufacturer's or distributor's written notice to 
the dealer of its intention to cancel or terminate, or 
written notice from the manufacturer or distributor of 
a sales performance deficiency requiring the dealer to 
take action to cure the alleged performance 
deficiency, a manufacturer or distributor shall 
disclose in writing to the new motor vehicle dealer 
the basis upon which new motor vehicles are allocated, 
scheduled, and delivered, by vehicle model, to new   
 
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motor vehicle dealers of the same line -make for that 
manufacturer or distributor for the prior three (3) 
years, and the basis upon which the current allocation 
or distribution is being made or will be made based on 
existing information to such dealer, or 
b. changes an established plan or system of motor vehicle 
distribution.  A new motor vehicle dealer franchise 
agreement shall continue in full force and operation 
notwithstanding a change, in whole or in part, of an 
established plan or system of distri bution of the 
motor vehicles offered or previously offered for sale 
under the franchise agreement.  The appointment of a 
new importer or distributor for motor vehicles offered 
for sale under the franchise agreement shall be deemed 
to be a change of an esta blished plan or system of 
distribution.  The discontinuation of a line -make 
shall not be deemed to be a change of an established 
plan or system of motor vehicle distribution.  The 
creation of a line-make shall not be deemed to be a 
change of an established plan or system of motor 
vehicle distribution as long as the new line -make is 
not selling the same, or substantially the same 
vehicle or vehicles previously sold through another 
line-make by new motor vehicle dealers with an active   
 
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franchise agreement for the other line-make in the 
state if such new motor vehicle dealers are no longer 
authorized to sell the comparable vehicle previously 
sold through their line -make.  Changing a vehicle 's 
powertrain is not sufficient to show it is 
substantially different.  U pon the occurrence of such 
change, the manufacturer or distributor shall be 
prohibited from obtaining a license to distribute 
vehicles under the new plan or system of distribution 
unless the manufacturer or distributor offers to each 
new motor vehicle deal er who is a party to the 
franchise agreement a new franchise agreement 
containing substantially the same provisions which 
were contained in the previous franchise agreement; 
11.  Being a factory that sells directly or indirectly new motor 
vehicles to any retail consumer in the state except through a new 
motor vehicle dealer holding a franchise for the line -make that 
includes the new motor vehicle.  This paragraph does not apply to 
factory sales of new motor vehicles to its employees, family members 
of employees, retirees and family members of retirees, not -for-
profit organizations, or the federal, state, or local governments.  
The provisions of this paragraph shall not preclude a factory from 
providing information to a consumer for the purpose of marketing o r 
facilitating a sale of a new motor vehicle or from establishing a   
 
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program to sell or offer to sell new motor vehicles through 
participating dealers subject to the limitations provided in 
paragraph 2 of Section 562 of this title; 
12. a. Being a factory which directly or indirectly: 
(1) owns any ownership interest or has any financial 
interest in a new motor vehicle dealer or any 
person who sells products or services pursuant to 
the terms of the franchise agreement, 
(2) operates or controls a new motor vehi cle dealer, 
or 
(3) acts in the capacity of a new motor vehicle 
dealer. 
b. (1) This paragraph does not prohibit a factory from 
owning or controlling a new motor vehicle dealer 
while in a bona fide relationship with a dealer 
development candidate who has mad e a substantial 
initial investment in the franchise and whose 
initial investment is subject to potential loss.  
The dealer development candidate can reasonably 
expect to acquire full ownership of a new motor 
vehicle dealer within a reasonable period of tim e 
not to exceed ten (10) years and on reasonable 
terms and conditions.  The ten -year acquisition 
period may be expanded for good cause shown.   
 
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(2) This paragraph does not prohibit a factory from 
owning, operating, controlling, or acting in the 
capacity of a new motor vehicle dealer for a 
period not to exceed twelve (12) months during 
the transition from one independent dealer to 
another independent dealer if the dealership is 
for sale at a reasonable price and on reasonable 
terms and conditions to an indepen dent qualified 
buyer.  On showing by a factory of good cause, 
the Oklahoma New Motor Vehicle Commission may 
extend the time limit set forth above; extensions 
may be granted for periods not to exceed twelve 
(12) months. 
(3) This paragraph does not prohibit a factory from 
owning, operating, or controlling or acting in 
the capacity of a new motor vehicle dealer which 
was in operation prior to January 1, 2000. 
(4) This paragraph does not prohibit a factory from 
owning, directly or indirectly, a minority 
interest in an entity that owns, operates, or 
controls motor vehicle dealerships of the same 
line-make franchised by the manufacturer, 
provided that each of the following conditions 
are met:   
 
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(a) all of the new motor vehicle dealerships 
selling the motor vehicles of that 
manufacturer in this state trade exclusively 
in the line-make of that manufacturer, 
(b) all of the franchise agreements of the 
manufacturer confer rights on the dealer of 
the line-make to develop and operate, within 
a defined geographic territory o r area, as 
many dealership facilities as the dealer and 
manufacturer shall agree are appropriate, 
(c) at the time the manufacturer first acquires 
an ownership interest or assumes operation, 
the distance between any dealership thus 
owned or operated and the nearest 
unaffiliated new motor vehicle dealership 
trading in the same line -make is not less 
than seventy (70) miles, 
(d) during any period in which the manufacturer 
has such an ownership interest, the 
manufacturer has no more than three 
franchise agreements with new motor vehicle 
dealers licensed by the Oklahoma New Motor 
Vehicle Commission to do business within the 
state, and   
 
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(e) prior to January 1, 2000, the factory shall 
have furnished or made available to 
prospective new motor vehicle dealers an 
offering circular in accordance with the 
Trade Regulation Rule on Franchising of the 
Federal Trade Commission, and any guidelines 
and exemptions issued thereunder, which 
disclose the possibility that the factory 
may from time to time seek to own or 
acquire, directly or indirectly, ownership 
interests in retail dealerships; 
13.  Being a factory which directly or indirectly makes 
available for public disclosure any proprietary information provided 
to the factory by a new motor vehicle dealer, other than in 
composite form to new motor vehicle dealers in the same line -make or 
in response to a subpoena or order of the Commission or a court.  
Proprietary information includes, but is not limited to, 
information: 
a. derived from monthly financial statements provided to 
the factory, and 
b. regarding any aspect of the profitability of a 
particular new motor vehicle dealer; 
14.  Being a factory which does not provide or direct leads in a 
fair, equitable, and timely manner.  Nothing in this paragraph shall   
 
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be construed to requ ire a factory to disregard the preference of a 
consumer in providing or directing a lead; 
15.  Being a factory which used the consumer list of a new motor 
vehicle dealer for the purpose of unfairly competing with dealers; 
16.  Being a factory which prohibi ts a new motor vehicle dealer 
from relocating after a written request by such new motor vehicle 
dealer if: 
a. the facility and the proposed new location satisfies 
or meets the written reasonable guidelines of the 
factory.  Reasonable guidelines do not incl ude 
exclusivity or site control unless agreed to as set 
forth in subparagraphs f and g of paragraph 9 of this 
subsection, 
b. the proposed new location is within the area of 
responsibility of the new motor vehicle dealer 
pursuant to Section 578.1 of this ti tle, and 
c. the factory has sixty (60) days from receipt of the 
new motor vehicle dealer 's relocation request to 
approve or deny the request.  The failure to approve 
or deny the request within the sixty -day time frame 
shall constitute approval of the reque st; 
17.  Being a factory which prohibits a new motor vehicle dealer 
from adding additional line -makes to its existing facility, if, 
after adding the additional line -makes, the facility satisfies the   
 
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written reasonable capitalization standards and facility guidelines 
of each factory.  Reasonable facility guidelines do not include a 
requirement to maintain exclusivity or site control unless agreed to 
by the dealer as set forth in subparagraphs f and g of paragraph 9 
of this subsection; 
18.  Being a factory th at increases prices of new motor vehicles 
which the new motor vehicle dealer had ordered for retail consumers 
and notified the factory prior to the new motor vehicle dealer 's 
receipt of the written official price increase notification.  A 
sales contract signed by a retail consumer accompanied with proof of 
order submission to the factory shall constitute evidence of each 
such order, provided that the vehicle is in fact delivered to the 
consumer.  Price differences applicable to new models or series 
motor vehicles at the time of the introduction of new models or 
series shall not be considered a price increase for purposes of this 
paragraph.  Price changes caused by any of the following shall not 
be subject to the provisions of this paragraph: 
a. the addition to a motor vehicle of required or 
optional equipment pursuant to state or federal law, 
b. revaluation of the United States dollar in the case of 
foreign-made vehicles or components, or 
c. an increase in transportation charges due to increased 
rates imposed by common or contract carriers;   
 
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19.  Being a factory that requires a new motor vehicle dealer to 
participate monetarily in an advertising campaign or contest, or 
purchase any promotional materials, showroom, or other display 
decoration or materials at the expense of the new motor vehicle 
dealer without consent of the new motor vehicle dealer, which 
consent shall not be unreasonably withheld; 
20.  Being a factory that denies any new motor vehicle dealer 
the right of free association with any other new motor vehicle 
dealer for any lawful purpose, unless otherwise permitted by this 
chapter; or 
21.  Being a factory that requires a new motor vehicle dealer to 
sell, offer to sell, or sell exclusively an extended service 
contract, extended maintenance plan, or sim ilar product, such as gap 
products offered, endorsed, or sponsored by the factory by the 
following means: 
a. by an act or statement from the factory that will in 
any manner adversely impact the new motor vehicle 
dealer, or 
b. by measuring the new motor veh icle dealer's 
performance under the franchise based on the sale of 
extended service contracts, extended maintenance 
plans, or similar products offered, endorsed, or 
sponsored by the manufacturer or distributor ;   
 
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22.  Being a factory that requires or coerces a new motor 
vehicle dealer in this state to purchase or lease any electric 
vehicle charging stations at the new motor vehicle dealer 's expense 
unless the franchise agreement, including any related addendums, 
with the new motor vehicle dealer identifies el ectric vehicle models 
among the vehicles available for sale under the dealer’s franchised 
line-make, or the new motor vehicle dealer has notified the 
manufacturer or distributor of the new motor vehicle dealer 's 
intention to begin selling and servicing ele ctric vehicles 
manufactured or distributed by that factory. If the new motor 
vehicle dealer's franchise identifies electric vehicle models or the 
dealer is actually offering for sale to the public or providing 
warranty service on electric vehicles manufac tured or distributed by 
that factory, the new motor vehicle dealer may not be required to 
purchase or lease, at the new motor vehicle dealer 's expense: 
a. more than the number and type of electric vehicle 
charging stations based upon the reasonable estimate 
by the new motor vehicle dealer sales and service 
volume for those vehicles, or 
b. to make electric vehicle charging stations located at 
the new motor vehicle dealership available for use by 
the general public. Nothing in this paragraph shall 
prohibit a factory from offering financial assistance 
through a lump-sum payment to new motor vehicle   
 
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dealers that purchase or install electric charging 
stations; and 
23.  Being a factory that withdraws all or a material part of 
its stated electric vehicle distribut ion plan and fails or refuses, 
at the written request of the new motor vehicle dealer, to accept 
the return or otherwise fully reimburse a new motor vehicle dealer 
for the cost of parts, tools, equipment, chargers and other 
returnable items required as a part of that distribution plan, 
program, policy or other initiative related to the sale or service 
of electric motor vehicles, provided that: 
a. the dealer demonstrates that the volume of electric 
motor vehicle sales or service is no longer adequate 
to allow the dealer to realize a positive return on 
the investment over the useful life of the parts, 
tools, equipment, chargers, or other returnable items , 
and 
b. the dealer submits its request to the manufacturer or 
distributor in writing and within twenty -four (24) 
months of dealer's receipt of the part, tools, 
equipment, charger or other returnable items. 
B.  Notwithstanding the terms of any franchise agreement, in the 
event of a proposed sale or transfer of a dealership, the 
manufacturer or distributor shall be permitted to exercise a right 
of first refusal to acquire the assets or ownership interest of the   
 
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dealer of the new motor vehicle dealership, if such sale or transfer 
is conditioned upon the manufacturer or dealer entering into a 
dealer agreement with t he proposed new owner or transferee, only if 
all the following requirements are met: 
1.  To exercise its right of first refusal, the factory must 
notify the new motor vehicle dealer in writing within sixty (60) 
days of receipt of the completed proposal for the proposed sale 
transfer; 
2.  The exercise of the right of first refusal will result in 
the new motor vehicle dealer and the owner of the dealership 
receiving the same or greater consideration as they have contracted 
to receive in connection with the pr oposed change of ownership or 
transfer; 
3.  The proposed sale or transfer of the dealership does not 
involve the transfer or sale to a member or members of the family of 
one or more dealer owners, or to a qualified manager or a 
partnership or corporation c ontrolled by such persons; and 
4.  The factory agrees to pay the reasonable expenses, including 
attorney fees which do not exceed the usual, customary, and 
reasonable fees charged for similar work done for other clients 
incurred by the proposed new owner a nd transferee prior to the 
exercise by the factory of its right of first refusal in negotiating 
and implementing the contract for the proposed sale or transfer of 
the dealership or dealership assets.  Notwithstanding the foregoing,   
 
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no payment of expenses a nd attorney fees shall be required if the 
proposed new dealer or transferee has not submitted or caused to be 
submitted an accounting of those expenses within thirty (30) days of 
receipt of the written request of the factory for such an 
accounting.  The accounting may be requested by a factory before 
exercising its right of first refusal. 
C.  Nothing in this section shall prohibit, limit, restrict, or 
impose conditions on: 
1.  Business activities, including without limitation the 
dealings with motor vehicle manufacturers and the representatives 
and affiliates of motor vehicle manufacturers, of any person that is 
primarily engaged in the business of short -term, not to exceed 
twelve (12) months, rental of motor vehicles and industrial and 
construction equipmen t and activities incidental to that business, 
provided that: 
a. any motor vehicle sold by that person is limited to 
used motor vehicles that have been previously used 
exclusively and regularly by that person in the 
conduct of business and used motor vehicl es traded in 
on motor vehicles sold by that person, 
b. warranty repairs performed by that person on motor 
vehicles are limited to those motor vehicles that the 
person owns, previously owned, or takes in trade, and   
 
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c. motor vehicle financing provided by tha t person to 
retail consumers for motor vehicles is limited to used 
vehicles sold by that person in the conduct of 
business; or 
2.  The direct or indirect ownership, affiliation, or control of 
a person described in paragraph 1 of this subsection. 
D.  As used in this section: 
1.  "Substantially relates " means the nature of criminal conduct 
for which the person was convicted has a direct bearing on the 
fitness or ability to perform one or more of the duties or 
responsibilities necessarily related to the occupa tion; and 
2.  "Poses a reasonable threat " means the nature of criminal 
conduct for which the person was convicted involved an act or threat 
of harm against another and has a bearing on the fitness or ability 
to serve the public or work with others in the o ccupation. 
E.  Nothing in this section shall prohibit a manufacturer or 
distributor from requiring a dealer to be in compliance with the 
franchise agreement and authorized to sell a make and model based on 
applicable reasonable standards and requirements t hat include but 
are not limited to any facility, technology, or training 
requirements necessary to sell or service a vehicle, in order to be 
eligible for delivery or allotment of a make or model of a new motor 
vehicle or an incentive.   
 
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SECTION 5.  This act shall become effective November 1, 2025. 
 
60-1-13277 AO 03/06/25