ENGR. H. B. NO. 2565 Page 1 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
ENGROSSED HOUSE
BILL NO. 2565 By: Osburn of the House
and
Daniels of the Senate
[ partnerships - limited liability partnerships -
state actors - classification of entities -
effective date ]
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKL AHOMA:
SECTION 1. AMENDATORY 54 O.S. 2021, Section 1 -1001, is
amended to read as follows:
Section 1-1001. (a) A. A limited liability partnership is a
partnership under the laws of this state and may engage in any
business in this state in which a partnership may engage including,
but not limited to, the rendering of professional services as
defined in paragraph 6 of subsection A of Section 803 of Title 18 of
the Oklahoma Statutes or the rendering of related professional
services as defined in paragraph 7 of subsection A of Section 803 of
Title 18 of the Oklahoma Statutes.
(b) B. A partnership may become a limited liability partnership
pursuant to this section.
ENGR. H. B. NO. 2565 Page 2 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
(c) C. The terms and conditions on which a partnership becomes
a limited liability partnership must be approved by the vote
necessary to amend the partnership agreement except, in the case of
a partnership agreement that expressly considers obligations to
contribute to the partnership, by the vote necessary to amend those
provisions.
(d) D. After the approval required by subsection (c) C of this
section, a partnership may become a limited liability partnership by
filing a statement of qualification with the Secretary of State.
The statement must contain:
(1) the 1. The name of the partnership;
(2) the 2. The street address of the partnership's chief
executive office and, if different, the street address of an office
of the partnership in this state, if any;
(3) if 3. If the partnership does not have an office in this
state, the name and street address of the partnership's agent for
service of process;
(4) a 4. A statement that the partnership elects to be a
limited liability partnership; and
(5) a 5. A deferred effective date, if any.
(e) E. The agent of a limited liability partnership for service
of process must be an individual resident of this state, a domestic
corporation, limited liability company, limited partnership, or
limited liability partnership; or a foreign corporation, limited
ENGR. H. B. NO. 2565 Page 3 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
liability company, limite d partnership, or limited liability
partnership having a place of business and authorized to do business
in this state.
(f) F. The status of a partnership as a limited liability
partnership is effective on the later of the filing of the statement
or a date specified in the statement. The status remains effective,
regardless of changes in the partnership, until it is canceled
pursuant to subsection (d) of Section 1 -105 of this title. A
statement of dissolution filed under Section 1 -805 of this title
effects a cancellation upon completion of the partnership's winding
up. For purposes of this subsection (f) of this section only, the
winding up is presumed to be complete on the first anniversary of
the filing of the statement of dissolution, which may be reb utted by
the prior filing of a statement indicating that the partnership is
continuing.
(g) G. The status of a partnership as a limited liability
partnership and the liability of its partners is not affected by
errors or later changes in the information r equired to be contained
in the statement of qualification under subsection (c) C of this
section.
(h) H. The filing of a statement of qualification establishes
that a partnership has satisfied all conditions precedent to the
qualification of the partnersh ip as a limited liability partnership.
ENGR. H. B. NO. 2565 Page 4 1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
(i) I. An amendment or cancellation of a statement of
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
J. No state officer, agency, board, or co mmission shall
declare, interpret, hold, classify, or otherwise find a limited
liability partnership is a similar entity to a limited liability
company. A limited liability partnership is hereby recognized as a
form of partnership subject to the provision s governing partnerships
including, but not limited to, the Oklahoma Revised Uniform
Partnership Act, Section 1 -100 et seq. of this title, whereas a
limited liability company is a separate and distinct form of entity
governed by the Oklahoma Limited Liabil ity Company Act, Section 2000
et seq. of Title 18 of the Oklahoma Statutes.
SECTION 2. This act shall become effective November 1, 2025.
Passed the House of Representatives the 25th day of March, 2025.
Presiding Officer of the House
of Representatives
Passed the Senate the _____ day of __________, 2025.
Presiding Officer of the Senate