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STATE OF OKLAHOMA
1st Session of the 60th Legislature (2025)
SENATE BILL 1031 By: Daniels
AS INTRODUCED
An Act relating to limited liability partnerships;
amending 37A O.S. 2021, Section 2 -146, as amended by
Section 2, Chapter 192, O.S.L. 2022 (37A O.S. Supp.
2024, Section 2-146), which relates to the Oklahoma
Alcoholic Beverage Control Act; modifying scope of
applicability; amending 54 O.S. 2021, Section 1 -1001,
which relates to the Oklahoma Revised Uniform
Partnership Act; clarifying cert ain definitions;
updating statutory language; and providing an
effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 37A O.S. 2021, Section 2 -146, as
amended by Section 2, Chapter 192, O.S.L. 2022 (37A O.S. Supp. 2024,
Section 2-146), is amended to read as follows:
Section 2-146. A. The ABLE Commission shall refuse to issue a
wine and spirits wholesaler, beer distributor, retail spirits,
retail wine or retail beer license, either on an original
application or a renewal application, if it has reasonable groun ds
to believe and finds any of the following to be true:
1. Except in the case of a beer distributor, that the applicant
is not a citizen of the United States or is not a quali fied elector
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in this state, or has not been a continuous resident of this state
for the five (5) years next preceding the application for the
license;
2. That the applicant is under twenty -one (21) years of age;
3. That the applicant or any partner, or s pouse of the
applicant or any partner, has been convicted of a felony;
4. That the applicant or any partner, or spouse of the
applicant or any partner, has been convicted of a violation of any
state or federal law relating to alcoholic beverages, has forf eited
a bond while any charge of such violation was pending, nor may any
license be granted for any purpose under the Oklahoma Alcoholic
Beverage Control Act to an Oklahoma resident, who has held or whose
spouse has held a Federal Liquor Stamp in Oklahoma before the
adoption of Article XXVIII -A of the Oklahoma Constitution unless the
Liquor Stamp was granted for supplying alcoholic beverages to a
federal military installation, or was granted under the Oklahoma
Alcoholic Beverage Control Act;
5. That the applicant or any partner has, within twelve (12)
months next preceding the date of the application, violated any
provision of the Oklahoma Alcoholic Beverage Control Act or rule of
the ABLE Commission promulgated pursuant hereto. Provided, however,
that if the ABLE Commission has, during such twelve -month period,
suspended any license sought to be renewed, such renewal application
may be approved if the term of the suspension has been completed and
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the applicant has complied with any special conditions impos ed in
connection with the suspension;
6. That the applicant is in the habit of using alcoholic
beverages to excess or is mentally incapacitated;
7. That the applicant does not own or have a written lease for
the premises for which a license is sought;
8. That the applicant, within twelve (12) months next preceding
the date of application, has been the holder of a license revoked
for cause;
9. That the applicant is not the real party in interest, or
intends to carry on the business authorized by the lice nse as the
agent of another;
10. That the applicant, in the case of an application for
renewal of any license, would not be eligible for such license on a
first application;
11. That the applicant is a person who appoints or is a law
enforcement official or is an employee of the ABLE Commission;
12. That the proposed location of t he licensed premises would
violate a valid municipal nondiscriminatory zoning ordinance;
13. That, in the case of an application for a wine and spirits
wholesaler license or be er distributor license, any brewer or
manufacturer, including an officer, director or principal
stockholder thereof or any partner, has any financial interest in
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the business to be conducted under the license, unless otherwise
permitted by law;
14. That the issuance of the license applied for would result
in a violation of any provi sion of the Oklahoma Alcoholic Beverage
Control Act;
15. That, in the case of an application for a wine and spirits
wholesaler or beer distributor license, the applicant or any
partner, or spouse of the applicant or any partner, is the holder or
partner of the holder of any other class of license issued under the
provisions of the Oklahoma Alcoholic Beverage Control Act, other
than an agent or employee license for employment by the applicant,
or a storage license, bonded warehouse license, carrier license or
private carrier license; provided, nothing shall prohibit a wine and
spirits wholesaler, who is otherwise qualified, from maintaining
beer distributor licenses in the state, nor a beer distributor, who
is otherwise qualified, from maintaining a wine and spirits
wholesaler license in the state;
16. That, in the case of an application for a retail spirits,
retail wine or retail beer license, the applicant or any partner is
the holder or partner of the holder, or employee of such holder of
any other class of license issued under the provisions of the
Oklahoma Alcoholic Beverage Control Act, other than a storage
license or an employee license for the proposed licensed premises of
the applicant, provided, nothing in this title shall prohibit an
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applicant for a retail wine and/or retail beer license from
maintaining a separate mixed beverage, caterer, mixed
beverage/caterer combination license, and/or an on -premises beer and
wine license; or
17. That the applicant or any partner, spouse, employee or
other person affiliated with the applicant is not in compliance with
the tax laws of this state as required in Article XXVIII -A of the
Oklahoma Constitution.
B. The provisions of this se ction shall not operate to prohibit
the issuance of a beer distributor license or a wine and spirits
wholesalers license under common ownership to a corporation or
partnership, including a limited liability partnership, or limited
liability company.
SECTION 2. AMENDATORY 54 O.S. 2021, Section 1 -1001, is
amended to read as follows:
Section 1-1001. Nature and Purpose; Statement of Qualification.
(a) A. A limited liability partnership is a partnership under
the laws of this state an d 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.
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(b) B. A partnership may become a limited liability partnership
pursuant to this section.
(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 requir ed 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 pa rtnership’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
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corporation, limited liability company, limited partnership, or
limited liability partnership; or a foreign corporatio n, limited
liability company, limited 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) D of Section 1-105 of this title. A
statement of dissolution filed u nder Section 1-805 of this title
effects a cancellation upon completion of the partnership’s winding
up. For purposes of this subsection (f) F of this section only, the
winding up is presumed to be complete on the first anniversary of
the filing of the st atement of dissolution, which may be rebutted 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 required to be contained
in the statement of qualification under subsection (c) C of this
section.
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(h) H. The filing of a statement of qualification establishes
that a partnership has satisfied all conditions precede nt to the
qualification of the partnership as a limited liability partnership.
(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. A limited liability partnership (LLP) is not defined as a
similar entity to a limited liability company (LLC) as such term is
used in the Oklahoma Alcoholic Beverage Control Act under Sections
1-101 et seq. of Title 37A of the Oklahoma Statutes. An LLP is
recognized as a form of partnership subject to the provisions
governing partnerships including, but not limited to, the Oklahoma
Revised Uniform Partnership Act, Section 1 -100 et seq. of this
title, whereas an LLC is a separate and distinct form of enti ty
governed by the Oklahoma Limited Liability Company Act, Section 2000
et seq. of Title 18 of the Oklahoma Statutes.
SECTION 3. This act shall become effective November 1, 2025.
60-1-134 TEK 1/16/2025 2:30:28 PM