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STATE OF OKLAHOMA
1st Session of the 60th Legislature (2025)
SENATE BILL 476 By: Rader
AS INTRODUCED
An Act relating to limited liability companies and
registered series; amending 18 O.S. 2021, Section
2055.3, as amended by Section 22, Chapt er 121, O.S.L.
2024 (18 O.S. Supp. 2024, Section 2055.3), which
relates to reinstatement of limited liability company
or registered series; providing exception to personal
liability protections for members or managers;
updating statutory reference; and providing an
effective date.
BE IT ENACTED BY THE PEOPLE OF THE STAT E OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2021, Section 2055.3, as
amended by Section 22, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2024,
Section 2055.3), is amended to read as follows:
Section 2055.3.
REINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES
A. A domestic limited liability company or registered series
not in good standing for failure to file an annual certificate and
pay the annual certificate fees or registered agent fees, including
a domestic limited l iability company or registered series whose
articles of organization or registered series have been canceled
under subsection B of Section 2012.1 of this title, or a foreign
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limited liability company or registered series whose registration
was withdrawn for failure to file an annual certificate and pay the
annual certificate fees or registered agent fees may apply to the
Secretary of State for reinstatement by:
1. Filing all delinquent annual certificates with the Secretary
of State and paying all delinque nt annual certificate fees or paying
all delinquent registered agent fees to the Secretary of State; and
2. Filing an application for reinstatement with the Secretary
of State stating its name at the time it ceased to be in good
standing or was withdrawn, the date it ceased to be in good standing
or was withdrawn, and its current name, if its name at the time it
ceased to be in good standing or was withdrawn is no longer
available under Section 2008 or 2045 of this title.
If the Secretary of State determin es that the application
contains the required information, the information is correct, all
delinquent certificates or other filings are submitted, all
delinquent fees are paid, a nd the name satisfies the requirements of
Section 2008 or 2045 of this title, the Secretary of State shall
accept the application for reinstatement and issue a certificate of
reinstatement in the manner provided in Section 2007 of this title
for domestic limited liability companies, Section 14 2054.5 of this
act title for domestic registered series, or Section 2044 of this
title for foreign limited liability companies or foreign registered
series. If the limited liability company or registered series is
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required to change its name because its name at the time it ceased
to be in good standing or was withdrawn is no longer available,
acceptance of the reinstatement shall constitute an amendment to the
domestic limited liability company ’s articles of organizat ion or the
domestic registered series ’ articles of registered series to change
its name or the adoption of a fictitious name by the foreign limited
liability company or registered series, as applicable. The
application for reinstatement may amend the arti cles of organization
of the domestic limited liability company or the articles of
registered series of the registered series or the application for
registration of the foreign limited liability company or registered
series, subject in either case to the pa yment of the additional fee
required in Section 2055 of this title for amendme nts; provided,
that the application may not extend the term of a limited liability
company or registered series that had expired before the application
for reinstatement. For pu rposes of this section, a foreign limited
liability company or registered series applying for reinstatement is
deemed to have done business continually in the state following the
administrative withdrawal.
B. When reinstatement under this section has beco me effective,
the reinstatement relates back to and takes effect as if the
domestic limited liability company or registered series had never
ceased to be in good standing and as if its articles of organization
or articles of registered series, as the case may be, had never been
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canceled, or as if the foreign limited liability or registered
series registration was never withdrawn.
C. The failure of a domestic limited liability company or
registered series or foreign limited liability company or registered
series to file an annual certificate and pay an annual certificate
fee or a registered agent fee to the Secretary of State shall not
impair the validity on any contract, deed, mortgage, security
interest, lien or act of the domestic limited liability compan y or
registered series or foreign limited liability company or registered
series or prevent the domestic limited liability company or
registered series or foreign limited liability company or registered
series from defending any action, suit , or proceeding with any court
of this state.
D. All real and personal property, and all rig hts and
interests, which belonged to the domestic limited liability company
or registered series at the time its articles of organization or
articles of registered series, as the case may be, were canceled or
which were acquired by the limited liability company or registered
series after cancellation, and which were not disposed of before its
reinstatement, shall be vested in the limited liability company or
registered series afte r its reinstatement as fully as they were held
by the limited liability compan y or registered series at, and after,
as the case may be, the time its articles of organization or
articles of registered series were canceled.
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E. A member or manager of a domes tic limited liability company
or registered series or foreign limited liability company or
registered series is not liable for the debts, obligations , or
liabilities of the domestic limited liability company or registered
series or foreign limited liabilit y company or registered series
solely by reason of the failure of the domestic limited liability
company or registered series or foreign limited liability company or
registered series to file an annual certificate and pay an annual
certificate fee or a reg istered agent fee to the Secretary of State
or by reason of the domestic limited liability company or registered
series ceasing to be in good standing or its articles of
organization or articles of registered series being canceled or the
foreign limited liability company or registered series ceasing to be
duly registered, unless the member or manager knew or should have
known that the company ceased to be in good standing, that the
articles of organization had been canceled, or that the company
ceased to be duly registered, and the limited liability company or
registered series does not have sufficient net assets to cover the
obligations at the time the member or manager bound the company to
the liability.
SECTION 2. This act shall become ef fective November 1, 2025.
60-1-1273 QD 1/8/2025 9:29:54 PM