Free Registration of Foreign Limited Liability Company Forms and Procedures - Oklahoma

PROCEDURES FOR REGISTERING A FOREIGN LIMITED LIABILITY COMPANY IN OKLAHOMA
This outline is intended as an aid to registering a foreign limited liability company to transact business in Oklahoma pursuant to the provisions of the Oklahoma Limited Liability Company Act in Title 18 of the Oklahoma Statutes. PLEASE CONSULT THIS ACT CAREFULLY. The Oklahoma Limited Liability Company Act applies to all limited liability companies except those expressly excluded (see reverse side of this instruction sheet) and those for which special statutes are in existence with which the provisions of Title 18 may conflict. FILING PROCEDURE: l. PREPARE and FILE with the Secretary of State an original application for registration, signed by a manager, member, or other person. Instruments may be mailed or delivered in person. The address of the Secretary of State is 2300 N. Lincoln Blvd., Room 101, State Capitol Building, Oklahoma City, OK 731054897. Phone: (405) 521-3912 2. FILE with the Secretary of State an original certificate from the certifying officer of the jurisdiction of its organization attesting to the foreign limited liability company's organization under the laws of such jurisdiction. 3. PAY to the Secretary of State - a fee of $300.00. Make checks payable to the Oklahoma Secretary of State. INSTRUCTIONS FOR PREPARING APPLICATION FOR REGISTRATION: 1. NAME - The name SHALL contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as Ltd. and the word company may be abbreviated as Co. The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of: (1) corporations, both domestic and foreign, then existing or which have existed at any time during the preceding three (3) years; or (2) then existing domestic and foreign limited partnerships; or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (5) corporate, limited partnership or limited liability company names reserved with the Secretary of State. You may check the availability of a name in advance by telephoning the Office of the Secretary of State at (405) 521-3912, coming in person or by written request. Prior to registering a limited liability company, a name may be reserved for a period of sixty (60) days by filing a name reservation application and paying a fee of $10.00. 2. REGISTERED AGENT - Oklahoma law requires the Secretary of State to be the primary registered agent for foreign limited liability companies. For acting as the registered agent, a fee of forty dollars ($40.00) shall be paid on the first day of July each year to the office of the Secretary of State. You may appoint an ADDITIONAL AGENT for service of process, in which case the agent shall be an individual resident of this state, or a domestic or qualified foreign corporation, limited liability company or limited partnership. 3. ADDITIONAL REQUIREMENTS (18 O.S., Section 2046) - If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file a certificate with the Secretary of State, signed by a manager, member or other person, correcting the statement. Any changes in the principal office, registered agent, or the registered agent's address shall also be recorded with the Secretary of State by filing a statement of such changes. Please contact this office for the proper change forms.

PLEASE NOTE: The following is Section 2049 of Title 18. Please be advised that this office cannot make

the determination as to whether a limited liability company conforms with any of the activities described. That decision is the responsibility of the limited liability company.

Title 18, Section 2049

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this act: 1. Maintaining, defending, or settling any proceeding; 2. Holding meetings of its members or carrying on any other activities concerning its internal affairs; 3. Maintaining bank accounts; 4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or maintaining trustees or depositaries with respect to those securities; 5. Selling through independent contractors; 6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; 7. Creating or acquiring indebtedness, mortgages and security interests in real or personal property; 8. Securing or collecting debts or enforcing mortgages and security interest in property securing the debts; 9. Holding, protecting, renting, maintaining and operating real or personal property in this state so acquired; 10. Selling or transferring title to property in this state to any person; or 11. Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature. B. For the purposes of this section, any foreign limited liability company which owns incomeproducing real or tangible personal property in this state, other than property exempted by subsection A of this section, will be considered transacting business in this state. C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.

(SOS FORM 0083-11/99)

FILING FEE: $300.00

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APPLICATION FOR REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY
TO: OKLAHOMA SECRETARY OF STATE 2300 N Lincoln Blvd., Room 101, State Capitol Building Oklahoma City, Oklahoma 73105-4897 (405) 521-3912

PLEASE NOTE: A. This application must be accompanied by an original certificate from the certifying officer of the jurisdiction of the foreign limited liability company' organization attesting to the foreign limited liability company' organization s s under the laws of such jurisdiction. This certificate is most commonly known as a Certificate of Good Standing or a Certificate of Existence and is usually issued by the Secretary of State' office. This certificate must be dated s within the last 60 days. B. The name under which a foreign limited liability company may register shall contain either the words limited liability company, limited company or one of the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as LTD. and the word company may be abbreviated as CO. (Title 18, Oklahoma Statutes, Section 2008) C. If the name of the foreign limited liability company does not satisfy the statutory requirements as set out in paragraph "B" of this form or if the name of such company is not available for use in the state of Oklahoma, a statement by its manager duly adopting a fictitious name that is available, and/or which does satisfy the statutory requirements, MUST BE ATTACHED HERETO. Such fictitious name shall be used to the exclusion of the limited liability company' true name when transacting business in Oklahoma. (Title 18, Oklahoma Statutes, Section 2045) s The undersigned, for the purpose of registering a foreign limited liability company pursuant to the provisions of Title 18, Oklahoma Statutes, Section 2043, hereby executes the following application: 1. The name of the limited liability company is:

2. 3.

The state or other jurisdiction of its formation: The date of its formation:

4. The name and street address of a registered agent for service of process in Oklahoma, if any (The agent must be an individual resident of this state, or a domestic or qualified foreign corporation, limited liability company or limited partnership.)

Name

Street Address (P.O. BOXES ARE NOT ACCEPTABLE)

City

Zip Code

5. The Office of the Secretary of State is hereby appointed the agent for service of process if no agent has been appointed, or if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence. 6. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability company:

Street Address

City

State

Zip Code

MUST BE SIGNED BY A MANAGER, MEMBER, OR OTHER PERSON

Dated this

day of

,

.

Signature

Type or print name and list title, if applicable

Address

(SOS FORM 0081-11/99)