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ENGR. S. A. TO ENGR. H. B. NO. 2565 Page 1
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ENGROSSED SENATE AMENDMENT
TO
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 ]
AMENDMENT NO. 1. Page 1, strike the stricken title, enacting clause
and entire bill and insert
“An Act relating to alcoholic beverages; amending 37A
O.S. 2021, Section 2-156, which relates to
limitations on ownership interests in package stores
and retail spirits licenses; updating statutory
language; allowing certain partnership to hold
certain license; allowing certain conversion without
requiring certain actions; requiring certain notice
to Alcoholic Beverage Laws Enforcement Commission;
requiring certain disclosure by certain partner; and
providing an effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 37A O.S. 2021, Section 2-156, is
amended to read as follows:
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Section 2-156. A. No retail spirits license shall be issued to
a corporation, limited liability company or similar business entity.
No person may own any interest in more than two package stores;
provided, a spouse of a retail spirits license holder may hold a
separate interest in up to two (2) package stores. For the purpose
only of establishing whether or not a person owns an interest in
more than one package store, any person having a beneficial interest
in any package store shall be deemed to be a partner in the package
store except that the spouse of any retail spirits license holder or
partner shall not be deemed to be a partner or have a beneficial
interest in a package store unless his or her name appears on the
license. A beneficial interest shall be any interest that benefits
from any sales or profits of the package store.
B. For purposes of this section, any spouse of a retail spirits
license holder shall not hold another license provided for pursuant
to the Oklahoma Alcoholic Beverage Control Act, except a retail wine
license, retail beer license, on-premises beer and wine license,
mixed beverage license, a caterer’s license or a retail spirits
license.
C. Package stores licensed under the Oklahoma Alcoholic
Beverage Control Act may sell only alcoholic beverages in retail
containers as defined in Section 1-103 of this title, in the
original package for consumption off the premises; provided, that
package stores licensed under the Oklahoma Alcoholic Beverage
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Control Act that are also mixed beverage licensees shall not be
prohibited from the exercise of the authorities granted to them by
Section 2-110 of this title. All retail sales shall be made on the
licensed premises and all deliveries off the premises, at retail, of
intoxicating liquor or beer are hereby prohibited. Provided, a
holder of a Retail Spirits License retail spirits license shall be
permitted to sell at retail any item that may be purchased at a
grocery store or convenience store, as defined by law, except for
motor fuel, so long as the sale of items other than alcoholic
beverages do does not comprise more than twenty percent (20%) of the
holder’s monthly sales.
D. A limited partnership or a limited liability partnership may
hold a retail spirits license. If an existing retail spirits
licensee is organized as a limited partnership, the licensee may
convert to a limited liability partnership at any time without the
need to reapply for a license or suspend business operations, as
long as the licensee notifies the Alcoholic Beverage Laws
Enforcement (ABLE) Commission of the conversion within ninety (90)
days of the conversion. Each partner of a limited partnership or a
limited liability partnership shall be fully disclosed to the ABLE
Commission and shall be a natural person. Nothing in this section
shall be construed to permit a limited partnership or a limited
liability partnership holding a retail spirits license to be owned
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by a corporation, limited liability company, or other partnership
authorized under the laws of this state.
SECTION 2. This act shall become effective November 1, 2025.”
Passed the Senate the 8th day of May, 2025.
Presiding Officer of the Senate
Passed the House of Representatives the ____ day of __________,
2025.
Presiding Officer of the House
of Representatives
ENGR. H. B. NO. 2565 Page 1
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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 OKLAHOMA:
SECTION 3. 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.
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(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
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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) 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 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.
(h) H. The filing of a statement of qualification establishes
that a partnership has satisfied all conditions precedent to the
qualification of the partnership as a limited liability partnership.
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(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 commission 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 provisions 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 Liability Company Act, Section 2000
et seq. of Title 18 of the Oklahoma Statutes.
SECTION 4. 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