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An Act
ENROLLED SENATE
BILL NO. 1641 By: Daniels of the Senate
and
Strom of the House
An Act relating to business entities; amending 18
O.S. 2021, Sections 2005, as amended by Section 3,
Chapter 121, O.S.L. 2024, 2043, and 2055.2, as
amended by Section 21, Chapter 121, O.S.L. 2024 (18
O.S. Supp. 2025, Sections 2005 and 2055.2) which
relate to the Oklahoma Limited Liability Company Act;
requiring submission of electronic mail address of
certain agents or entities to the Secretary of State;
amending 54 O.S. 2021, Sections 500-201A, 500-210A,
and 500-902A, which relate to the Uniform Limited
Partnership Act of 2010; requiring submission of
electronic mail address of certain agents or entities
to the Secretary of State; updating statutory
references; updating statutory language; and
providing an effective date.
SUBJECT: Electronic mail address for business entities
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2021, Section 2005, as
amended by Section 3, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 2005), is amended to read as follows:
Section 2005. A. The articles of organization shall set forth:
1. The name of the limited liability company;
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2. The term of the existence of the limited liability company
which may be perpetual; and
3. The street address of its principal place of business,
wherever located, and the name, electronic mail address, and street
address of its registered agent which shall be identical to its
registered office in this state.
B. If the limited liability company is to establish two or more
series of members, managers or membership interests having separate
rights, powers or duties as provided under Section 2054.4 of this
title or Section 14 2054.5 of this act title and the debts,
liabilities and obligations incurred, contracted for or otherwise
existing with respect to a particular series are to be enforceable
against the assets of the series only, the articles of organization
shall set forth a notice of the limitation on liabilities of the
series.
C. The articles of organization may set forth any other matters
the members determine to include. It is not necessary to set out in
the articles of organization any of the powers enumerated in Section
2000 et seq. of this title.
SECTION 2. AMENDATORY 18 O.S. 2021, Section 2043, is
amended to read as follows:
Section 2043. Before transacting business in this state, a
foreign limited liability company shall register with the Office of
the Secretary of State. In order to register, a foreign limited
liability company shall:
1. Pay to the Secretary of State a registration fee required by
Section 56 2055 of this act title;
2. Provide the Secretary of State with an original certificate
from the certifying officer of the jurisdiction of the foreign
limited liability company’s organization attesting to the foreign
limited liability company’s organization under the laws of such
jurisdiction; and
3. Submit to the Office of the Secretary of State an
application in duplicate for registration as a foreign limited
ENR. S. B. NO. 1641 Page 3
liability company, signed by a manager, member, or other person, and
setting forth:
a. the name of the foreign limited liability company and,
if different, the name under which it proposes to
transact business in this state,
b. the state or other jurisdiction and date of its
organization,
c. the name, electronic mail address, and street address
of a registered agent in this state which agent shall
be an individual resident of this state, or a domestic
or qualified foreign corporation, limited liability
company, or limited partnership. Each registered
agent shall maintain a business office identical with
the registered office which is open during regular
business hours to accept service of process and
otherwise perform the functions of a registered agent.
If an additional registered agent is designated,
service of process shall be on that agent and not on
the Secretary of State,
d. a statement that the Office of the Secretary of State
is appointed the agent of the foreign limited
liability company for service of process if no agent
has been appointed under subparagraph c of this
paragraph, 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,
e. 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, and
f. such additional information as may be necessary or
appropriate in order to enable the Office of the
Secretary of State to determine whether such limited
liability company is entitled to transact business in
this state.
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SECTION 3. AMENDATORY 18 O.S. 2021, Section 2055.2, as
amended by Section 21, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 2055.2), is amended to read as follows:
Section 2055.2.
ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND
FOREIGN LIMITED LIABILITY COMPANY
A. Every domestic limited liability company and every foreign
limited liability company registered to do business in this state
shall file a certificate each year in the Office of the Secretary of
State, which confirms it is an active business and includes its
principal place of business address and electronic mail address, and
shall pay an annual certificate fee of Twenty-five Dollars ($25.00).
B. The annual certificate shall be due on the anniversary date
of filing the articles of organization, articles of registered
series, or registration, as the case may be, until cancellation of
the articles of organization or articles of registered series or
withdrawal of the registration.
C. The Secretary of State shall, at least sixty (60) days
before the anniversary date of each year, cause a notice of the
annual certificate to be sent to each domestic limited liability
company and registered series and each foreign limited liability
company and registered series required to comply with the provisions
of this section to its last known electronic mail address of record
with the Secretary of State.
D. A domestic limited liability company or registered series or
foreign limited liability company or registered series that fails to
file the annual certificate and pay the annual certificate fee
within sixty (60) days after the date due shall cease to be in good
standing as a domestic limited liability company or registered
series or registered as a foreign limited liability company or
registered series in this state.
E. Except for accepting a resignation of a registered agent
when a successor registered agent is not being appointed or an
application for reinstatement, the Secretary of State shall not
accept for filing any certificate or articles, or issue any
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certificate of good standing, in respect to any domestic limited
liability company or registered series that has ceased to be in good
standing or foreign limited liability company or registered series
that has ceased to be registered, unless or until the domestic
limited liability company or registered series has been reinstated
in good standing or the foreign limited liability company or
registered series has been reinstated as a foreign limited liability
company or registered series duly registered in this state.
F. A domestic limited liability company or registered series
that has ceased to be in good standing or a foreign limited
liability company or registered series that has ceased to be
registered in this state may not maintain any action, suit or
proceeding in any court of this state until the domestic limited
liability company or registered series has been reinstated in good
standing or the foreign limited liability company or registered
series has been reinstated as a foreign limited liability company or
registered series duly registered in this state. An action, suit or
proceeding may not be maintained in any court of this state by any
successor or assignee of the domestic limited liability company or
registered series or foreign limited liability company or registered
series on any right, claim or demand arising out of the transaction
of business by the domestic limited liability company or registered
series after it has ceased to be in good standing or a foreign
limited liability company or registered series that has ceased to be
registered in this state until the domestic limited liability
company or registered series or foreign limited liability company or
registered series, or any person that has acquired all or
substantially all of its assets, has caused the limited liability
company or registered series to be reinstated in good standing or as
a foreign limited liability company or registered series duly
registered in this state, as applicable.
SECTION 4. AMENDATORY 54 O.S. 2021, Section 500-201A, is
amended to read as follows:
Section 500-201A.
FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED
PARTNERSHIP.
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(a) In order for a limited partnership to be formed, a
certificate of limited partnership must be delivered to the
Secretary of State for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with
Section 8 500-108A of this act title;
(2) the electronic mail address and the street and mailing
address of the initial designated office and the name, electronic
mail address, and street and mailing address of the initial agent
for service of process;
(3) the name, electronic mail address, and the street and
mailing address of each general partner;
(4) whether the limited partnership is a limited liability
limited partnership;
(5) the term of its duration if the duration is not to be
perpetual; and
(6) any additional information required by Article 11 Sections
500-1101A through 500-1113A of this act title.
(b) A certificate of limited partnership may also contain any
other matters but may not vary or otherwise affect the provisions
specified in subsection (b) of Section 10 500-110A of this act title
in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection
(a) of this section, subject to subsection (c) of Section 24 500-
206A of this act title, a limited partnership is formed when the
Secretary of State files the certificate of limited partnership.
(d) Subject to subsection (b) of this section, if any provision
of a partnership agreement is inconsistent with the filed
certificate of limited partnership or with a filed statement of
dissociation, cessation, or change or filed articles of conversion
or merger:
(1) the partnership agreement prevails as to partners and
transferees; and
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(2) the filed certificate of limited partnership, statement of
dissociation, cessation, or change or articles of conversion or
merger prevail as to persons, other than partners and transferees,
that reasonably rely on the filed record to their detriment.
SECTION 5. AMENDATORY 54 O.S. 2021, Section 500-210A, is
amended to read as follows:
Section 500-210A.
ANNUAL CERTIFICATE FOR SECRETARY OF STATE.
(a) A limited partnership or a foreign limited partnership
authorized to transact business in this state shall deliver to the
Secretary of State for filing an annual certificate that states:
(1) the name of the limited partnership or foreign limited
partnership;
(2) the street, mailing address and electronic mail address of
its designated office and the name, electronic mail address, and
street and mailing address of its agent for service of process in
this state; and
(3) in the case of a foreign limited partnership, the state or
other jurisdiction under whose law the foreign limited partnership
is formed and any fictitious name adopted under subsection (a) of
Section 500-905A of this title.
(b) Information in an annual certificate must be current as of
the date the annual certificate is delivered to the Secretary of
State for filing.
(c) The annual certificate is due on the anniversary date of
the filing of the certificate of limited partnership or certificate
of authority of a foreign limited partnership until cancellation of
the certificate of limited partnership or certificate of authority.
(d) The Secretary of State shall, at least sixty (60) days
before the anniversary date of each year, cause a notice of the
annual certificate to be sent to each domestic limited partnership
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and each foreign limited partnership required to comply with the
provisions of this section to the last known electronic mail address
of record with the Secretary of State.
SECTION 6. AMENDATORY 54 O.S. 2021, Section 500-902A, is
amended to read as follows:
Section 500-902A.
APPLICATION FOR CERTIFICATE OF AUTHORITY.
(a) A foreign limited partnership may apply for a certificate
of authority to transact business in this state by delivering an
application to the Secretary of State for filing. The application
must state:
(1) the name of the foreign limited partnership and, if the
name does not comply with Section 8 500-108A of this act title, a
fictitious name adopted pursuant to subsection (a) of Section 79
500-905A of this act. title;
(2) the name of the state or other jurisdiction under whose law
the foreign limited partnership is organized;
(3) the electronic mail address, and the street and mailing
address of the foreign limited partnership’s principal office and,
if the laws of the jurisdiction under which the foreign limited
partnership is organized require the foreign limited partnership to
maintain an office in that jurisdiction, the electronic mail
address, and the street and mailing address of the required office;
(4) the name, electronic mail address, and street and mailing
address of the foreign limited partnership’s initial agent for
service of process in this state;
(5) a statement that the Secretary of State is appointed the
agent of the foreign limited partnership for service of process if
no agent has been appointed pursuant to paragraph (4) of this
subsection 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;
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(6) the name, electronic mail address, and street and mailing
address of each of the foreign limited partnership’s general
partners; and
(7) whether the foreign limited partnership is a foreign
limited liability limited partnership.
(b) A foreign limited partnership shall deliver with the
completed application a certificate of good standing or existence or
a record of similar import signed by the Secretary of State or other
official having custody of the foreign limited partnership’s
publicly filed records in the state or other jurisdiction under
whose law the foreign limited partnership is organized.
SECTION 7. This act shall become effective November 1, 2026.
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Passed the Senate the 2nd day of March, 2026.
Presiding Officer of the Senate
Passed the House of Representatives the 4th day of May, 2026.
Presiding Officer of the House
of Representatives
OFFICE OF THE GOVERNOR
Received by the Office of the Governor this ____________________
day of ___________________, 20_______, at _______ o'clock _______ M.
By: _________________________________
Approved by the Governor of the State of Oklahoma this _________
day of ___________________, 20_______, at _______ o'clock _______ M.
_________________________________
Governor of the State of Oklahoma
OFFICE OF THE SECRETARY OF STATE
Received by the Office of the Secretary of State this __________
day of __________________, 20 _______, at _______ o'clock _______ M.
By: _________________________________