§ 18-2046. Foreign limited liability company - Correction certificate - Recording changes.

A.  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 in the Office of the Secretary of State a certificate, signed by a manager, member, or other person, correcting the statement and pay the fee provided for in Section 2055 of this title.

B.  A registered foreign limited liability company shall record any changes in its principal office, its registered agent, or the registered agent's address, by filing with the Office of the Secretary of State a statement of the change and paying the fee provided for in Section 2055 of this title.

C.  A foreign limited liability company authorized to transact business in this state shall promptly file a certificate, issued by the proper officer of the state or jurisdiction of its organization, attesting to the occurrence of a merger, in the Office of the Secretary of State and pay the fee provided for in Section 2055 of this title, whenever it is the surviving limited liability company and the merger:

1.  Changes any statement in the application of registration of the foreign limited liability company; or

2.  Involves any other foreign business entity authorized to transact business in this state.

D.  If the merger changes any arrangements or other facts described in the application for registration of the surviving foreign limited liability company, it shall also comply with the provisions of this section; provided that it will not be required to pay an additional fee.

E.  Whenever a foreign limited liability company authorized to transact business in this state ceases to exist because of a statutory merger or consolidation with a foreign business entity not qualified to transact business in this state, it shall comply with the provisions of Section 2047 of this title.

F.  A registered agent of a foreign limited liability company may resign by filing with the Office of the Secretary of State a copy of the resignation, signed and acknowledged by the agent, which contains a statement that notice of the resignation was given to the limited liability company at least thirty (30) days prior to the filing of the resignation by mailing or delivering the notice to the limited liability company at its address last known to the registered agent and specifying such address therein.

1.  Unless a later time is specified in the resignation, it is effective thirty (30) days after it is filed.

2.  If a foreign limited liability company fails to obtain and designate a new registered agent prior to the expiration of the thirty (30) days after the filing by the registered agent of a resignation statement, the Secretary of State shall be deemed to be the registered agent of such limited liability company.

G.  Any individual or domestic or qualified foreign corporation, limited liability company, or limited partnership designated by a foreign limited liability company as its registered agent for service of process may change the address of the registered office of the limited liability company or limited liability companies for which he or she is the registered agent to another address in this state by filing with the Secretary of State a certificate in the name of each affected limited liability company, executed and acknowledged by the registered agent, setting forth the address at which the registered agent has maintained the registered office, and further certifying to the new address to which the registered office will be changed on a given day, and at which new address the registered agent will thereafter maintain the registered office.  Thereafter, or until further change of address, as authorized by law, the registered office in this state shall be located at the new address of the registered agent thereof as given in the certificate.

H.  In the event of a change of name of any individual or domestic or qualified foreign corporation, limited liability company, or limited partnership designated by a foreign limited liability company as its registered agent for service of process, the registered agent shall file with the Secretary of State a certificate in the name of each affected limited liability company, executed and acknowledged by the registered agent, setting forth the new name of the registered agent, the name of the registered agent before it was changed, and the address at which the registered agent has maintained the registered office for the affected limited liability company, a change of name of any person or domestic or qualified foreign corporation, limited liability company, or limited partnership acting as registered agent as a result of a merger or consolidation of the registered agent, with or into another person or domestic or qualified foreign corporation, limited liability company, or limited partnership which succeeds to its assets by operation of law, shall be deemed a change of name for purposes of this section.

I.  If a limited liability company has no registered agent or the registered agent cannot be found, then service of process on the limited liability company may be made by serving the Secretary of State as its agent as provided in Section 2004 of Title 12 of the Oklahoma Statutes.

Added by Laws 1992, c. 148, § 47, eff. Sept. 1, 1992.  Amended by Laws 1999, c. 421, § 30, eff. Nov. 1, 1999; Laws 2001, c. 406, § 12, emerg. eff. June 4, 2001; Laws 2009, c. 447, § 3, eff. Jan. 1, 2010.