{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2055.3","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2055.3","heading":"Reinstatement of a limited liability company or","body":"registered series.\n\nREINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES\n\nA. A domestic limited liability company or registered series\n\nnot in good standing for failure to file an annual certificate and\n\npay the annual certificate fees or registered agent fees, including\n\na domestic limited liability company or registered series whose\n\narticles of organization or registered series have been canceled\n\nunder subsection B of Section 2012.1 of this title, or a foreign\n\nlimited liability company or registered series whose registration\n\nwas withdrawn for failure to file an annual certificate and pay the\n\nannual certificate fees or registered agent fees may apply to the\n\nSecretary of State for reinstatement by:\n\n1. Filing all delinquent annual certificates with the Secretary\n\nof State and paying all delinquent annual certificate fees or paying\n\nall delinquent registered agent fees to the Secretary of State; and\n\n2. Filing an application for reinstatement with the Secretary\n\nof State stating its name at the time it ceased to be in good\n\nstanding or was withdrawn, the date it ceased to be in good standing\n\nor was withdrawn, and its current name, if its name at the time it\n\nceased to be in good standing or was withdrawn is no longer\n\navailable under Section 2008 or 2045 of this title.\n\nIf the Secretary of State determines that the application\n\ncontains the required information, the information is correct, all\n\ndelinquent certificates or other filings are submitted, all\n\ndelinquent fees are paid, and the name satisfies the requirements of\n\nSection 2008 or 2045 of this title, the Secretary of State shall\n\naccept the application for reinstatement and issue a certificate of\n\nreinstatement in the manner provided in Section 2007 of this title\n\nfor domestic limited liability companies, Section 14 of this act for\n\ndomestic registered series, or Section 2044 of this title for\n\nforeign limited liability companies or foreign registered series.\n\nIf the limited liability company or registered series is required to\n\nchange its name because its name at the time it ceased to be in good\n\nstanding or was withdrawn is no longer available, acceptance of the\n\nreinstatement shall constitute an amendment to the domestic limited\n\nliability company’s articles of organization or the domestic\n\nregistered series’ articles of registered series to change its name\n\nor the adoption of a fictitious name by the foreign limited\n\nliability company or registered series, as applicable. The\n\napplication for reinstatement may amend the articles of organization\n\nof the domestic limited liability company or the articles of\n\nregistered series of the registered series or the application for\n\nregistration of the foreign limited liability company or registered\n\nseries, subject in either case to the payment of the additional fee\n\nrequired in Section 2055 of this title for amendments; provided,\n\nthat the application may not extend the term of a limited liability\n\ncompany or registered series that had expired before the application\n\nfor reinstatement. For purposes of this section, a foreign limited\n\nliability company or registered series applying for reinstatement is\n\ndeemed to have done business continually in the state following the\n\nadministrative withdrawal.\n\nB. When reinstatement under this section has become effective,\n\nthe reinstatement relates back to and takes effect as if the\n\ndomestic limited liability company or registered series had never\n\nceased to be in good standing and as if its articles of organization\n\nor articles of registered series, as the case may be, had never been\n\ncanceled, or as if the foreign limited liability or registered\n\nseries registration was never withdrawn.\n\nC. The failure of a domestic limited liability company or\n\nregistered series or foreign limited liability company or registered\ning and as if its articles of organization\n\nor articles of registered series, as the case may be, had never been\n\ncanceled, or as if the foreign limited liability or registered\n\nseries registration was never withdrawn.\n\nC. The failure of a domestic limited liability company or\n\nregistered series or foreign limited liability company or registered\n\nseries to file an annual certificate and pay an annual certificate\n\nfee or a registered agent fee to the Secretary of State shall not\n\nimpair the validity on any contract, deed, mortgage, security\n\ninterest, lien or act of the domestic limited liability company or\n\nregistered series or foreign limited liability company or registered\n\nseries or prevent the domestic limited liability company or\n\nregistered series or foreign limited liability company or registered\n\nseries from defending any action, suit or proceeding with any court\n\nof this state.\n\nD. All real and personal property, and all rights and\n\ninterests, which belonged to the domestic limited liability company\n\nor registered series at the time its articles of organization or\n\narticles of registered series, as the case may be, were canceled or\n\nwhich were acquired by the limited liability company or registered\n\nseries after cancellation, and which were not disposed of before its\n\nreinstatement, shall be vested in the limited liability company or\n\nregistered series after its reinstatement as fully as they were held\n\nby the limited liability company or registered series at, and after,\n\nas the case may be, the time its articles of organization or\n\narticles of registered series were canceled.\n\nE. A member or manager of a domestic limited liability company\n\nor registered series or foreign limited liability company or\n\nregistered series is not liable for the debts, obligations or\n\nliabilities of the domestic limited liability company or registered\n\nseries or foreign limited liability company or registered series\n\nsolely by reason of the failure of the domestic limited liability\n\ncompany or registered series or foreign limited liability company or\n\nregistered series to file an annual certificate and pay an annual\n\ncertificate fee or a registered agent fee to the Secretary of State\n\nor by reason of the domestic limited liability company or registered\n\nseries ceasing to be in good standing or its articles of\n\norganization or articles of registered series being canceled or the\n\nforeign limited liability company or registered series ceasing to be\n\nduly registered.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"27503012f8aa4ba0f6634c0d15bd3b07b9e1196051232f04c107e97b14fa4980","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2055.2","next":"us-ok/okla.-stat.-tit.-18-18-2056"},"notice":"GroundRules: Original legal text. Not legal advice."}