KENNETH L. BUETTNER, Presiding Judge.
{1 Defendant/Appellant E. Vance Win-ningham appeals from summary judgment granted in favor of Plaintiff/Appellee AT & T Advertising, LP., d/b/a AT & T Advertising & Publishing, in AT & T's suit against Win-ningham to recover money owed on contracts for advertising. The material facts are undisputed and they show that Winningham signed the contracts and owed the balance claimed. Winningham claimed that he executed the contracts on behalf of an LLC and was therefore not personally liable. The LLC was cancelled by the Secretary of State before Winningham signed the contracts. It therefore was not a legal entity in existence when the contracts were signed and Win-ningham was not shielded from liability by an LLC. We affirm.
12 AT & T filed its Petition September 4, 2009. In its Motion for Summary Judgment, filed April 1, 2011, AT & T included 20 statements of undisputed facts.1 AT & T claimed that Winningham signed the contracts when AVA was not a legal entity and that accordingly, Winningham was personally liable for the debts. AT & T attached the contracts signed by Winningham, as well as a record from the Oklahoma Secretary of State showing AVA was cancelled July 1, 2007 and later filed Articles of Conversion to a Professional Corporation July 14, 2009.
13 In his Response, Winningham denied the statements of fact regarding the amounts owed on the contracts because those statements were supported by an unsworn statement.[362]*3622 Winningham otherwise admitted AT & T's statements 1-16. He denied statement 17 to the extent it indicated Winningham signed the contracts in his individual capacity rather than as agent for AVA. Winningham admitted statements 18 and 19. Finally, he asserted that statement 20 was a conclusion of law which he disputed. Winningham argued that a member of an LLC is not liable for the debts of the LLC "solely by reason of the failure of the (LLC) to file" the annual certificate and fees with the Secretary of State, citing 18 0.8.2001 § 2055.2(I).
{4 AT & T filed a Reply to Winningham's Objection May 12, 2011. AT & T asserted that In re Midpoint Development, 466 F.3d 1201 (10th Cir.2006) noted that an Oklahoma LLC which has been cancelled is no longer a legal entity, pursuant to 18 O.S.Supp.2004 § 2004(B)(1). AT & T further averred that according to 18 O.S8.Supp.2004 § 2012.1(B), an LLC is deemed cancelled by the Seere-tary of State when the LLC has failed to file a certificate within three-years of the due date. AT & T argued that because AVA had been cancelled and was not a legally cognizable entity, it was therefore not capable of contracting and Winningham was personally liable for the contracts.
T5 Winningham filed his own Motion for Summary Judgment May 24, 2011. He contended the facts were not in dispute and that the case presented the legal question of "the status of a debt of an LLC incurred while suspended for failure to pay its annual franchise fee and the personal liability if any, of the Defendant after reinstatement."
T 6 In response, AT & T asserted the issue before the court was whether the contracts were executed on behalf of a legally cognizable entity. AT & T disputed Winningham's assertion that he signed the contracts in a representative capacity based on AT & T's claim that AVA was not a legal entity when the contracts were executed. AT & T contended that the fact the print ads listed AVA had no bearing on whether AVA was a legal entity when the contracts were executed. Finally, AT & T disputed Winningham's claim that the contracts were made while AVA was suspended, based on AT & T's claim AVA was in fact cancelled, which AT & T contended was a distinct event from suspension with distinct consequences. AT & T asserted that Winningham was not entitled to judgment because he admitted he signed the contracts and he acknowledged full performance by AT & T as well as the validity of the balances due, and that AVA was can-celled at all relevant times.
T7 Following a hearing held July 21, 2011, the trial court granted summary judgment to AT & T in the amount of $34,288.68, with interest, costs and attorney fees. Winning ham appeals.
18 Summary judgment proceedings are governed by Rule 13, Rules for District Courts, 12 0.8.2001, Ch. 2, App.1. Summary judgment is appropriate where the record establishes no substantial controversy of material fact and the prevailing party is entitled to judgment as a matter of law. Brown v. Alliance Real Estate Group, 1999 OK 7, 976 P.2d 1043, 1045. Summary judgment is not proper where reasonable minds could draw different inferences or conclusions from the undisputed facts. Id. Further, we must review the evidence in the light most favorable to the party opposing summary judgment. Vance v. Fed. Natl. Mortg. Assn., 1999 OK 73, 988 P.2d 1275.
19 The question of law presented here is whether an LLC, which has been cancelled by the Secretary of State for nonpayment of fees for three years, provides a liability shield for its agent. The facts material to that question are not disputed.3
[363]*363T 10 Winningham sought to avoid liability under the following provision of the Oklahoma Limited Liability Company Act ("the Act"):
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I. A member or manager of a domestic limited liability company ... is not liable for the debts, obligations or liabilities of the domestic limited liability company ... solely by reason of the failure of the domestic limited liability company ... to file an annual certificate and pay an annual certificate fee or a registered agent fee to the Secretary of State or by reason of the domestic limited liability company ceasing to be in good standing or duly registered.
18 O.S.Supp.2004 § 2055.2. According to Winningham, once an LLC is created, its members will be free from liability for acts on behalf of the LLC in perpetuity unless the LLC voluntarily files for dissolution. AT & T counters that reading the Act in its entirety shows that Section 2055.2(I) applies where an LLC is "not in good standing" and only until the LLC is either dissolved or can-celled. We agree with AT & T that if we adopted Winningham's interpretation of the Act, there would be no motivation for an LLC ever to pay the fees or file the certificate required by the Act.
T 11 Under the Act, articles of organization are essential to an LLC's formation and existence as a separate legal entity. 18 O.S.Supp.2004 § 2001 and § 2004. The Act provides for cancellation of the articles of organization in Section 2012.1.4 Cancellation may occur either by the LLC filing notice of dissolution or by the LLC being deemed cancelled for failing to file the annual certificate or failing to pay the annual fee within three years of the date due. Section 2055.2, on which Winningham relies, includes express language distinguishing a cancelled LLC from one not in good standing.5 Win-[364]*364ningham's argument on liability would be correct in the case of an LLC which has "ceased to be in good standing" under the Act. However, once three years have passed from the due date for the fee or certificate, the Act plainly provides for a more serious penalty. That date triggers cancellation of the LLC.
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KENNETH L. BUETTNER, Presiding Judge.
{1 Defendant/Appellant E. Vance Win-ningham appeals from summary judgment granted in favor of Plaintiff/Appellee AT & T Advertising, LP., d/b/a AT & T Advertising & Publishing, in AT & T's suit against Win-ningham to recover money owed on contracts for advertising. The material facts are undisputed and they show that Winningham signed the contracts and owed the balance claimed. Winningham claimed that he executed the contracts on behalf of an LLC and was therefore not personally liable. The LLC was cancelled by the Secretary of State before Winningham signed the contracts. It therefore was not a legal entity in existence when the contracts were signed and Win-ningham was not shielded from liability by an LLC. We affirm.
12 AT & T filed its Petition September 4, 2009. In its Motion for Summary Judgment, filed April 1, 2011, AT & T included 20 statements of undisputed facts.1 AT & T claimed that Winningham signed the contracts when AVA was not a legal entity and that accordingly, Winningham was personally liable for the debts. AT & T attached the contracts signed by Winningham, as well as a record from the Oklahoma Secretary of State showing AVA was cancelled July 1, 2007 and later filed Articles of Conversion to a Professional Corporation July 14, 2009.
13 In his Response, Winningham denied the statements of fact regarding the amounts owed on the contracts because those statements were supported by an unsworn statement.[362]*3622 Winningham otherwise admitted AT & T's statements 1-16. He denied statement 17 to the extent it indicated Winningham signed the contracts in his individual capacity rather than as agent for AVA. Winningham admitted statements 18 and 19. Finally, he asserted that statement 20 was a conclusion of law which he disputed. Winningham argued that a member of an LLC is not liable for the debts of the LLC "solely by reason of the failure of the (LLC) to file" the annual certificate and fees with the Secretary of State, citing 18 0.8.2001 § 2055.2(I).
{4 AT & T filed a Reply to Winningham's Objection May 12, 2011. AT & T asserted that In re Midpoint Development, 466 F.3d 1201 (10th Cir.2006) noted that an Oklahoma LLC which has been cancelled is no longer a legal entity, pursuant to 18 O.S.Supp.2004 § 2004(B)(1). AT & T further averred that according to 18 O.S8.Supp.2004 § 2012.1(B), an LLC is deemed cancelled by the Seere-tary of State when the LLC has failed to file a certificate within three-years of the due date. AT & T argued that because AVA had been cancelled and was not a legally cognizable entity, it was therefore not capable of contracting and Winningham was personally liable for the contracts.
T5 Winningham filed his own Motion for Summary Judgment May 24, 2011. He contended the facts were not in dispute and that the case presented the legal question of "the status of a debt of an LLC incurred while suspended for failure to pay its annual franchise fee and the personal liability if any, of the Defendant after reinstatement."
T 6 In response, AT & T asserted the issue before the court was whether the contracts were executed on behalf of a legally cognizable entity. AT & T disputed Winningham's assertion that he signed the contracts in a representative capacity based on AT & T's claim that AVA was not a legal entity when the contracts were executed. AT & T contended that the fact the print ads listed AVA had no bearing on whether AVA was a legal entity when the contracts were executed. Finally, AT & T disputed Winningham's claim that the contracts were made while AVA was suspended, based on AT & T's claim AVA was in fact cancelled, which AT & T contended was a distinct event from suspension with distinct consequences. AT & T asserted that Winningham was not entitled to judgment because he admitted he signed the contracts and he acknowledged full performance by AT & T as well as the validity of the balances due, and that AVA was can-celled at all relevant times.
T7 Following a hearing held July 21, 2011, the trial court granted summary judgment to AT & T in the amount of $34,288.68, with interest, costs and attorney fees. Winning ham appeals.
18 Summary judgment proceedings are governed by Rule 13, Rules for District Courts, 12 0.8.2001, Ch. 2, App.1. Summary judgment is appropriate where the record establishes no substantial controversy of material fact and the prevailing party is entitled to judgment as a matter of law. Brown v. Alliance Real Estate Group, 1999 OK 7, 976 P.2d 1043, 1045. Summary judgment is not proper where reasonable minds could draw different inferences or conclusions from the undisputed facts. Id. Further, we must review the evidence in the light most favorable to the party opposing summary judgment. Vance v. Fed. Natl. Mortg. Assn., 1999 OK 73, 988 P.2d 1275.
19 The question of law presented here is whether an LLC, which has been cancelled by the Secretary of State for nonpayment of fees for three years, provides a liability shield for its agent. The facts material to that question are not disputed.3
[363]*363T 10 Winningham sought to avoid liability under the following provision of the Oklahoma Limited Liability Company Act ("the Act"):
[[Image here]]
I. A member or manager of a domestic limited liability company ... is not liable for the debts, obligations or liabilities of the domestic limited liability company ... solely by reason of the failure of the domestic limited liability company ... to file an annual certificate and pay an annual certificate fee or a registered agent fee to the Secretary of State or by reason of the domestic limited liability company ceasing to be in good standing or duly registered.
18 O.S.Supp.2004 § 2055.2. According to Winningham, once an LLC is created, its members will be free from liability for acts on behalf of the LLC in perpetuity unless the LLC voluntarily files for dissolution. AT & T counters that reading the Act in its entirety shows that Section 2055.2(I) applies where an LLC is "not in good standing" and only until the LLC is either dissolved or can-celled. We agree with AT & T that if we adopted Winningham's interpretation of the Act, there would be no motivation for an LLC ever to pay the fees or file the certificate required by the Act.
T 11 Under the Act, articles of organization are essential to an LLC's formation and existence as a separate legal entity. 18 O.S.Supp.2004 § 2001 and § 2004. The Act provides for cancellation of the articles of organization in Section 2012.1.4 Cancellation may occur either by the LLC filing notice of dissolution or by the LLC being deemed cancelled for failing to file the annual certificate or failing to pay the annual fee within three years of the date due. Section 2055.2, on which Winningham relies, includes express language distinguishing a cancelled LLC from one not in good standing.5 Win-[364]*364ningham's argument on liability would be correct in the case of an LLC which has "ceased to be in good standing" under the Act. However, once three years have passed from the due date for the fee or certificate, the Act plainly provides for a more serious penalty. That date triggers cancellation of the LLC. Indeed, following cancellation, filing the annual certificate is no longer required. 18 0.8.Supp.2004 § 2055.2(B). This indicates the Legislature's intent that cancellation means the LLC no longer exists.
{12 Indeed, the Tenth Cireuit Court of Appeals recognized that "(a)lthough not explicitly stated, it is reasonable to conclude that an L.L.C,. ceases to exist when its articles of organization are cancelled." In re Midpoint Development, supra, 466 F.3d at 1204 (emphasis added). Accord, Chadwick Farms Owners Ass'n v. FHC LLC, 166 Wash.2d 178, 207 P.3d 1251 (Wash.2009). As noted in Midpoint, the Act provides "(a) limited liability company formed under this act is a separate legal entity, the existence of which as a separate legal entity continues until cancellation of the limited liability company's articles of organization." 18 O.S8.S8upp.2004 § 2004(B)(1). Winningham contends Midpoint is not relevant because that case involved an LLC which itself filed articles of dissolution, rather than being can-celled by the Secretary of State for failure to comply with the statute. However, the Act shows that dissolution (voluntary) and cancellation (involuntary) have the same result: the LLC ceases to exist. We are not persuaded that distinction matters.6 We agree with the Tenth Circuit Court of Appeals' interpretation of the Act: onee cancelled, an LLC is no longer a separate legal entity,. The record does not show any dispute that AVA was [365]*365cancelled as an LLC during the time all of the contracts at issue in this case were executed. Accordingly, the lability shield afforded to members of LLCs was not in effect when the contracts were executed.
13 Winningham contends that AVA was reinstated after the contracts were executed, resulting in the lability shield being effective as if the LLC were never cancelled as a result of reinstatement. We disagree. The Act's provisions relating to reinstatement expressly address reinstatement as an LLC. The only evidence on this issue in this case is the Oklahoma Secretary of State Certificate, attached to the parties' summary judgment pleadings, which states that AVA was terminated May 17, 2004, cancelled July 1, 2007; and that AVA, P.C. filed Articles of Conversion and was incorporated July 14, 2009 "and is no longer an existing Domestic (LLC) ..." The Act was amended to allow reinstatement of LLCs effective January 1, 2010. 18 0.8.8upp.2008 § 2012.1(C) (effective January 1, 2010).7 Therefore, at the time AVA became a corporation, reinstatement as an LLC was not possible The Act now provides reinstatement does not extend the term of an expired LLC. 18 0.8.Supp.2008 § 2055.23(G). This implies no relation back for liability purposes. And, the Act provides that reinstatement occurs, in part, by the Secretary of State issuing a certificate for an LLC.
114 In this case, nothing in the record supports an inference that AVA sought reinstatement as an LLC after it was can-celled. AVA, LLC, was no longer in existence when it purported to "convert" to a corporation. It incorporated as a new entity. The Act provides that conversion of an LLC to another business entity does not require dissolution of the LLC. 18 O.8.8upp.2008 § 2054.2(E).8 In this case, however, while AVA filed "articles of conversion," it had previously been cancelled and did not exist as a separate entity capable of either not dissolving or converting to a different type of entity. And, Section 2054.2(I) expressly states that the conversion of an LLC to another business entity "shall not be deemed to affect any obligations or liabilities of the (LLC)] incurred before the conversion or the personal liability of any person imewrred before the conversion, ..." (Emphasis added.)9 For these reasons, we find AVA's [366]*366incorporation after the contracts were executed does not shield Winningham from liability on contracts signed when no business entity, for which he purported to act, was in existence.
1 15 Having determined that AVA was not a separate legal entity at the time the contracts were entered and that AVA's later incorporation did not shield Winningham from liability on contracts he signed during the time AVA was not a separate legal entity, we are constrained to agree with the trial court that Winningham is liable for the amounts due under the contracts.
[ 16 The undisputed facts in this case show that Winningham signed the contracts while no business entity offering limited liability was in existence and Winningham owed the amounts alleged due. AT & T was entitled to judgment as a matter of law and we AFFIRM.
JOPLIN, V.C.J., and MITCHELL, J. (sitting by designation), concur.