§ 18-2010 — Registered office and agent.

Oklahoma § 18-2010

• Jurisdiction: Oklahoma
• Title 18: Corporations

Text

A. Every domestic limited liability company and registered series shall continuously maintain in this state: 1. A registered office which may be, but need not be, the same as its principal place of business; and 2. A registered agent for service of process on the limited liability company or registered series that may be the domestic limited liability company or registered series itself, an individual resident of this state or a domestic or qualified foreign corporation, limited liability company or general or limited partnership including a limited liability partnership or a limited liability 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. B. 1. A limited liability company or registered series may designate or change its registered agent, registered office or principal office by filing with the Office of the Secretary of State a statement authorizing the designation or change and signed by any manager. 2. A limited liability company or registered series may change the street address of its registered office by filing with the Office of the Secretary of State a statement of the change signed by any manager. 3. A designation or change of a principal office or registered agent or street address of the registered office for a limited liability company or registered series under this subsection is effective when the Office of the Secretary of State files the statement, unless a later effective date or time, which shall be a specified date or time not later than a time on the ninetieth day after the filing, is provided in the statement. C. 1. A registered agent who changes its, his or her name or street address in the state may notify the Office of the Secretary of State of the change by filing with the Office of the Secretary of State a statement of the change signed by the agent or on the agent’s behalf. 2. The statement shall include: a. the name of the limited liability company or registered series for which the change is effective, b. the new name or street address, or both, of the registered agent, and c. the date on which the change is effective, if to be effective after the filing date. 3. If the new address of the registered agent is the same as the new address of the principal office of the limited liability company or registered series, the statement may include a change of address of the principal office if: a. the registered agent notifies the limited liability company or registered series of the change in writing, and b. the statement recites that the registered agent has done so. 4. The change of address of the registered agent or principal office is effective when the Office of the Secretary of State files the statement, unless a later effective date or time, which shall be a specified date or time not later than a time on the ninetieth day after the filing, is provided in the statement. D. 1. A registered agent may resign by filing with the Office of the Secretary of State a copy of the resignation, signed and acknowledged by the registered agent, which contains a statement that notice of the resignation was given to the limited liability company or registered series at least thirty (30) days before the filing of the resignation by mailing or delivering the notice to the limited liability company or registered series at its address last known to the registered agent and specifying the address therein. 2. The resignation is effective thirty (30) days after it is filed, unless a later effective date or time, which shall be a specified date or time not later than a time on the ninetieth day after the filing, is provided in the resignation. 3. If a domestic limited liability company or registered series fails to obtain and designate a new registered agent before the resignation is effective, the Secretary of State shall be deemed to be the registered agent of the limited liability company or registered series until a new registered agent is designated. E. If a limited liability company or registered series has no registered agent or the registered agent cannot be found, then service of process on the limited liability company or registered series may be made by serving the Secretary of State as its agent as provided in Section 2004 of Title 12 of the Oklahoma Statutes.

Legislative History

Added by Laws 1992, c. 148, § 11, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 6, eff. Sept. 1, 1993; Laws 1999, c. 421, § 26, eff. Nov. 1, 1999; Laws 2001, c. 406, § 11, emerg. eff. June 4, 2001; Laws 2004, c. 255, § 37, eff. Nov. 1, 2004; Laws 2008, c. 253, § 22; Laws 2021, c. 51, § 19, eff. Nov. 1, 2021; Laws 2024, c. 121, § 6, eff. Nov. 1, 2024. NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).