§ 54-1-1001 — Nature and purpose - Statement of qualification.

Nature and Purpose; Statement of Qualification. (a) A limited liability partnership is a partnership under the laws of this state and may engage in any business in this state in which a partnership may engage including, but not limited to, the rendering of professional services as defined in paragraph 6 of subsection A of Section 803 of Title 18 of the Oklahoma Statutes or the rendering of related professional services as defined in paragraph 7 of subsection A of Section 803 of Title 18 of the Oklahoma Statutes. (b) A partnership may become a limited liability partnership pursuant to this section. (c) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, by the vote necessary to amend those provisions. (d) After the approval required by subsection (c) of this section, a partnership may become a limited liability partnership by filing a statement of qualification with the Secretary of State. The statement must contain: (1) the name of the partnership; (2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this state, if any; (3) if the partnership does not have an office in this state, the name and street address of the partnership's agent for service of process; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. (e) The agent of a limited liability partnership for service of process must be an individual resident of this state, a domestic corporation, limited liability company, limited partnership, or limited liability partnership; or a foreign corporation, limited liability company, limited partnership, or limited liability partnership having a place of business and authorized to do business in this state. (f) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (d) of Section 1-105 of this title. A statement of dissolution filed under Section 1-805 of this title effects a cancellation upon completion of the partnership’s winding up. For purposes of this subsection (f) of this section only, the winding up is presumed to be complete on the first anniversary of the filing of the statement of dissolution, which may be rebutted by the prior filing of a statement indicating that the partnership is continuing. (g) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section. (h) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (i) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.

Legislative History

Added by Laws 1997, c. 399, § 55, eff. Nov. 1, 1997. Amended by Laws 2008, c. 253, § 37. 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).