§ 54-1-105 — Execution, filing, and recording of statements.

Execution, Filing, and Recording of Statements. (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this act with respect to partnership property located in or transactions that occur in this state. (b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this act. (c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (d) A person authorized by this act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (f) The county clerk recording transfers of real property may collect a fee for recording a statement. (g) The Secretary of State shall charge and collect the following fees: (1) for filing a statement, a fee of One Hundred Dollars ($100.00); (2) for filing an amendment, cancellation, or dissolution, a fee of Fifty Dollars ($50.00); (3) for filing a statement of denial, a fee of Twenty-five Dollars ($25.00); (4) for filing a statement of disassociation, a fee of Twenty- five Dollars ($25.00); (5) for filing a statement of change of agent or office, resignation of agent, or change of chief executive office, a fee of Twenty-five Dollars ($25.00); (6) for filing a change of address for any individual or other person authorized to do business in this state designated by a partnership as its registered agent for service of process, or the change of name or the resignation of a registered agent, a fee of Twenty-five Dollars ($25.00) for the first forty partnerships and Five Dollars ($5.00) for each additional partnership within any bulk filing; (7) for filing a statement of conversion, a fee of One Hundred Dollars ($100.00); (8) for filing a statement of merger, a fee of One Hundred Dollars ($100.00); and (9) for filing a fictitious name certificate, a fee of Fifty Dollars ($50.00), and for an amendment to the certificate, a fee of Twenty-five Dollars ($25.00). (h) A partnership name filed in a statement pursuant to this act may not be the same as or indistinguishable from the name of any other partnership, corporation, limited liability company or limited partnership, trade name or fictitious name, or other name reserved with or on file with the Secretary of State. (i) The provisions of subparagraph h of this paragraph shall not apply if one of the following is filed with the Secretary of State: (1) the written consent of the other partnership, corporation, limited liability company, limited partnership, or holder of the trade name, fictitious name or other reserved name to use the same or indistinguishable name with the addition of one or more words, numerals, numbers or letters to make that name distinguishable upon the records of the Secretary of State, except that the addition of words, numerals, numbers or letters to make the name distinguishable shall not be required where such written consent states that the consenting entity is about to change its name, cease to do business, withdraw from the state or be wound up, or (2) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of such partnership or holder of partnership name to the use of such name in this state. (j) Any signature on any instrument authorized to be filed with the Secretary of State under any provision of this act may be by facsimile.

Legislative History

Added by Laws 1997, c. 399, § 6, eff. Nov. 1, 1997. Amended by Laws 2008, c. 253, § 33; Laws 2009, c. 447, § 5, eff. Jan. 1, 2010. 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).