Okla. Stat. » Title 18 — CORPORATIONS
Oklahoma Statutes

Okla. Stat. tit. 18, § 2055.2 (2026)

Annual certificate for domestic limited liability

✓ current as of July 2026
Find cases: SyfertCases citing this section OK-LEGoklegislature.gov JustiaOkla. Stat. CornellLII Search CasesGoogle Scholar

company and registered series and foreign limited liability company. ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND FOREIGN LIMITED LIABILITY COMPANY A. Every domestic limited liability company and every foreign limited liability company registered to do business in this state shall file a certificate each year in the Office of the Secretary of State, which confirms it is an active business and includes its principal place of business address, and shall pay an annual certificate fee of Twenty-five Dollars ($25.00). B. The annual certificate shall be due on the anniversary date of filing the articles of organization, articles of registered series, or registration, as the case may be, until cancellation of the articles of organization or articles of registered series or withdrawal of the registration. C. The Secretary of State shall, at least sixty (60) days before the anniversary date of each year, cause a notice of the annual certificate to be sent to each domestic limited liability company and registered series and each foreign limited liability company and registered series required to comply with the provisions of this section to its last known electronic mail address of record with the Secretary of State. D. A domestic limited liability company or registered series or foreign limited liability company or registered series that fails to file the annual certificate and pay the annual certificate fee within sixty (60) days after the date due shall cease to be in good standing as a domestic limited liability company or registered series or registered as a foreign limited liability company or registered series in this state. E. Except for accepting a resignation of a registered agent when a successor registered agent is not being appointed or an application for reinstatement, the Secretary of State shall not accept for filing any certificate or articles, or issue any certificate of good standing, in respect to any domestic limited liability company or registered series that has ceased to be in good standing or foreign limited liability company or registered series that has ceased to be registered, unless or until the domestic limited liability company or registered series has been reinstated in good standing or the foreign limited liability company or registered series has been reinstated as a foreign limited liability company or registered series duly registered in this state.

F. A domestic limited liability company or registered series that has ceased to be in good standing or a foreign limited liability company or registered series that has ceased to be registered in this state may not maintain any action, suit or proceeding in any court of this state until the domestic limited liability company or registered series has been reinstated in good standing or the foreign limited liability company or registered series has been reinstated as a foreign limited liability company or registered series duly registered in this state. An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of the domestic limited liability company or registered series or foreign limited liability company or registered series on any right, claim or demand arising out of the transaction of business by the domestic limited liability company or registered series after it has ceased to be in good standing or a foreign limited liability company or registered series that has ceased to be registered in this state until the domestic limited liability company or registered series or foreign limited liability company or registered series, or any person that has acquired all or substantially all of its assets, has caused the limited liability company or registered series to be reinstated in good standing or as a foreign limited liability company or registered series duly registered in this state, as applicable. Added by Laws 2001, c. 405, § 39, eff. Nov. 1, 2001. Amended by Laws 2006, c. 22, § 1, eff. Nov. 1, 2006; Laws 2008, c. 253, § 31; Laws 2012, c. 245, § 1, eff. Nov. 1, 2012; Laws 2017, c. 323, § 55, eff. Nov. 1, 2017; Laws 2024, c. 121, § 21, 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).

Notes of Decisions
Cited in 6 cases (1 in the last 5 years), 2012–2024 · leading case: Ivey Brookside, LLC v. White (In re White), 556 B.R. 489 (Bankr. N.D. Okla 2016).
Sort: Relevance Newest Treatment
Ivey Brookside, LLC v. White (In re White), 556 B.R. 489 (Bankr. N.D. Okla 2016). · cites it 2× “Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its certificate of incorporation by the corporation, its officers and agents during the time when its certificate of incorporation was forfeited or after its…”
Mineral Acquisitions v. Hamm, 2020 OK CIV APP 55 (Okla. Civ. App. 2020). · cites it 3× “1(B) suspends cancellation of an LLC's articles of organization, or provides the entity continues in existence, pending winding up. [O]nce three years have passed from the due date for the fee or certificate, the Act plainly provides for a more serious penalty.”
AT & T Advert., L.P. v. Winningham, 280 P.3d 360 (Okla. Civ. App. 2012). “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.”
Northcutt v. Fulton (W.D. Okla. 2020). · cites it 3× “First, Plaintiff argues that under Okla. Stat. tit. 18, § 2055.2 , Fulton Trucking failed to either file its annual certificate or pay the annual fee to the Oklahoma Secretary of State, forcing it into “inactive status.”
Northcutt v. Fulton (W.D. Okla. 2020). · cites it 2× “Okla. Stat. tit. 18, § 2055.2 describes the statutory requirement for limited liability companies to obtain an annual certificate from the Office of the Secretary of State for an annual fee of $25.”
Elite Motorsports LLC v. Peoplease LLC (W.D. Okla. 2024). “” Okla. Stat. tit. 18, § 2055.2 (F). However, if a limited liability company is reinstated, “the reinstatement relates back to and takes effect as if the domestic limited liability company had never ceased to be in good standing.”
— Okla. Stat. tit. 18, § 2055.2(B) — 1 case
Mineral Acquisitions v. Hamm, 2020 OK CIV APP 55 (Okla. Civ. App. 2020). “1(B) suspends cancellation of an LLC's articles of organization, or provides the entity continues in existence, pending winding up. [O]nce three years have passed from the due date for the fee or certificate, the Act plainly provides for a more serious penalty.”
— Okla. Stat. tit. 18, § 2055.2(F) — 1 case
Ivey Brookside, LLC v. White (In re White), 556 B.R. 489 (Bankr. N.D. Okla 2016). “Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its certificate of incorporation by the corporation, its officers and agents during the time when its certificate of incorporation was forfeited or after its…”
— Okla. Stat. tit. 18, § 2055.2(G) — 2 cases
Ivey Brookside, LLC v. White (In re White), 556 B.R. 489 (Bankr. N.D. Okla 2016). “Such reinstatement shall validate all contracts, acts, matters and things made, done and performed within the scope of its certificate of incorporation by the corporation, its officers and agents during the time when its certificate of incorporation was forfeited or after its…”
Mineral Acquisitions v. Hamm, 2020 OK CIV APP 55 (Okla. Civ. App. 2020). “1(B) suspends cancellation of an LLC's articles of organization, or provides the entity continues in existence, pending winding up. [O]nce three years have passed from the due date for the fee or certificate, the Act plainly provides for a more serious penalty.”
— Okla. Stat. tit. 18, § 2055.2(G)(2012) — 1 case
Mineral Acquisitions v. Hamm, 2020 OK CIV APP 55 (Okla. Civ. App. 2020). “1(B) suspends cancellation of an LLC's articles of organization, or provides the entity continues in existence, pending winding up. [O]nce three years have passed from the due date for the fee or certificate, the Act plainly provides for a more serious penalty.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.