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5. REQUIRED OFFICE – The street and mailing address of the foreign limited partnership’s principal office and,

if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited

partnership to maintain an office in that jurisdiction, the street and mailing address of the required office.

6. E-MAIL ADDRESS – The e-mail address of the primary contact for the registered business. Every domestic and

foreign limited partnership or limited liability limited partnership registered to do business in Oklahoma shall file

an annual certificate each year on the company’s anniversary date, and shall pay an annual certificate fee of Fifty

Dollars ($50.00). (Title 54, Section 500-210A; 206A.8) Notice of this annual certificate will be sent to the

limited partnership at its last known office address of record.

7. ADDITIONAL REGISTERED AGENT AND REGISTERED OFFICE – The name and street address of the

registered agent in the state of Oklahoma. The registered agent accepts service of process in the event of a

lawsuit against the 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. If an additional registered agent is designated, service of process shall be on

that agent and not the Secretary of State. The registered office address must be a physical address and cannot be a

post office address.

8. REGISTERED AGENT: SECRETARY OF STATE – The Oklahoma Secretary of State shall act as the

registered agent ONLY if no agent has been appointed for service of process in the state of Oklahoma. For

acting as the registered agent, a fee of One Hundred Dollars ($100.00) shall be paid on the first day of July

each year to the office of the Secretary of State. An ADDITIONAL AGENT may be appointed for service of

process, in which case the agent shall be an individual resident of this state or a domestic or qualified foreign

corporation, limited liability company or limited partnership. If you choose to appoint an additional registered

agent, there will not be a One Hundred Dollar ($100.00) fee due in July.

9. GENERAL PARTNER(S) – The name and street and mailing address of each general partner.

10.

EXECUTION – The certificate of authority must be signed by all general partners listed in the certificate. A

certificate signed on behalf of a corporation shall be signed by the president or vice president of said corporation

and attested to by its secretary or assistant secretary. (Title 54, Section 500-204A)

EXCEPTIONS TO REQUIREMENTS

PLEASE NOTE:

The following information is taken from Title 54, Section 500-903A of the Oklahoma Statutes pertaining to foreign

limited partnerships that are exempt from the requirement of filing a certificate of authority with the Secretary of

State. Please be advised that this office cannot make the determination as to whether a limited partnership conforms

to one of the exceptions described below. That decision is the responsibility of the limited partnership.

Title 54, Section 500-903A

A. The following activities of a foreign limited partnership do not constitute transacting business within the meaning of this

article:

1. Maintaining, defending, and settling an action or proceeding;

2. Holding meetings of its partners or carrying on any other activity concerning its internal affairs;

3. Maintaining accounts in financial institutions;

4. Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own

securities or maintaining trustees or depositories with respect to those securities;

5. Selling through independent contractors;

6. Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the

orders require acceptance outside this state before they become contracts;

7. Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;

8. Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and

holding, protecting, and maintaining property so acquired;

9. Conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar

transactions of a like manner; and

10. Transacting business in interstate commerce.

B. For the purposes of this article, the ownership in this state of income-producing real property or tangible personal property,

other than property excluded by subsection A of this section, constitutes transacting business in this state.

This section does not apply in determining the contracts or activities that may subject a foreign limited partnership to service

of process or taxation, or regulation under any other law of this state.

(SOS FORM 0037-07/12)

Sos Form 0037 - Procedures For Authorizing A Foreign Limited Partnership In Oklahoma 2012 Page 2

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