Application For Registration Form (Foreign Limited Liability Company) - Oklahoma Secretary Of State Page 2
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4of the registered agent in the state of Oklahoma. The registered agent accepts service of process in the event of a
lawsuit against the limited liability company. 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.
5. 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 Forty Dollars ($40.00) shall be paid on the first day of July each year to the
office of the Secretary of State. (Title 18, Section 2055) 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 Forty Dollar ($40.00) fee due in July.
6. PRINCIPAL OFFICE ADDRESS – The address of the office required to be maintained in the state of its
organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability
company.
7. E-MAIL ADDRESS – The e-mail address of the primary contact for the registered business. Every domestic and
foreign limited liability company registered to do business in Oklahoma shall file an annual certificate each year on
the company’s anniversary date, which confirms it is an active business and includes its principal place of business
address and e-mail address, and shall pay an annual certificate fee of Twenty-five Dollars ($25.00). (Title 18,
Section 2055.2) Notice of this annual certificate will ONLY be sent to the limited liability company at its last
known electronic mail address of record.
EXCEPTIONS TO REQUIREMENTS
PLEASE NOTE:
The following information is taken from Title 18, Section 2049 of the Oklahoma Statutes pertaining to foreign limited
liability companies that are exempt from the requirement of filing an application for registration with the Secretary of
State. Please be advised that this office cannot make the determination as to whether a limited liability company
conforms to one of the exceptions described below. That decision is the responsibility of the limited liability company.
Title 18, Section 2049
A. The following activities of a foreign limited liability company, among others, do not constitute transacting business
within the meaning of this act:
1. Maintaining, defending, or settling any proceeding;
2. Holding meetings of its members or carrying on any other activities concerning its internal affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability
company's own securities or maintaining trustees or depositaries with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail 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 and security interests in real or personal property;
8. Securing or collecting debts or enforcing mortgages and security interest in property securing the debts;
9. Holding, protecting, renting, maintaining and operating real or personal property in this state so acquired;
10. Selling or transferring title to property in this state to any person; or
11. Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course
of repeated transactions of a like nature.
B. For the purposes of this section, any foreign limited liability company which owns income-producing real or
tangible personal property in this state, other than property exempted by subsection A of this section, will be
considered transacting business in this state.
C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability
company to service of process or taxation in this state or to regulation under any other law of this state.
(SOS FORM 0083-07/12)
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