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PROCEDURES FOR REGISTERING A FOREIGN LIMITED LIABILITY COMPANY IN OKLAHOMA This outline is intended as an aid to register ing a foreign limited liability company to transact business in Oklahoma pursuant to the provisions of the Oklahoma Limited Liability Company Act in Title 18 of the Oklahoma Statutes . PLEASE CONSULT THIS ACT CAREFULLY. The Oklahoma Limited Liability Company Act app lies to all limited liability companies except those expressly excluded (see reverse side of this instruction shee t) and those for which special statutes are in existence with which the provisions of Title 18 may conflict. FILING PROCEDURE: l. PREPARE and FILE with the Secretary of State an original application for registration, signed by a manager, member, or other person. Instruments may be mailed or delivered in person. The address of the Secretary of State is 2300 N. Lincoln Blvd., Room 1 01, State Capitol Building, Oklahoma City, OK 7310 5- 4897. Phone: (405) 521-3912 2. FILE with the Secretary of State an original certificate from the certifying officer of the jur isdiction of its organization attesting to the foreign limited liabi lity company's organization under the laws of such jurisdiction. 3. PAY to the Secretary of State - a fee of $300.00. Make checks payable to the Oklahoma Secr etary of State. INSTRUCTIONS FOR PREPARING APPLICATION FOR REGISTRA TION: 1. NAME - The nam e SHALL contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as Ltd. and t he word company may be abbreviated as Co. The name shall be such as to distinguish it upon th e records in the office of the Secretary of State from the names of: (1) corporations, both domestic and foreign, then exis ting or which have existed at any time during the preceding three (3) years; or (2) then existing domestic and foreign limited partner ships; or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (5) corporate, limited partnership or limited liability company names reserved with th e Secretary of State. You may check the availability of a name in advance by telephoning the Office of the Secretary of State at (405) 521-3912 , coming in person or by written request. Prior to registering a limited liability company, a name may be reserved for a period of sixty (60) days by filing a name r eservation application and paying a fee of $10.00. 2. REGISTERED AGENT - Oklahoma law requires the Secretary of State to be the primary registered agent for foreign limited liability companies. For actin g 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. You may a ppoint an ADDITIONAL AGENT for service of process, in which case the agent sh all be an individual resident of this state, or a domestic or qualified foreign corporation, limited liability co mpany or limited partnership. 3. ADDITIONAL REQUIREMENTS (18 O.S., Section 2046) - If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other f acts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file a certificate with the Secretary of State, sig ned by a manager, member or other person, correctin g the statement. Any changes in the principal office, registered age nt, or the registered agent's address shall also be recorded with the Secretary of State by filing a statement of such ch anges. Please contact this office for the proper change fo rms. PLEASE NOTE: The following is Section 2049 of Title 18. Please be advised that this office cannot make the determination as to whether a limited liability company conforms with any of the activities descri bed. That decision is the responsibility of the limited liability company. Title 18, Section 2049 A. The following activities of a foreign limited li ability 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 a ny 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 t rustees 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 an d security interests in real or personal property; 8. Securing or collecting debts or enforcing mortga ges and security interest in property securing the debts; 9. Holding, protecting, renting, maintaining and op erating real or personal property in this state so acquired; 10. Selling or transferring title to property in this s tate to any person; or 11. Conducting an isolated transaction that is comp leted within thirty (30) days and that is not one in the course of repeated transactions of a like na ture. B. For the purposes of this section, any foreign li mited liability company which owns income- producing real or tangible personal property in thi s state, other than property exempted by subsection A of this section, will be considered tr ansacting business in this state. C. This section does not apply in determining the c ontracts 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 0083-11/99) FILING FEE : $300.00 PRINT CLEARLY APPLICATION FOR REGISTRATION OF A FOREIGN LIMITED LIABILITY COMPANY TO : OKLAHOMA SECRETARY OF STATE 2300 N Lincoln Blvd., Room 101, State Capito l Building Oklahoma City, Oklahoma 73105-4897 (405) 521-3912 PLEASE NOTE: A . This application must be accompanied by an original certificate from the certifying officer of the jur isdiction of the foreign limited liability company ’s organization attesting to the foreign limited lia bility company’s organizatio n under the laws o f such jurisdiction. This certificate is most common ly known as a Certificate of Good Standing or a Certificate of Existenc e and is usually issued by the Secretary of State ’s office. This certificat e must be date d within the last 60 days. B. The n ame under which a foreign limited liability company may register shall contain either the word s limite d liability compan y, limited company or one of the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbrevi ated a s LTD. and the word company may be abbreviated a s CO. (Title 18, Oklahoma Statutes, Sectio n 2008) C. If the name of the foreign limited liability company does not s atisfy the statutory requirements as set out in paragraph "B" of this for m or if the name of such company is not available for u se in the state of Oklahoma, a st atement by its manager duly adopting a fictitious name tha t is available, and/or which does satisfy the statutory requirements , MUST BE ATTACHED HERETO . Such fictitious na me shall be used to the exclusion of the limited liability company ’s true name when transacting business in Oklahoma. (Title 18, Oklahoma Statutes, Section 2045) The undersigned, for the purpos e of registering a foreign limited liability company pursuant to the provisions of Title 18, Oklahoma Statutes, Section 2043, hereby execute s the following application: 1. The name of the limited liability company is: 2. The state or other jurisdiction of its formation: 3. The date of its formation: 4.The name and street address of a regist ered agent for service of process in Oklahoma, if a ny (The agent must be an i ndividual resident of this state, or a domestic or qualified foreign corporation, limited liability company or limited partnership.) Name Street Address CityZip Code (P.O. BOXES ARE NOT ACCEPTABLE) 5. The Office of the S ecretary of State is hereby appointed the agent for service of process if no agent has been appointed, or if appointed, the agent's authority has been revoke d or if the agent cannot be found or served with the exercise of reasonable diligence. 6. 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: Street Address CityStateZip Code MUST BE SIGNED BY A MANAGER, MEMBER, OR OTHER PERSON Dated this day of , . Signature Type or print name and list title, if applicable Address (SOS FORM 0081-11/99)