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PROCEDURES FOR AUTHORIZING A FOREIGN LIMITED PARTNERSHIP IN (How to Start a Business)

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(SOS FORM 0037-07/12)
This information is intended as an aid to authorizing a foreign limited partnership to transact business in the state
of Oklahoma pursuant to the provisions of Title 54, Section 501-901A of the Oklahoma Statutes. PLEASE CONSULT
THE STATUTES CAREFULLY.
The Uniform Limited Partnership Act of 2010 applies to all limited partnerships except those expressly excluded
(see reverse side of instruction sheet) and those for which special statutes are in existence with which the provisions of
Title 54 may conflict.
FILING PROCEDURES:
1. Prepare and file with the Secretary of State one (1) signed copy of the certificate of authority.
Attach a Certificate of Good Standing or Existence or a record of similar import signed by the Secretary of State or other
official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose
law the foreign limited partnership is organized.
2. Pay to the Secretary of State a filing fee of Three Hundred Dollars ($300.00). (Title 54, Section 500-206A)
3. Make checks, cashier’s checks, or money orders payable to the Oklahoma Secretary of State. Instruments
may be mailed, delivered in person, filed on-line at www.sos.ok.gov, or faxed to (405) 521-3771. The address of
the Secretary of State is 2300 N. Lincoln Blvd., Room 101, State Capitol Building, Oklahoma City,
Oklahoma 73105-4897. If delivered in person, there will be an additional Twenty-five Dollar ($25.00) fee for
each document filed same day. The Secretary of State accepts Visa, Discover, MasterCard, or American Express
if filing in person, on-line, or by fax; however, there will be a four percent (4%) service charge added for the use
of a credit card. (Title 18, Section 1142)
If filed by fax, a cover letter with the following information must be attached: the credit card number, the expiration date, the
name on the card, the dollar ($) amount you authorize this office to charge, and a return address
.
INSTRUCTIONS FOR PREPARING THE CERTIFICATE OF AUTHORITY:
1. The foreign limited partnership must indicate whether or not it is a limited liability limited partnership.
2. A) NAME OF LIMITED PARTNERSHIP – The name of the foreign limited partnership MUST contain the
phrase “limited partnership” or the abbreviations “LP” or “L.P” and may not contain the phrase “limited
liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”
B) NAME OF LIMITED LIABILITY LIMITED PARTNERSHIP – The name of the foreign limited liability
limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP”
or “L.L.L.P.” and must not contain the abbreviation “L.P.” or “LP”.
The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of: (1)
corporations, both domestic and foreign, then existing or which have existed at any time during the preceding three (3) years;
or (2) then existing domestic and foreign limited partnerships; 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 the Secretary of State. (Title 54, Section 108A)
The AVAILABILITY of a name can be checked in advance by telephoning the Secretary of State at (405) 522-2520,
checking on-line at www.sos.ok.gov, or by coming in person. Prior to organizing a limited partnership, a name may be
reserved for a period of sixty (60) days by filing a Name Reservation application and paying a fee of Ten Dollars ($10.00).
(Title 54, Section 500-109A)
3. STATE – Indicate the name of the state, country, or jurisdiction where the foreign limited partnership was
originally organized.
4. PRINCIPAL OFFICE – The street and mailing address of the principal executive office of the foreign limited
partnership, wherever located.
PROCEDURES FOR AUTHORIZING
A FOREIGN LIMITED PARTNERSHIP IN OKLAHOMA
(SOS FORM 0037-07/12)
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.
C. 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.
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(SOS FORM 0030-07/12)
6. E-MAIL address of the primary contact for the registered business:
Notice of the Annual Certificate will ONLY be sent to the limited partnership at its last known electronic mail address
of record.
7. NAME and street and mailing address of the registered agent for service of process in the state of
Oklahoma:
The agent shall be an individual resident of Oklahoma or a domestic or qualified foreign corporation,
limited liability company, or limited partnership.
Oklahoma
Name Street & Mailing Address City State Zip Code
(P.O. BOXES ARE NOT ACCEPTABLE)
8. The Office of the Secretary 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 revoked, or if the agent cannot be found or
served with the exercise of reasonable diligence.
9. NAME and street and mailing address of each general partner:
Name Street & Mailing Address City State Zip Code
The certificate of authority must be signed by all general partners stated within article #9.
If the general partner is a corporation, then the certificate shall be signed by the president or vice president of the
corporation and attested to by the secretary or assistant secretary of said corporation.
• Signed this day of , by:
Signature of General Partner Signature of General Partner
Printed Name Printed Name
Title Title
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PROCEDURES FOR AUTHORIZING A FOREIGN LIMITED PARTNERSHIP IN (How to Start a Business)

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