A Foreign LLP Filing a Statement of Qualification in Oklahoma

Oklahoma's partnership act has a short article for foreign LLPs, Sections 1-1101 through 1-1105 of Title 54. A foreign LLP is one that gets its LLP status from a jurisdiction besides Oklahoma. The law of that jurisdiction continues to govern the relations among the partners and between them and the partnership, and the partners' liability for its obligations. Differences between Oklahoma law and the home law are no ground for refusing the statement.

A statement of foreign qualification also has limits. It does not let the partnership engage in business or exercise a power that a partnership could not engage in or exercise in Oklahoma as an LLP. The status takes hold on whichever is later, the filing or a date written into the statement, and stays until cancelled.

The rule is in 54 O.S. 1-1102(a): before transacting business in Oklahoma, a foreign LLP must file the statement. The act does not define transacting business, but 1-1104(a) identifies ten activities that are outside the meaning of transacting business:

• Bringing, defending or settling litigation
• Holding meetings of its partners or doing other work on its internal affairs
• Maintaining bank accounts
• A transfer agency for its own securities, or trustees and depositories holding them
• Selling through independent contractors
• Orders solicited in Oklahoma that bind only on acceptance elsewhere
• Taking on or buying debt, secured or not
• Debt collection and foreclosure, plus looking after the property recovered
• A stand-alone deal completed inside thirty days, not part of a pattern of like dealings
• Interstate commerce

The same section adds that the exclusions do not answer whether other Oklahoma laws on service, taxation or regulation reach the partnership.

Income-producing property counts

Subsection (b) of the same section turns property ownership into a trigger. Under that subsection, income-earning Oklahoma real estate or tangible personal property is itself business here, unless the list above already covers the property. A partnership that rents out Oklahoma real estate, or leases out equipment located in the state, has to qualify even if it does nothing else in Oklahoma. Property held only because the partnership collected a debt or foreclosed on a mortgage stays under the exclusion for holding property acquired that way.

Form 0096 bears the title Statement of Foreign Qualification, with Foreign Limited Liability Partnership beneath it. Its header offers three boxes: Initial Statement at $100, Amended Statement at $50 and Cancelled Statement at $50. The fee schedule on the Secretary of State's site has no line for this filing, and the form carries a 2012 revision date, so confirm the current fee with the Business Filing Department before sending a check. The office takes filings by mail or in person at 421 N.W. 13th in Oklahoma City, and in person same-day handling is an extra $50.

What the statement asks for

• The partnership's legal name, plus, if it will trade under a different name in Oklahoma, that name; the name used must end with one of six accepted LLP designations, running from "LLP" to "Registered Limited Liability Partnership"
• The street address of its headquarters (no P.O. box)
• If different, the street address of an office of the partnership in Oklahoma, if there is one
• With no Oklahoma office, a named agent and the agent's street address for service
• A deferred effective date, if wanted
• For an amendment or cancellation, the substance of the change

The form says at least two partners must sign.

Oklahoma does not ask for a good standing or existence certificate, or any other home-state paper, with a foreign LLP's statement. The statute lists what the statement contains, and Form 0096 follows that list. With nothing to order, no age limit comes into play. By contrast, Oklahoma's corporation and LLC forms demand a home-state certificate dated within sixty days, so do not assume a certificate rule carries over.

The partners' signatures are the form's only assurance. Since two partners sign a document stating that the partnership holds LLP status elsewhere, make sure the home-state status is current before they do.

An agent goes on the statement only if the partnership lacks an Oklahoma office. That agent must live in Oklahoma or be some other person entitled to transact business there. The form's wording is an individual resident or a domestic or qualified corporation, limited liability company, limited partnership or limited liability partnership, and the address cannot be a P.O. box.

A partnership that does have an Oklahoma office lists that office instead. If an agent is named and later changes, the correction goes on an amended statement on Form 0096, which costs $50.

The forms page, the fee schedule and the FAQ show no annual certificate or periodic report for foreign LLPs, unlike the yearly certificates Oklahoma asks of LLCs and limited partnerships. The status stays effective until the statement is cancelled, whatever changes occur in the partnership.

Changes in the information on file, such as the address of the chief executive office or an agent, are filed on the amended statement for $50. A partnership leaving Oklahoma files the cancelled statement for the same $50. Taxes are a separate subject from qualification: the statute states that its list does not determine taxation, so ask an accountant what applies.

Section 1-1103 sets out what follows. It keeps a foreign LLP from bringing or continuing a case in Oklahoma while it transacts business here without a statement in effect. The partnership's contracts and acts remain valid, and a lawsuit against the partnership can still be answered.

Partners do not lose their liability limit merely because the partnership operated without the statement. The Secretary of State is available for service of claims growing out of the partnership's Oklahoma business. Section 1-1105 authorizes the Attorney General to sue for an injunction against a foreign LLP whose business violates the article. No fine or daily penalty is stated.

The checkout Mainstay uses for qualification works only for LLCs and for-profit corporations, so Form 0096 is for the LLP or its attorney. Mainstay supplies the Oklahoma registered agent at $149 a year, held flat when it renews. When the partnership needs an agent on the statement, Mainstay's street address is the one listed and the one the public record shows.

Process delivered to the agent is scanned the day it arrives and added to your account free, and the first three agency mailings each year are scanned at no charge. If an agent is already on file, the partnership can move to Mainstay, which files the amended statement and passes through the state's $50 at cost. The Oklahoma registered agent page has the details. Mainstay is not a law firm, so ask an attorney whether your partnership must qualify.