An Out-of-State Limited Partnership Getting Authority in Oklahoma

Oklahoma's Secretary of State calls this filing a certificate of authority, and the fee schedule lists it under the name Application for Registration, Foreign LP. Either way, it is the filing that lets a foreign limited partnership, including a limited liability limited partnership, transact business in Oklahoma. The Business Filing Department in Oklahoma City handles it, and papers can be mailed, delivered in person or filed online through the office's business filing system.

Foreign here means organized somewhere other than Oklahoma, whether in another state or abroad. The certificate of authority does not re-form the partnership, and its home-state agreement and records stay as they are. What Oklahoma gets is a record of the partnership, its general partners and its agent for service of process.

The Secretary of State's forms cite sections of Title 54 of the Oklahoma Statutes in the 500 series, for example the form for this filing cites section 500-902 and the yearly certificate cites section 500-210. When we looked for those sections on the Oklahoma Supreme Court Network, the online copy showed no readable text, and the older limited partnership sections that the fee schedule cites are marked repealed there.

Because of that, this guide does not quote the statute on what counts as doing business or on the consequences of skipping the filing, and it does not borrow the lists that govern corporations, LLCs or LLPs, which sit in different acts. Everything below comes from the forms and the fee schedule. If your partnership is on the line, an Oklahoma attorney can read the current act and tell you where the line is.

The form states its fee at the top and the fee schedule matches: $300 for a foreign limited partnership. Payment can be made by check, cashier's check or money order, or by card, which adds a 4 percent service charge. Handing the document in at the counter for same-day handling costs an extra $50, and no standard processing time is published.

What the certificate of authority asks for

• Whether it has elected LLLP status
• Its name, which has to contain "limited partnership" or the short form L.P. or LP (an LLLP uses its longer phrase or LLLP or L.L.L.P.)
• The jurisdiction where it is organized
• The street and mailing address of its principal office, wherever located, with no P.O. box
• The address of any office the law at home obliges it to maintain
• An email address for the primary contact, which is also where the annual certificate notice will be sent
• The registered agent for service of process in Oklahoma, with a street address
• Each general partner's name and addresses

Every general partner named in the form signs it. When a general partner is a corporation, an authorized officer signs for it.

Oklahoma wants a home-state record filed with the application. The form accepts a good standing certificate, an existence certificate, a Texas-style certificate of fact, or any record of similar import, signed by the home-state filing officer who holds the partnership's public records.

Unlike the corporation and LLC forms, the limited partnership form does not state an age limit for the document. A certificate issued a few weeks before filing avoids any argument, though, and the other two Oklahoma forms use a sixty-day window. You order it from the home state, since only that office can issue it. Mainstay does not order it.

The name of a limited partnership has to include one of the words or abbreviations in the form's note. If the legal name does not satisfy Oklahoma's requirements, or if another entity already holds it on Oklahoma records, the partnership attaches a statement from a general partner adopting a fictitious name that is available and meets the rules. That name is then the one it uses in Oklahoma. The Secretary of State publishes a name availability search, and $10 buys a 60-day name reservation.

On the form, the agent is an Oklahoma resident, or else an in-state corporation, LLC or LP (domestic or qualified foreign), at a street address. A company that is registered in Oklahoma to do business therefore fits, and a P.O. box does not.

Naming an agent is part of the form, and the form also says what happens if none is in place. Item 8 names the Secretary of State's office as the recipient of process whenever no agent is appointed, when an appointment has been revoked, or when the agent cannot be found or served despite reasonable diligence. The fee schedule lists an annual agent fee of $100 for foreign limited partnerships; read the fee schedule and ask the Business Filing Department how it applies if the Secretary of State is acting as your agent.

To appoint or change an agent, or to change the registered office, file SOS Form 0089, which costs $25.

Every year, on its registration anniversary, a foreign limited partnership files the Limited Partnership Annual Certificate. The fee is $50. The certificate confirms the partnership's principal office, its agent and the contact email, and a general partner signs it. It can be filed on paper or through the online system.

The notice that the certificate is due goes only to the email address in the record, not to the agent and not by mail, so keep that address current. If the certificate is not filed within sixty days after the due date, the partnership stops being registered. The Secretary of State's FAQ describes the same grace period and the consequence: the entity becomes inactive and is not in good standing. To come back, the partnership files a reinstatement form, which has no fee of its own, along with each annual certificate that is past due.

Amending and cancelling

Changing the partnership's name, principal office, agent or general partners is done on an Amended Certificate of Authority (Form 0031), which costs $100. Leaving Oklahoma means filing a Cancellation of Certificate of Authority (Form 0094), also $100. It is signed by a general partner and gives an address where service of process may be mailed.

The forms and fee schedule do not state any fine or lawsuit bar for a limited partnership that never gets its certificate of authority, and the statute text that would answer the question could not be confirmed. The one thing the form itself says is the agent point above: with no agent appointed, service goes to the Secretary of State.

Do not read that silence as safe. Oklahoma's acts for other entity types bar an unregistered foreign entity from suing, and some of them penalize it or let the Attorney General seek an injunction, so the limited partnership act may contain comparable provisions. Before you decide whether the partnership needs to file, or whether it can wait, get an Oklahoma attorney's reading of the current limited partnership act.

The qualification checkout Mainstay offers takes only LLCs and for-profit corporations. The partnership, or a lawyer acting for it, files Form 0030 directly. For $149 a year, unchanged at renewal, Mainstay acts as the Oklahoma registered agent, and the Oklahoma address you list on the form and in the public record is Mainstay's.

Process served on the agent is scanned to your account within that business day for nothing, and so are the first three state-agency letters of the year. Should another agent be on file, Mainstay sends the replacement through on the state's form and bills the state's fee at cost. The Oklahoma registered agent page describes the service. Whether your partnership has to file is a legal question for your own attorney, since Mainstay is not a law firm.