Bill > SB476

This bill amends Oklahoma's law regarding the reinstatement of limited liability companies (LLCs) and registered series by modifying the conditions under which members or managers can be held personally liable for the company's debts and obligations. Specifically, the bill introduces a new exception to personal liability protection, which previously shielded members and managers from being responsible for the company's debts solely due to failure to file annual certificates or pay fees. Under the new provision, members or managers can now be held liable if they knew or should have known that the company ceased to be in good standing, had its articles of organization canceled, or was no longer duly registered, and the company lacks sufficient net assets to cover its obligations at the time the member or manager committed the company to the liability. The bill maintains the existing process for reinstatement, which involves filing delinquent annual certificates, paying outstanding fees, and submitting a reinstatement application to the Secretary of State. The changes aim to provide more accountability for LLC members while preserving the general liability protections that LLCs offer. The bill is set to become effective on November 1, 2025.

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http://www.oklegislature.gov/BillInfo.aspx?Bill=sb476&Session=2500