A limited liability partnership (LLP) is one format a company owner can use to organize their company. Like other kinds of partnerships, this particular type of business structure has two or more owners, who are called partners. This partnership allows for all of the partners to engage in full control of the company while also having limited liability. Under the limited liability afforded to the partners of an LLP, the only asset they have at risk with the LLP is their investment into the company. All LLPs need to register with the Oklahoma Secretary of State.
A partnership is required to do a number of things if it wants to be an LLP in Oklahoma. One the very first things that a partnership must do is to formally vote to become an LLP. The partnership will also need to come up with a name for the company that ends with one of the following: “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. Something else that an LLP will need to so is either establish an office in Oklahoma that possesses a valid street address in the state or appoint an agent for service of process who is in possession of a valid Oklahoma street address. The agent for service of process must be able and willing to receive legal documents and other official papers on behalf of the LLP. They can either be a person residing in the state or a company that is properly registered to do business in Oklahoma with an office there. A company will also need to file the right paperwork with the Oklahoma Secretary of State, or it cannot legally do business as an LLP in the state.
In order to file the paperwork for an LLP with the Oklahoma Secretary of State, you will need to either fill out the proper form online or print out the correct form, fill it out, and mail it into the Secretary of State’s office. There are different forms for LLPs that were created in Oklahoma, known as domestic LLPs, and LLPs from another state that want to transact business in Oklahoma, known as foreign LLPs. A domestic LLP will need to file a Limited Liability Partnership?Statement of Qualification, while a foreign LLP is required to file a Limited Liability Partnership Statement of Foreign Qualification. Both forms have the same information requirements:
- An indication that the form is the LLP’s initial statement
- The LLP’s name
- The street address of the LLP’s chief executive office, as well as the street address of any office that the LLP may have in Oklahoma if it is different than the chief executive office
- The name and the street address of the LLP’s agent for service of process if the company does not have an office in Oklahoma
- A deferred effective date for the document if the LLP does not want it to be effective upon filing
Two of the partners will also need to sign the form before it is submitted.
The state does not place any obligations on LLPs to pay an annual fee or file an annual report. That means you do not need to do anything more for the Secretary of State to maintain the company’s LLP status once you have filed to correct paperwork without any mistakes.
According to the federal Bureau of Economic Analysis (BEA), Oklahoma has one of the worst economies in the United States. As recently as 2015, the BEA actually had Oklahoma listed as the state with the worst economy because its GDP kept declining. Even though Oklahoma’s economy is starting to improve in comparison to other states, it is still a difficult place to start a new company because the economy is not as dynamic as other states.
It can be difficult to properly form and register an LLP in Oklahoma, and any error during the process can lead to the partnership not becoming an LLP. Having an Oklahoma business lawyer on hand to assist you can be very beneficial.