A. A foreign limited liability company authorized to transact business in this state may withdraw from the state upon procuring from the Office of the Secretary of State a certificate of withdrawal. In order to procure such certificate, the foreign limited liability company shall file with the Office of the Secretary of State an application for withdrawal and pay the fee provided for in Section 2055 of this title. The application for withdrawal shall set forth:

1. The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized;

2. That the foreign limited liability company is not transacting business in this state;

3. That the foreign limited liability company surrenders its certificate of registration to transact business in this state;

4. That the foreign limited liability company revokes the authority of its registered agent for service of process in this state and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on such foreign limited liability company by service thereof upon the Office of the Secretary of State; and

5. An address to which a person may mail a copy of any process against the foreign limited liability company.

B. The application for withdrawal shall be executed by the foreign limited liability company by one of its managers, members, or other persons, or, if the foreign limited liability company is in the hands of a receiver or trustee, by such receiver or trustee on behalf of the foreign limited liability company.

C. The registration of a foreign limited liability company shall be deemed withdrawn if the foreign limited liability company fails to file the annual certificate and pay the annual fee provided in Section 2055.2 of this title or pay a registered agent fee to the Secretary of State due under Section 2055 of this title within sixty (60) days after the due date, the withdrawal to be effective on the sixty-first day after the due date.

Added by Laws 1992, c. 148, § 48, eff. Sept. 1, 1992. Amended by Laws 2008, c. 253, § 28.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).