reglab/housing_qa huggingface dataset:
18 OK Stat § 18-2049 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2049. Foreign limited liability company - Acts not constituting transacting business in state.

|foreign limited liability company – acts not |constituting transacting business in stateA. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this act:1. Maintaining, defending, or settling any proceeding;2. Holding meetings of its members or carrying on any other activities concerning its internal affairs;3. Maintaining bank accounts;4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s own securities or maintaining trustees or depositaries with respect to those securities;5. Selling through independent contractors;6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;7. Creating or acquiring indebtedness, mortgages and security interests in real or personal property;8. Securing or collecting debts or enforcing mortgages and security interest in property securing the debts, including the holding, protecting, renting, maintaining and operating real or personal property in this state so acquired;9. Transacting business wholly in interstate commerce;10. Selling or transferring title to property in this state to any person;11. Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or12. Investing in or acquiring royalties or other non-operating mineral or leasehold interests and the execution of division orders, contracts for sale, leases and other instruments incidental to the ownership of the nonoperating interests.B. For the purposes of this section, any foreign limited liability company which owns income-producing real or tangible personal property in this state, other than property exempted by subsection A of this section, will be considered transacting business in this state.C. A person shall not be deemed to be doing business in this state solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company.D. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.Added by Laws 1992, c. 148, § 50, eff. Sept. 1, 1992. Amended by Laws 2001, c. 405, § 34, eff. Nov. 1, 2001; Laws 2004, c. 255, § 50, eff. Nov. 1, 2004.
18 OK Stat § 18-2050 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2050. Foreign limited liability company - Action to restrain transacting business in state.

|The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this act. |Added by Laws 1992, c. 148, § 51, eff. Sept. 1, 1992.
18 OK Stat § 18-2051 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2051. Action to recover judgment - Conditions.

|A member may bring an action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met: |1. Either:a.management of the limited liability company is vested in a manager or managers who have the sole authority to cause the limited liability company to sue in its own right, orb.management of the limited liability company is reserved to the members but the plaintiff does not have the authority to cause the limited liability company to sue in its own right under the provisions of an operating agreement; and2. The plaintiff has made demand on those managers or those members with such authority requesting that such managers or such members cause the limited liability company to sue in its own right; and3. The members or managers with such authority have wrongfully refused in the exercise of their business judgment to bring the action or, after adequate time to consider the demand, have failed to respond to such demand; and4. The plaintiff:a.is a member of the limited liability company at the time of bringing the action, andb.was a member of the limited liability company at the time of the transaction of which he complains, or his status as a member of the limited liability company thereafter developed upon him pursuant to the terms of the operating agreement from a person who was a member at such time; and5. The plaintiff fairly and adequately represents the interests of the members in enforcing the rights of the limited liability company.Added by Laws 1992, c. 148, § 52, eff. Sept. 1, 1992.
18 OK Stat § 18-2052 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2052. Derivative action - Complaint.

|In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right. |Added by Laws 1992, c. 148, § 53, eff. Sept. 1, 1992.
18 OK Stat § 18-2053 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2053. Derivative action - Expenses - Disposition of proceeds.

|A. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and shall direct him to remit to the limited liability company the remainder of those proceeds received by him. |B. In any action hereafter instituted in the right of any domestic or foreign limited liability company by a member or members thereof, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff or plaintiffs to pay to the parties named as defendants the reasonable expenses, including attorneys' fees, incurred by them in the defense of such action.Added by Laws 1992, c. 148, § 54, eff. Sept. 1, 1992.
18 OK Stat § 18-2054.3 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2054.3. Appraisal rights.

|An operating agreement or other agreement may provide that contractual appraisal rights with respect to a membership interest or another interest in a limited liability company shall be available for any class or group of members or membership interests in connection with any amendment of an operating agreement, any merger or consolidation to which the limited liability company is a constituent party, any conversion of the limited liability company to another business entity, any transfer to or domestication in any jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company’s assets. The district court shall have jurisdiction to hear and determine any matter relating to any such appraisal rights. |Added by Laws 2004, c. 255, § 54, eff. Nov. 1, 2004.
18 OK Stat § 18-2055 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2055. Fees.

|The Secretary of State shall charge and collect the following fees: |1. For filing the original articles of organization, a fee of One Hundred Dollars ($100.00);2. For filing amended, corrected or restated articles of organization, a fee of Fifty Dollars ($50.00);3. For filing articles of merger or consolidation and issuing a certificate of merger or consolidation or filing articles of conversion, a fee of One Hundred Dollars ($100.00);4. For filing articles of dissolution and issuing a certificate of cancellation, a fee of Fifty Dollars ($50.00);5. For filing a certificate of correction of statements in an application for registration of a foreign limited liability company, a fee of One Hundred Dollars ($100.00);6. For issuing a certificate for any purpose whatsoever, a fee of Ten Dollars ($10.00);7. For filing an application for reservation of a name, or for filing a notice of the transfer or cancellation of any name reservation, a fee of Ten Dollars ($10.00);8. For filing a statement of change of address of the principal office or change of resident agent, or both, a fee of Twenty-five Dollars ($25.00);9. For filing a change of address for an individual, corporation, limited liability company or limited partnership designated by a limited liability company as its registered agent for service of process, for change of name of registered agent or for the resignation of a registered agent, a fee of Twenty-five Dollars ($25.00) for the first forty corporations and Five Dollars ($5.00) for each additional corporation within any bulk filing;10. For filing an application for registration as a foreign limited liability company, a fee of Three Hundred Dollars ($300.00);11. For filing an application of withdrawal as provided in Section 2047 of this title, a fee of One Hundred Dollars ($100.00);12. For any service of notice, demand, or process upon the Secretary of State as resident agent of a limited liability company, a fee of Twenty-five Dollars ($25.00), which amount may be recovered as taxable costs by the party to be sued, action, or proceeding causing such service to be made if such party prevails therein; and13. For acting as the registered agent, a fee of Forty Dollars ($40.00) shall be paid on July 1 each year to the Office of the Secretary of State.All fees shall be properly accounted for and shall be paid into the State Treasury monthly. All fees received by the Secretary of State pursuant to the provisions of this section shall be paid to the credit of the Revolving Fund for the Office of the Secretary of State created pursuant to Section 276.1 of Title 62 of the Oklahoma Statutes.Added by Laws 1992, c. 148, § 56, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 25, eff. Sept. 1, 1993; Laws 1994, c. 382, § 19, eff. Sept. 1, 1994; Laws 2001, c. 406, § 13, emerg. eff. June 4, 2001; Laws 2002, c. 22, § 3, emerg. eff. March 8, 2002; Laws 2009, c. 447, § 4, eff. Jan. 1, 2010.NOTE: Laws 2001, c. 405, § 37 repealed by Laws 2002, c. 22, § 34, emerg. eff. March 8, 2002.
18 OK Stat § 18-2055.1 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2055.1. Failure to pay registered agent fees.

|FAILURE TO PAY REGISTERED AGENT FEES |A domestic or foreign limited liability company for which the Secretary of State acts as the registered agent that fails to pay the registered agent fee by the due date as provided in paragraph 12 of Section 2055 of this title shall be subject to the provisions of Sections 29 and 39 of this act.Added by Laws 1996, c. 69, § 15, eff. Nov. 1, 1996. Amended by Laws 2001, c. 405, § 38, eff. Nov. 1, 2001.
18 OK Stat § 18-2056 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2056. Action to compel execution or filing of articles or other documents.

|Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this act may petition the district court in the county where the registered office of the limited liability company is located or, if no such address is on file with the Secretary of State, in Oklahoma County, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file such document, it shall order the Secretary of State to file the appropriate articles or other document. |Added by Laws 1992, c. 148, § 57, eff. Sept. 1, 1992.
18 OK Stat § 18-2057 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2057. Application of act to foreign and interstate commerce.

|The provisions of this act shall apply to commerce with foreign nations and among the several states only as permitted by law. |Added by Laws 1992, c. 148, § 58, eff. Sept. 1, 1992.
18 OK Stat § 18-2058 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2058. Rules of construction of act.

|RULES OF CONSTRUCTION OF ACT |A. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to the Oklahoma General Corporation Act.B. The law of estoppel shall apply to this act.C. The law of agency shall apply under this act.D. It is the policy of this act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.E. This act shall not be construed so as to impair the obligations of any contract existing when the act goes into effect, nor to affect any action or proceedings begun or right accrued before this act takes effect.Added by Laws 1992, c. 148, § 59, eff. Sept. 1, 1992. Amended by Laws 2001, c. 405, § 40, eff. Nov. 1, 2001.
18 OK Stat § 18-2059 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2059. District court - Jurisdiction.

|The district court shall have jurisdiction to enforce the provisions of this act. |Added by Laws 1992, c. 148, § 60, eff. Sept. 1, 1992.
18 OK Stat § 18-2060 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2060. Cases not provided for in act.

|CASES NOT PROVIDED FOR IN ACT |In any case not provided for in the Oklahoma Limited Liability Company Act, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern.Added by Laws 1992, c. 148, § 61, eff. Sept. 1, 1992. Amended by Laws 2017, c. 323, § 57, eff. Nov. 1, 2017.
18 OK Stat § 18-2061 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2061. Public benefit limited liability companies.

|PUBLIC BENEFIT LIMITED LIABILITY COMPANIES. |A. Sections 23 through 29 of this act shall be known and may be cited as the “Oklahoma Public Benefit Limited Liability Company Act” and within such sections as this act.B. A “public benefit limited liability company” is a for-profit limited liability company formed under and subject to the requirements of the Oklahoma Limited Liability Company Act including a professional limited liability company, that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner as provided under this act. A public benefit limited liability company is formed by filing articles of organization as required under the Oklahoma Limited Liability Company Act and further by stating in the heading of its articles of organization that it is a public benefit limited liability company and by setting forth one or more public benefits to be promoted by the limited liability company in its articles of organization. The operating agreement of a public benefit limited liability company may not contain any provision inconsistent with this act.C. “Public benefit” means a positive effect, or reduction of negative effects, on one or more categories of persons, entities, communities or interests, other than members in their capacities as members including effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of the articles of organization or an operating agreement contemplated by this act.Added by Laws 2021, c. 51, § 23, eff. Nov. 1, 2021.
18 OK Stat § 18-2062 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2062. Certain amendments and mergers; Votes required.

|CERTAIN AMENDMENTS AND MERGERS; VOTES REQUIRED. |A. Upon the approval of members or other holders who own at least two-thirds (2/3) of the then outstanding equity interests entitled to vote:1. An existing domestic limited liability company including a professional limited liability company, may become a public benefit limited liability company by amending its articles of organization to conform to the public benefit provisions of subsection B of Section 20 of this act; or2. A domestic entity that is not a public benefit limited liability company may become a public benefit limited liability company through a merger, consolidation, exchange or conversion in which the surviving or resulting entity is a public benefit limited liability company whose articles of organization conform to the public benefit provisions of subsection B of Section 23 of this act.B. "Domestic entity" is a limited liability company, corporation, partnership whether general or limited, and including a limited liability partnership and a limited liability limited partnership, an entity subject to the Professional Entity Act, or any unincorporated nonprofit or for-profit association, trust or enterprise having members or having outstanding shares of stock or other evidences of financial, beneficial or membership interest therein, whether formed by agreement or under statutory authority or otherwise, formed under the laws of this jurisdiction.C. A public benefit limited liability company may not, without the approval of members who own at least two-thirds (2/3) of the then outstanding membership interests of the limited liability company entitled to vote:1. Amend its articles of organization to delete, add or amend a provision required by subsection B of Section 23 of this act;2. Merge or consolidate with or exchange or convert into another entity if, as a result of such merger, consolidation, exchange or conversion, the membership interests in such limited liability company would become, or be converted into or exchanged for the right to receive, membership interests or other equity interests in a domestic or foreign limited liability company or other entity that is not a public benefit limited liability company or similar entity, the articles of organization or operating agreement, or similar governing document, of which does not contain provisions identifying a public benefit or public benefits comparable in all material respects to those set forth in the articles of organization of such limited liability company as contemplated by subsection B of Section 23 of this act; or3. Cease to be a public benefit limited liability company under the provisions of this act.Added by Laws 2021, c. 51, § 24, eff. Nov. 1, 2021.
18 OK Stat § 18-2063 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2063. Duties of members or managers.

|DUTIES OF MEMBERS OR MANAGERS. |A. The members or managers or other persons with authority to manage or direct the business and affairs of a public benefit limited liability company shall manage or direct the business and affairs of the public benefit limited liability company in a manner that balances the pecuniary interests of the members, the best interests of those materially affected by the limited liability company's conduct, and the specific public benefit or public benefits set forth in its articles of organization. Unless otherwise provided in an operating agreement, no member, manager or other person with authority to manage or direct the business and affairs of the public benefit limited liability company shall have any liability for monetary damages for the failure to manage or direct the business and affairs of the public benefit limited liability company as provided in this subsection.B. A member or manager of a public benefit limited liability company or any other person with authority to manage or direct the business and affairs of the public benefit limited liability company shall not, by virtue of the public benefit provisions or subsection B of Section 23 of this act, have any duty to any person on account of any interest of such person in the public benefit or public benefits set forth in its articles of organization or operating agreement or on account of any interest materially affected by the limited liability company's conduct and, with respect to a decision implicating the balance requirement in subsection A of this section, will be deemed to satisfy such person's fiduciary duties to members and the limited liability company if such person's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.Added by Laws 2021, c. 51, § 25, eff. Nov. 1, 2021.
18 OK Stat § 18-2064 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2064. Periodic statements and third-party certification.

|PERIODIC STATEMENTS AND THIRD-PARTY CERTIFICATION. |A public benefit limited liability company shall no less than biennially provide its members with a statement as to the limited liability company's promotion of the public benefit or public benefits set forth in its articles of organization and as to the best interests of those materially affected by the limited liability company's conduct. The statement shall include:1. The objectives that have been established to promote such public benefit or public benefits and interests;2. The standards that have been adopted to measure the limited liability company's progress in promoting such public benefit or public benefits and interests;3. Objective factual information based on those standards regarding the limited liability company's success in meeting the objectives for promoting such public benefit or public benefits and interests; and4. An assessment of the limited liability company's success in meeting the objectives and promoting such public benefit or public benefits and interests.Added by Laws 2021, c. 51, § 26, eff. Nov. 1, 2021.
18 OK Stat § 18-2065 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2065. Derivative suits.

|DERIVATIVE SUITS. |Members of a public benefit limited liability company or assignees of membership interests in a public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least two percent (2%) of the then-current membership interests of the limited liability company may maintain a derivative lawsuit to enforce the requirements set forth in subsection A of Section 25 of this act.Added by Laws 2021, c. 51, § 27, eff. Nov. 1, 2021.
18 OK Stat § 18-2066 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2066. No effect on other limited liability companies.

|NO EFFECT ON OTHER LIMITED LIABILITY COMPANIES. |This act shall not affect a statute or rule of law that is applicable to a limited liability company that is not a public benefit limited liability company.Added by Laws 2021, c. 51, § 28, eff. Nov. 1, 2021.
18 OK Stat § 18-2067 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2067. Accomplishment by other means.

|ACCOMPLISHMENT BY OTHER MEANS. |The provisions of this act shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit including a limited liability company that is designated as a public benefit limited liability company, that is not a public benefit limited liability company.Added by Laws 2021, c. 51, § 29, eff. Nov. 1, 2021.
19 OK Stat § 19-1 (2021)
2021 Oklahoma Statutes|Title 19. Counties and County Officers|§19-1. Powers in general.

|Each organized county within the state shall be a body corporate and politic and as such shall be empowered for the following purposes: |1. To sue and be sued;2. To purchase and hold real and personal estate for the use of the county, and lands sold for taxes as provided by law;3. To sell and convey any real or personal estate owned by the county, and make such order respecting the same as may be deemed conducive to the interests of the inhabitants;4. To execute leases of real property owned by the county to nonprofit corporations organized for the general purpose of historical preservation;5. To make all contracts and do all other acts in relation to the property and concerns of the county necessary to the exercise of corporate or administrative power; and6. To exercise such other and further powers as may be especially provided for by law.R.L. 1910, § 1497. Amended by Laws 1986, c. 135, § 1, emerg. eff. April 17, 1986.