House Bill 2776, effective November 1, 2024, amends the UCC regarding controllable electronic money, controllable electronic records, controllable accounts and controllable payment intangibles and the rights thereto and the perfection and priority of security interests therein.
Senate Bill 620, effective November 1, 2024, amends (i) Professional Entity Act regarding definitions, formation, name, office, interest holders, managers, shareholders and professional services; and (ii) the General Corporation Act regarding application of the Act to nonstock corporations; certificates of incorporation including provision for limitation of officers’ liability; organization meetings; emergency bylaws; document form, signature and delivery; registered agents; directors’ and shareholders’ consents to action; indemnification and insurance; capital stock; rights and options respecting stock; corporations’ powers etc. respecting their own stock; stock certificates and uncertificated shares; shareholder proxies; shareholder record dates; shareholder lists; notices to shareholders; merger; conversion; appraisal rights; dissolution; and revival.
Senate Bill 649, effective November 1, 2024, amends (i) the General Corporation Act regarding names; and (ii) the LLC law regarding definitions; articles of organization; execution of documents; names; authorization of registered series required to maintain a registered agent and redesignating protected series not formed by a filing; corrections; cancellation; operating agreements; conversion; appraisal rights; merger and consolidation; authorizing LLC divisions; fees; administrative cancellation and reinstatement; and document form, signature and delivery.
Senate Bill 617, effective November 1, 2023, clarifies in which counties an action against a domestic limited liability company may be brought.
Senate Bill 1242, effective November 1, 2022, provides that captive insurance companies formed or licensed under the Oklahoma Captive Insurance Company Act may establish a series limited liability company under the Oklahoma Limited Liability Company Act.
House Bill 3811, effective November 1, 2022, allows the master list of financing statements of the farm products central filing system to be downloaded via Internet without a fee.
Senate Bill 632, effective November 1, 2021, amends the Oil and Gas Owners’ Lien Act regarding the kinds of proceeds included in the list of rights as it relates to oil and gas.
Senate Bill 228, effective November 1, 2021, amends (i) the corporation law regarding a number of topics including electronic meeting notices and document deliveries, capital stock, ratification of defective corporate acts, shareholder lists, corporate record-keeping, shareholder consent to action without a meeting, mergers and consolidations, conversions, business combinations and shareholder appraisal rights; (ii) the LLC law regarding registered agents, managers, conversions and authorization for public benefit LLCs; and (iii) the LP law regarding registered agents.
Senate Bill 642, effective November 1, 2019, amends the Oklahoma General Corporation Act including, but not limited to, provisions related to applicability of the Act to nonstock corporations, contents of certificates of incorporation, execution of corporate instruments, adoption of bylaws, director committees, delayed effective dates for director written consents to action, mergers and consolidations, conversions, and repeal of the publication requirement related to nonprofit corporation dissolutions.
House Bill 2423, effective November 1, 2019, amends the Corporations title by authorizing new and existing business corporations to become benefit corporations with the purpose of providing general and specific public benefit as defined in the Bill.
Case summaries
Limited Partnership
Icon at Norman Apartments, LP v. Warr, 2025 OK 42, decided June 17, 2025. The Oklahoma Supreme Court held that the transfer of partnership interests in a limited partnership to new owners cannot be treated as though title to real property owned by the limited partnership was transferred, changed or conveyed to another person. The court therefore vacated a judgment in favor of the county assessor that allowed an increase in the fair cash value of an apartment complex owned by a limited partnership of more than 5 percent based on an exception in the state constitution permitting such an increase when title to property is transferred, changed, or conveyed to another person. The court noted that in Oklahoma, a limited partnership is considered an entity separate and distinct from its partners. The property of a partnership is owned by the firm and not the individual partners. The court further noted that it was undisputed that the limited partnership owned the subject real property before the general and limited partnership interests in the limited partnership were transferred and remained owner after the transfer.
Other notices
There are no new notices at this time.