How to Reinstate an LLC in Oklahoma

How reinstatement works in Oklahoma

An Oklahoma LLC that has fallen out of good standing for missing Annual Certificates is restored under 18 O.S. 2055.3. The Application for Reinstatement (SOS Form 0145) carries no fee of its own, but it is only accepted with a separate Annual Certificate and $25 attached for each year that was missed. The form asks for the LLC's name, its state of formation, and the date it ceased to be in good standing, and it must be signed by a manager. That date and the number of years owed are not shown online, so filers usually call the Annual Certificate Department to confirm them. The same process works even after the articles have been canceled at the three-year mark. If the old name was taken in the meantime, the LLC must adopt a new one, and acceptance treats that as an amendment. Once effective, reinstatement relates back, so the LLC is treated as if it never lost standing.

Steps to reinstate an Oklahoma LLC

1. Complete the Application for Reinstatement (SOS Form 0145) stating the LLC's name, state of formation, and the date it ceased to be in good standing
2. Attach a separate Annual Certificate for every past-due year with $25 for each
3. Have the application signed by a manager
4. Choose a new name if the original name is no longer available, which acts as an amendment of the articles
5. Form to use: Application for Reinstatement (SOS Form 0145).
6. File online through the Secretary of State's business filing system (change filings) or mail the form and delinquent certificates to the Oklahoma Secretary of State, 421 N.W. 13th, Suite 210, Oklahoma City, OK 73103. Call the Annual Certificate Department at (405) 522-2822 to learn the inactive date and how many years are owed, since that is not shown online.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

The Application for Reinstatement has no fee, but every delinquent Annual Certificate must be attached with $25 for each year owed; if the articles are amended in the same application, the amendment fee applies. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Under 18 O.S. 2055.3(B), once effective, reinstatement relates back as if the LLC had never ceased to be in good standing and as if its articles had never been canceled.
• Your LLC name: The name is not guaranteed while the LLC is out of good standing; if another entity has taken it, the LLC must reinstate under a different available name.

The most common cause is a missed Annual Certificate. See the Oklahoma Annual Certificate guide for deadlines so it does not happen again.

Reinstatement in Oklahoma and nearby states

Mistakes that slow down an Oklahoma reinstatement

• Sending only the reinstatement form, without a separate Annual Certificate and $25 for every missed year.
• Guessing the date the LLC ceased to be in good standing instead of confirming it with the Annual Certificate Department.
• Having a member who is not a manager sign the application, when the form requires a manager's signature.