CANCELLATION OF ARTICLES OF ORGANIZATION A. The articles of organization or registered series shall be canceled: 1. Upon the dissolution and the completion of winding up of a limited liability company or registered series; 2. As provided in subsection B of this section; 3. Upon the filing of a certificate of merger or consolidation if the domestic limited liability company or registered series is not the surviving or resulting entity in a merger or consolidation; 4. Upon the conversion of a domestic limited liability company approved in accordance with Section 2054.2 of this title; 5. Upon the filing of articles of division if the limited liability company is a dividing company that is not a surviving company; or 6. Upon the future effective date or time of the articles of division if the limited liability company is a dividing company that is not a surviving company. B. The articles of organization of a domestic limited liability company or articles of registered series of a registered series shall be deemed to be canceled if the domestic limited liability company or registered series fails to file the annual certificate and pay the annual fee provided in Section 2055.2 of this title or pay the registered agent fee to the Secretary of State due under Section 2055 of this title within three (3) years from the date the certificate or fee is due, the cancellation to be effective on the third anniversary of the due date. C. A limited liability company whose articles of organization or registered series whose articles of registered series have been canceled under subsection B of this section may apply for reinstatement under subsection A of Section 2055.3 of this title. Added by Laws 2001, c. 405, § 29, eff. Nov. 1, 2001. Amended by Laws 2004, c. 255, § 38, eff. Nov. 1, 2004; Laws 2008, c. 253, § 23; Laws 2024, c. 121, § 8, eff. Nov. 1, 2024. 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).
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