PROFESSIONAL LIMITED LIABILITY COMPANY PROCEDURES FOR ORGANIZING AN OKLAHOMA LIMITED LIABILITY COMPANY This information is intended as an aid to organizing an Oklahoma professional limited liability company pursuant to the provisions of Title 18, Section 801 of the Oklahoma Statutes. PLEASE CONSULT THE STATUTES CAREFULLY. It may be beneficial to contact the INTERNAL REVENUE SERVICE concerning federal tax requirements prior to filing with the Secretary of State. FILING PROCEDURES: 1. Prepare and file with the Secretary of State one (1) signed copy of the professional articles of organization. 2. ATTACH a certificate by the regulating board of the profession or related professions involved that each of the persons who are to become owners or managers of the professional entity and who are to engage in the practice of the profession or related professions is duly licensed in accordance with the provisions of this state's licensing laws for the profession or related profession to practice such profession. (Title 18, Section 804) "Regulating board" means the board which is charged with the licensing and regulation of the practice of the profession which the professional entity is organized to render. 3. Pay to the Secretary of State a filing fee of One Hundred Dollars ($100.00). (Title 18, Section 2055) 4. Make checks, cashier's checks, or money orders payable to the Oklahoma Secretary of State. Make checks, cashier's checks, or money orders payable the Oklahoma Secretary of State. Instruments may be mailed delivered in in person. The address of the of State is 421 N.W. 13th, Suite Instruments may be mailed or or deliveredperson. The address of the SecretarySecretary of State is 2300 N. 210, Oklahoma City, Oklahoma 73103. If delivered in person, there will be an 73105-4897. If delivered in Lincoln Blvd., Room 101, State Capitol, Oklahoma City, Oklahoma additional Twenty- five Dollar ($25.00) there will bedocument filed same day. The Secretary of State accepts Visa, Discover, MasterCard, or person, fee for each an additional Twenty-five Dollar ($25.00) fee for each document filed same day. American Express ifState accepts Visa, Discover,will be a four percent (4%) service charge added for the use of The Secretary of filing in person; however, there MasterCard, or American Express if filing in person; a credit card. (Title 18,be a four percent (4%) service charge added for the use of a credit card. (Title 18, however, there will Section 1142) Section 1142) INSTRUCTIONS FOR PREPARING THE PROFESSIONAL ARTICLES OF ORGANIZATION: 1. NAME ­ The name of the limited liability company SHALL contain either the words "limited liability company" or "limited company" or the abbreviations "LLC", "LC", "L.L.C.", or "L.C.", with or without punctuation. The word "limited" may be abbreviated as "LTD." and the word "Company" may be abbreviated as "CO."; provided that such words or abbreviations SHALL be modified by the word "PROFESSIONAL" or some abbreviation of the combination, including, without limitation: "P.L.L.C." or "PLLC". (Title 18, Section 807) The name shall be such as to distinguish it upon the records in the office of the Secretary of State from the names of: (1) corporations, both domestic and foreign, then existing or which have existed at any time during the preceding three (3) years; or (2) then existing domestic and foreign limited partnerships; or (3) then existing domestic and foreign limited liability companies; or (4) trade names or fictitious names; or (SOS FORM 0010-07/12) American LegalNet, Inc. www.FormsWorkFlow.com (5) corporate, limited partnership or limited liability company names reserved with the Secretary of State. (Title 18, Section 2008) The AVAILABILITY of a name can be checked in advance by telephoning the Secretary of State at (405) 522-2520, checking on-line at www.sos.ok.gov, or by coming in person. Prior to organizing a limited liability company, a name may be reserved for a period of sixty (60) days by filing a Name Reservation application and paying a fee of Ten Dollars ($10.00). (Title 18, Section 2009) 2. PRINCIPAL PLACE OF BUSINESS ­ The street address of the company's principal place of business, wherever located. The principal place of business address must be a physical address and cannot be a post office address. 3. E-MAIL ADDRESS ­ The e-mail address of the primary contact for the registered business. Every domestic and foreign limited liability company registered to do business in Oklahoma shall file an annual certificate each year on the company's anniversary date, which confirms it is an active business and includes its principal place of business address and e-mail address, and shall pay an annual certificate fee of Twenty-five Dollars ($25.00). (Title 18, Section 2055.2) Notice of this annual certificate will ONLY be sent to the limited liability company at its last known electronic mail address of record. 4. REGISTERED AGENT AND REGISTERED OFFICE ­ The name and street address of the registered agent in the state of Oklahoma. The registered agent accepts service of process in the event of a lawsuit against the limited liability company. Every limited liability company must continuously maintain a registered agent and registered office in this state. The registered agent for service of process may be the domestic limited liability company itself, an individual resident of this state, or a domestic or qualified foreign corporation, limited liability company or limited partnership. Each registered agent shall maintain a business office identical with the registered office which is open during regular business hours to accept service of process and otherwise perform the functions of a registered agent. (Title 18, Section 2010) The registered office address must be a physical address and cannot be a post office address. 5. TERM OF EXISTENCE ­ The term of existence is the duration or life span of the limited liability company. The term of existence may be perpetual, a set number of years, or have a future effective expiration date. Perpetual means continuous. 6. PROFESSIONAL PURPOSE ­ A professional entity may be formed for the purpose of rendering one specific type of professional service or related professional services and services ancillary thereto and shall not engage in any business other than rendering the professional service or services which it was organized to render and services ancillary thereto; provided, however, that a professional entit