PROFESSIONAL LIMITED PARTNERSHIP PROCEDURES FOR FORMING AN OKLAHOMA LIMITED PARTNERSHIP This information is intended as an aid to organizing an Oklahoma professional limited partnership pursuant to the provisions of Title 18, Section 801 of the Oklahoma Statutes. PLEASE CONSULT THE STATUTES CAREFULLY. It may be to your benefit 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 certificate of limited partnership. 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 54, Section 500-206A) 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 to the Oklahoma Secretary of State. Instruments may be mailed delivered in in person. The address of the Secretary 421 N.W. 2300 N. Instruments may be mailed or or delivered person. The address of the Secretary of State is of State is13th, Suite Lincoln Blvd., Room 101, State Capitol, Oklahoma City, Oklahoma additional Twenty- five Dollar 210, Oklahoma City, Oklahoma 73103. If delivered in person, there will be an73105-4897. If delivered in person, fee for each an additional same day. The Secretary of State for each document filed same day. ($25.00) there will bedocument filed Twenty-five Dollar ($25.00) feeaccepts Visa, Discover, MasterCard, or 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 CERTIFICATE OF LIMITED PARTNERSHIP: A "LIMITED PARTNERSHIP" is a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners. "PERSON" is defined as an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, public corporation, or any other legal or commercial entity. 1. The limited partnership must indicate if it is a limited liability limited partnership. 2. A) NAME OF LIMITED PARTNERSHIP ­ The name of the limited partnership MUST contain the phrase "limited partnership" or the abbreviation "LP" or "L.P" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.". B) NAME OF LIMITED LIABILITY LIMITED PARTNERSHIP ­ The name of the limited (SOS FORM 0041-07/12) American LegalNet, Inc. www.FormsWorkFlow.com liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP". 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 (5) corporate, limited partnership or limited liability company names reserved with the Secretary of State. 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 54, Section 500-109A) 3. DESIGNATED OFFICE ­ The office address of the limited partnership, which need not be a place of its activity in Oklahoma. (Title 54, Section 500-114A) 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 partnership. Every limited partnership or limited liability limited partnership must continuously maintain a registered agent and registered office in this state. The agent must be the domestic limited partnership itself, an individual resident of this state, or a corporation, limited liability company or limited partnership formed in or authorized to do business in this state. (Title 54, Sections 500-114A & 500-117A) The registered office address must be a street address and cannot be a post office address. 5. GENERAL PARTNER(S) ­ The name and street and mailing address of each general partner. 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 entity may own real and personal property necessary or appropriate for rendering the type of professional services it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds and any other type of investments. (Title 18, Section 806) 7. TERM OF DURATION ­ The term of duration is the life span of the limited partnership. All limited partnerships shall have a perpetual duration unless otherwise stated. Perpetual means continuous. 8. E-MAIL ADDRESS ­ The e-mail address of t