HB 2565: Partnerships; limited liability partnerships; prohibiting certain state actors from certain actions; classification; effective date. - Oklahoma

Floor (House) → Floor (Senate) · 4 edits

MODERATE

The bill was amended to clarify that limited liability partnerships are a distinct legal entity separate from limited liability companies, and to specify the requirements for partnerships to qualify as limited liability partnerships. The Senate version also added provisions about the agent for service of process and clarified when the status becomes effective.

Scope change

The bill's scope was refined to explicitly distinguish limited liability partnerships from limited liability companies and to clarify the requirements for partnership qualification.

DEFINITION

Added a provision stating that limited liability partnerships are recognized as a separate form of partnership distinct from limited liability companies.

REQUIREMENT

Added requirements for the agent of a limited liability partnership for service of process, specifying that the agent must be an individual resident of the state or certain business entities.

Modified the requirements for a partnership to become a limited liability partnership, including the need for a vote to amend the partnership agreement and the filing of a statement of qualification with the Secretary of State.

TIMELINE

Added an effective date of November 1, 2025, for the act.

House Committee Substitute → HB2565 (5-05-25) (DANIELS) FS FA1.PDF · 7 edits

MODERATE

The bill was converted from a House Committee Substitute to a Floor Substitute version, changing the primary statute amended from Title 54 (Partnerships) to Title 37A (Alcoholic Beverage Control). The substantive policy focus shifted from clarifying limited liability partnership rules to regulating retail spirits licenses, including ownership limits, conversion procedures, and sales restrictions.

Scope change

The bill's scope changed from general partnership law amendments to specific alcoholic beverage licensing regulations, particularly affecting retail spirits license holders and their partners.

SCOPE

The primary statute amended changed from 54 O.S. 2021, Section 1-1001 (Partnerships) to 37A O.S. 2021, Section 2-156 (Alcoholic Beverage Control), indicating a shift in legislative focus.

ELIGIBILITY

New restrictions added preventing corporations, limited liability companies, or similar entities from holding retail spirits licenses, limiting ownership to natural persons only.

REQUIREMENT

New ownership limits established: no person may own interests in more than two package stores, with specific exceptions for spouses.

Conversion process added allowing existing retail spirits licensees organized as limited partnerships to convert to limited liability partnerships without reapplying for licenses.

DEFINITION

New definition clarifying that beneficial interest in any package store is deemed to be a partnership interest for ownership limit purposes.

ENFORCEMENT

New requirement that all partners of limited partnerships or limited liability partnerships holding retail spirits licenses must be fully disclosed to the ABLE Commission and must be natural persons.

TIMELINE

Document metadata changed from 'Committee Substitute' to 'Floor Substitute' with updated page numbering and reference numbers (12936 to 2090).

Proposed Committee Substitute (full committee) 1 → House Committee Substitute · 4 edits

MODERATE

This bill was amended to change the sponsor from Hilbert to Osburn and update the committee substitute title. The substantive content of the bill regarding limited liability partnerships remains unchanged, with only minor formatting adjustments and updated tracking numbers.

TECHNICAL

Bill sponsor changed from Hilbert to Osburn

Committee substitute title updated from 'Proposed' to standard 'Committee Substitute'

Tracking numbers and dates updated from 12675/02/14/25 to 12936/02/26/25

Minor formatting adjustments to section headers and line numbering

Engrossed → Proposed Committee Substitute (full committee) 1 · 1 edit

MINOR

The bill was amended to replace the entire text of the original measure with a committee substitute version that maintains the same core provisions regarding limited liability partnerships. The substantive policy content remains unchanged, with only formatting and markup differences between the Engrossed version and the Proposed Committee Substitute.

TECHNICAL

The entire bill text was replaced with a committee substitute version, but the actual legislative language and policy provisions remain identical to the original Engrossed version.

Amended And Engrossed → Engrossed · 7 edits · May 8, 2025

MODERATE

The bill was amended to remove provisions regulating retail spirits licenses and instead focus exclusively on establishing limited liability partnerships under state law. The original version restricted alcohol license ownership and sales practices, while the amended version removes those alcohol-specific rules and clarifies the legal status of limited liability partnerships as distinct from limited liability companies.

Scope change

The bill's scope shifted from regulating alcoholic beverage licenses to defining limited liability partnership status and protections under state law.

ELIGIBILITY

Removed all provisions restricting retail spirits license ownership to individuals and limiting package store ownership to two locations.

Removed restrictions on spouses holding separate interests in package stores and prohibitions on certain license types for spouses of license holders.

REQUIREMENT

Removed requirements for package stores to sell only in original containers and restrictions on mixed beverage licensees exercising certain authorities.

Modified the bill to focus on limited liability partnership qualification requirements, including filing statements with the Secretary of State and designating agents for service of process.

DEFINITION

Added explicit recognition that limited liability partnerships are a distinct form of partnership under state law, separate from limited liability companies.

ENFORCEMENT

Added protection that state officers cannot classify limited liability partnerships as limited liability companies, ensuring they remain subject to partnership law provisions.

TIMELINE

Changed the effective date from November 1, 2025 in the Senate amendment to March 25, 2025 in the House version.

Introduced → Amended And Engrossed · 7 edits · May 8, 2025

MODERATE

The bill was amended to shift from a general partnerships reform act to a specific alcohol beverage licensing bill. The changes focus on allowing limited liability partnerships to hold retail spirits licenses, updating ownership restrictions, and clarifying conversion processes for existing licensees.

Scope change

The bill's scope changed from general partnership law reform to specific alcohol beverage licensing regulations, narrowing its applicability to the alcohol industry while adding detailed provisions for partnership structures in that sector.

ELIGIBILITY

Changed the bill title and focus from general partnerships reform to specific alcohol beverage licensing, removing broad partnership reform language.

Added explicit permission for limited liability partnerships to hold retail spirits licenses, which previously may not have been clearly authorized.

Modified ownership restrictions to clarify spouse exemptions and beneficial interest definitions for alcohol license holders.

REQUIREMENT

Added requirement that partners in limited partnerships must be natural persons and fully disclosed to the alcohol enforcement commission.

Added 90-day notification requirement for existing licensees converting from limited partnerships to limited liability partnerships.

DEFINITION

Added new statutory section defining limited liability partnerships and their ability to engage in professional services.

TIMELINE

Maintained November 1, 2025 effective date but changed the bill structure from new law to amendatory provisions.

Partnerships; limited liability partnerships; prohibiting certain state actors from certain actions; classification; effective date.

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