reglab/housing_qa huggingface dataset:
18 OK Stat § 18-2008 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2008. Name of company - Restrictions.

|The name of each limited liability company as set forth in its articles of organization: |1. Shall contain either the words "limited liability company" or "limited company" or the abbreviations “LLC”, “LC”, "L.L.C.", or "L.C." The word "limited" may be abbreviated as "LTD." and the word "Company" may be abbreviated as "CO."; and2.a.May not be the same as or indistinguishable from:(1)names upon the records in the Office of the Secretary of State of limited liability companies, whether organized pursuant to the laws of this state or licensed or registered as foreign limited liability companies, then in good standing or registered or which were in good standing or registered at any time during the preceding three (3) years, or(2)names upon the records in the Office of the Secretary of State of corporations organized under the laws of this state or of foreign corporations registered in accordance with the laws of this state then existing or which existed at any time during the preceding three (3) years, or(3)names upon the records in the Office of the Secretary of State of general or limited partnerships, whether formed under the laws of this state or registered as foreign general or limited partnerships, then in good standing or registered or which were in good standing or registered at any time during the preceding three (3) years, or(4)trade names, fictitious names, or other names reserved with the Secretary of State.b.The provisions of subparagraph a of this paragraph shall not apply if one of the following is filed with the Secretary of State:(1)the written consent of the other limited liability company, corporation, limited partnership, or holder of the trade name, fictitious name or other reserved name to use the same or indistinguishable name with the addition of one or more words, numerals, numbers or letters to make that name distinguishable upon the records of the Secretary of State, except that the addition of words, numerals, numbers or letters to make the name distinguishable shall not be required where such written consent states that the consenting entity is about to change its name, cease to do business, withdraw from the state or be wound up, or(2)a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of such limited liability company or holder of a limited liability company name to the use of such name in this state.Added by Laws 1992, c. 148, § 9, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 5, eff. Sept. 1, 1993; Laws 1999, c. 421, § 25, eff. Nov. 1, 1999; Laws 2008, c. 253, § 21.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).
18 OK Stat § 18-2009 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2009. Reservation and transfer of company name.

|A. The exclusive right to use a specified name for a domestic or foreign limited liability company, in good faith, may be reserved by: |1. A person who intends to organize a domestic limited liability company or a foreign limited liability company to be registered in this state and to adopt that name;2. A domestic limited liability company or a foreign limited liability company registered in this state which proposes to adopt that name; or3. A foreign limited liability company which intends to register in this state and adopt that name.B. A person seeking to reserve a specified name shall file an application executed by the applicant with the Secretary of State and pay the filing fee required by law. If the Secretary of State finds that the name is available for use by a domestic or foreign limited liability company, he shall reserve the name for the exclusive use of the applicant for a period of sixty (60) days.C. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.Added by Laws 1992, c. 148, § 10, eff. Sept. 1, 1992.
18 OK Stat § 18-2011 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2011. Articles of organization - Amendment.

|A. The articles of organization shall be amended when: |1. There is a change in the name of the limited liability company;2. There is a false or erroneous statement in the articles of organization;3. There is a change in the time as stated in the articles of organization for the cancellation of the limited liability company; or4. The members desire to restate the articles of organization in their entirety or to make a change in any other statement or to add a statement in the articles of organization in order to accurately represent their agreement.B. An amendment to the articles of organization of a limited liability company shall set forth:1. The name of the limited liability company;2. The date of filing the articles of organization; and3. The amendment to the articles of organization.Added by Laws 1992, c. 148, § 12, eff. Sept. 1, 1992.
18 OK Stat § 18-2012 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2012. Articles of correction.

|A. If any document filed with the Office of the Secretary of State under this act contains any typographical error, error of transcription, or other technical error or has been defectively executed, the document may be corrected by the filing of articles of correction. |B. Articles of correction shall set forth:1. The title of the document being corrected;2. The date that the document being corrected was filed; and3. The provision in the document as previously filed and as corrected and, if execution of the document was defective, the manner in which it was defective.C. Articles of correction may not make any other change or amendment which would not have complied in all respects with the requirements of this act at the time the document being corrected was filed.D. Articles of correction shall be executed in the same manner in which the document being corrected was required to be executed.E. Articles of correction may not:1. Change the effective date of the document being corrected; or2. Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original document.F. Notwithstanding that any instrument authorized to be filed with the Secretary of State pursuant to the provisions of this act is, when filed inaccurately, defectively, or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the Secretary of State shall not be liable to any person for the preclearance for filing, or the filing and indexing of the instrument by the Secretary of State.Added by Laws 1992, c. 148, § 13, eff. Sept. 1, 1992. Amended by Laws 1999, c. 421, § 27, eff. Nov. 1, 1999.
18 OK Stat § 18-2012.1 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2012.1. Cancellation of articles of organization.

|CANCELLATION OF ARTICLES OF ORGANIZATION |A. The articles of organization shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in subsection B of this section, or upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation, or upon the conversion of a domestic limited liability company approved in accordance with Section 2054.2 of this title.B. The articles of organization of a domestic limited liability company shall be deemed to be canceled if the domestic limited liability company 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 have been canceled under subsection B of this section may apply for reinstatement under subsection G of Section 2055.2 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.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).
18 OK Stat § 18-2012.2 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2012.2. Operating agreement of LLC.

|OPERATING AGREEMENT OF LLC |A. The operating agreement of the limited liability company governs generally:1. Relations among the members as members and between the members and the limited liability company;2. The rights and duties under the Oklahoma Limited Liability Company Act of a person in the capacity of manager;3. The activities of the company and the conduct of those activities; and4. The means and conditions for amending the operating agreement.If the operating agreement does not otherwise provide, the Oklahoma Limited Liability Company Act governs the matter. The operating agreement may not vary the rights, privileges, duties and obligations imposed specifically under the Oklahoma Limited Liability Company Act.B. A limited liability company is bound by its operating agreement regardless of whether it executes the operating agreement. A member or manager of a limited liability company or an assignee of a capital interest is bound by the operating agreement regardless of whether the member, manager or assignee executes the operating agreement.C. An operating agreement of a limited liability company having only one member is not unenforceable because there is only one person who is a party to the operating agreement.D. The obligations of a limited liability company and its members to an assignee or dissociated member are governed by the operating agreement. Subject only to any court order to effectuate a charging order, an amendment to the operating agreement made after a person becomes an assignee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the assignee or dissociated member.Added by Laws 2008, c. 253, § 24. Amended by Laws 2017, c. 323, § 39, eff. Nov. 1, 2017.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).
18 OK Stat § 18-2013 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2013. Managers - Qualifications - Powers.

|A. Except as otherwise provided in the articles of organization, operating agreement, or this act, a limited liability company shall be managed by or under the authority of one or more managers who may but need not be members. |B. The articles of organization or operating agreement may prescribe qualifications for managers.C. The number of managers shall be specified in or fixed in accordance with the articles of organization or operating agreement.D. The articles of organization or operating agreement of a limited liability company may authorize the manager or managers of the limited liability company to adopt, amend, and repeal bylaws, or regulations, not inconsistent with the articles of organization and the operating agreement, to govern the affairs of the limited liability company. Unless otherwise provided in the articles of organization, operating agreement or enabling resolutions, bylaws, or regulations from the managers shall be considered a part of the operating agreement.Added by Laws 1992, c. 148, § 14, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 39, eff. Nov. 1, 2004.
18 OK Stat § 18-2014 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2014. Managers - Election – Removal - Resignation.

|MANAGERS – ELECTION – REMOVAL – RESIGNATION |Unless otherwise provided in the articles of organization or operating agreement:1. The election of managers shall be by majority vote of the members;2. Any or all managers may be removed, with or without cause, by the written consent of the members; and3. A manager may resign in accordance with the operating agreement or, if the operating agreement does not provide for the manager’s resignation, upon notice to the limited liability company.Added by Laws 1992, c. 148, § 15, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 7, eff. Sept. 1, 1993; Laws 2001, c. 405, § 30, eff. Nov. 1, 2001.
18 OK Stat § 18-2015 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2015. Management of company without designated managers - Resignation of member.

|MANAGEMENT OF COMPANY WITHOUT DESIGNATED MANAGERS; |RESIGNATION OF MEMBERA. The articles of organization or operating agreement may provide that the business of the limited liability company shall be managed without designated managers. So long as such provision continues in effect:1. The members shall be deemed to be managers for purposes of applying provisions of the Oklahoma Limited Liability Company Act, unless the context clearly requires otherwise;2. The members shall have and be subject to all duties and liabilities of managers; and3. A member signing on behalf of the limited liability company shall sign as a manager.B. A member of a member-managed limited liability company may resign from the member's management duties in accordance with the operating agreement or, if the operating agreement does not provide for the member's resignation, upon notice to the limited liability company. Unless otherwise provided in the operating agreement, when a member of a member-managed limited liability company resigns, the member shall cease to have the rights and duties of a member and shall become an assignee; provided that the profits and losses of the limited liability company shall continue to be allocated to the member and any binding commitments for contributions shall continue as if the member had not resigned. If the resignation violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and damages for a prohibited withdrawal under either the operating agreement or Section 2036 of this title and offset the damages against the amount otherwise distributable to the resigning member.Added by Laws 1992, c. 148, § 16, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 8, eff. Sept. 1, 1993; Laws 2001, c. 405, § 31, eff. Nov. 1, 2001; Laws 2008, c. 253, § 25; Laws 2017, c. 323, § 40, eff. Nov. 1, 2017.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).
18 OK Stat § 18-2016 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2016. Managers - Duties - Good faith - Liability.

|MANAGERS – DUTIES – GOOD FAITH – LIABILITY |Subject to the provisions of Section 2017 of this title:1. A manager shall discharge the duties as a manager in good faith, with the care an ordinary prudent person in a like position could exercise under similar circumstances, and in the manner the manager reasonably believes to be in the best interests of the limited liability company;2. In discharging the duties, a manager may rely on information, opinions, reports or statements including financial statements and other financial data, if prepared or presented by:a.one or more employees of the limited liability company whom the manager reasonably believes to be reliable and competent in the matters presented,b.legal counsel, public accountants, or other persons as to matters the manager reasonably believes are within the person’s professional or expert competence, orc.a committee of managers of which the manager is not a member if the manager reasonably believes the committee merits confidence;A manager is not acting in good faith if the manager has knowledge concerning the matter in question that makes reliance otherwise permitted by this paragraph unwarranted;3. Unless otherwise provided in the operating agreement, a manager has the power and authority to delegate to one or more other persons any or all of the manager’s rights, powers and duties to manage and control the business and affairs of the limited liability company. Any delegation may be to the agents, officers and employees of a manager of the limited liability company, and by a management agreement or another agreement with, or otherwise to, other persons. A delegation may be irrevocable if it states that it is irrevocable. The delegation by a manager shall not cause the manager to cease to be a manager of the limited liability company or cause the delegate to be a manager of the limited liability company. No other provision of the Oklahoma Limited Liability Company Act shall be construed to restrict a manager’s power and authority to delegate any or all of the manager’s rights, powers and duties to manage and control the business and affairs of the limited liability company;4. A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of the office in compliance with the business judgment rule as applied to directors and officers of a corporation; and5. Except as otherwise provided in the articles of organization or operating agreement, every manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by the manager without the informed consent of the members from any transaction connected with the conduct or winding up of the limited liability company or from any personal use by the manager of its property.Added by Laws 1992, c. 148, § 17, eff. Sept. 1, 1992. Amended by Laws 2001, c. 405, § 32, eff. Nov. 1, 2001; Laws 2021, c. 51, § 20, eff. Nov. 1, 2021.
18 OK Stat § 18-2017 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2017. Member or manager - Limitation or elimination of liability - Indemnification - Creation of series or groups.

|MEMBER OR MANAGER – LIMITATION OR ELIMINATION |OF LIABILITY – INDEMNIFICATION –CREATION OF SERIES OR GROUPSA. Subject to subsection B of this section, the articles of organization or operating agreement may:1. Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Section 2016 of this title; and2. Provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in any proceeding because the person is or was a member or manager.B. No provision permitted under subsection A of this section shall limit or eliminate the liability of a manager for:1. Any breach of the manager’s duty of loyalty to the limited liability company or its members;2. Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or3. Any transaction from which the manager derived an improper personal benefit.C. The articles of organization or operating agreement may define the scope of any duties owned by the members or managers to the limited liability company, if not manifestly unreasonable. A definition shall not eliminate the duty of loyalty or the obligation of good faith and fair dealing.D. An operating agreement may provide for classes or groups of members or managers or both having such relative rights, powers and duties as the operating agreement may provide, and may provide for the creation in the manner provided in the operating agreement of additional classes or groups of members or managers or both having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members or managers. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or manager or class or group of members or managers, including an action to create under the operating agreement a class or group of membership interests that was not previously outstanding. An operating agreement may provide that any member or class or group of members shall have no voting rights.Added by Laws 1992, c. 148, § 18, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 9, eff. Sept. 1, 1993; Laws 2001, c. 405, § 33, eff. Nov. 1, 2001; Laws 2004, c. 255, § 40, eff. Nov. 1, 2004.
18 OK Stat § 18-2018 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2018. Managers - Majority vote required.

|Voting by managers may be on a per capita, number, financial interest, class, group or any other basis. Unless otherwise provided in the articles of organization or operating agreement, if the limited liability company has more than one manager, all decisions of the managers shall be made by majority vote of the managers on a per capita basis. An operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. |Added by Laws 1992, c. 148, § 19, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 41, eff. Nov. 1, 2004.
18 OK Stat § 18-2019 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2019. Managers as agents.

|MANAGERS AS AGENTS |A. Every manager is an agent of the limited liability company for the purpose of its business, and the act of every manager, including the execution in the limited liability company name of any instrument for apparently carrying on the business of the limited liability company of which he is a manager, binds the limited liability company, unless the manager so acting lacks the authority to act for the limited liability company in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority. The unauthorized acts of the manager shall bind the limited liability company as to persons acting in good faith who have no knowledge of the fact that the manager had no such authority.B. Subject to the provisions of subsection A of this section and Section 2019.1 of this title, instruments and documents providing for the acquisition, mortgage, or disposition of real or personal property of the limited liability company shall be valid and binding upon the limited liability company if executed by one or more of its managers.Added by Laws 1992, c. 148, § 20, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 10, eff. Sept. 1, 1993; Laws 2017, c. 323, § 41, eff. Nov. 1, 2017.