reglab/housing_qa huggingface dataset:
18 OK Stat § 18-2035 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2035. Assignee of interest becoming member - Rights and powers, restrictions and liabilities - Assignor's liabilities- Time of admission of member.

|ASSIGNEE OF INTEREST BECOMING MEMBER; RIGHTS AND POWERS, RESTRICTIONS AND LIABILITIES; ASSIGNOR'S LIABILITIES; TIME OF ADMISSION OF MEMBER |A. An assignee of a capital interest in a limited liability company may become a member if and to the extent that:1. The operating agreement provides; or2. Unless the operating agreement otherwise provides, the members representing a majority of the profits which are not the subject of the assignment consent in writing.B. An assignee who becomes a member, to the extent assigned, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and the Oklahoma Limited Liability Company Act; however, unless otherwise provided in writing in the operating agreement or other written agreement, an assignee who becomes a member also is liable for any obligations of the assignor to make contributions as provided in Section 2024 of this title, but shall not be liable for the obligations of the assignor under Section 2031 of this title; however, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time the assignee became a member and which could not be ascertained from a written operating agreement.C. Regardless of whether an assignee of an interest becomes a member, the assignor is not released from liability to the limited liability company under Sections 2024, 2031 and 2033 of this title.D. Except as otherwise provided in writing in the operating agreement, a member who assigns the member's entire capital interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the capital interest becomes a member with respect to the assigned interest.E. Subject to subsection F of this section, a person acquiring a limited liability company interest directly from the limited liability company may become a member in a limited liability company upon compliance with the operating agreement or, if the operating agreement does not so provide in writing, upon the written consent of the members.F. The effective time of admission of a member to a limited liability company shall be the later of:1. The date the limited liability company is formed; or2. The time provided in the operating agreement, or if no such time is provided therein, then when the person's admission is reflected in the records of the limited liability company.Added by Laws 1992, c. 148, § 36, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 19, eff. Sept. 1, 1993; Laws 1996, c. 226, § 25, eff. July 1, 1996; Laws 2017, c. 323, § 48, eff. Nov. 1, 2017.
18 OK Stat § 18-2036 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2036. Events causing cessation of membership - Withdrawal - Death or incapacity.

|EVENTS CAUSING CESSATION OF MEMBERSHIP; WITHDRAWAL; |DEATH OR INCAPACITYA. A member has the power to withdraw as a member at any time, rightfully or wrongfully. A withdrawal is wrongful if the operating agreement does not specifically grant to the member a right to withdraw or the member resigns from the member's managerial duties in a member-managed limited liability company. The wrongful withdrawal shall constitute a breach of the operating agreement and the limited liability company may recover from the withdrawing member damages, including the reasonable cost of replacing the services that the withdrawn member was obligated to perform. The limited liability company may offset its damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in the operating agreement or otherwise available under applicable law. The limited liability company shall not, however, be entitled to any equitable remedy that would prevent a member from exercising the power to withdraw if such power is permitted in the operating agreement withdrawing from the limited liability company. Unless the operating agreement otherwise provides, a member who has withdrawn shall be deemed an assignee with respect to the interest.B. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's personal representative shall have all of the rights of an assignee of the member's interest. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative.C. If the sole member of a limited liability company dies or dissolves, or a court of competent jurisdiction adjudges the member to be incompetent or otherwise lacking legal capacity, the member's personal representative accedes to the membership interest and possesses all rights, powers and duties associated with the interest for the benefit of the incompetent member or the deceased member's estate.D. The operating agreement may provide for the expulsion of a member, with or without cause, which shall include reasonable provision for the buyout of the member's capital interest.Added by Laws 1992, c. 148, § 37, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 20, eff. Sept. 1, 1993; Laws 1996, c. 226, § 26, eff. July 1, 1996; Laws 1997, c. 145, § 6, eff. Nov. 1, 1997; Laws 2004, c. 255, § 47, eff. Nov. 1, 2004; Laws 2017, c. 323, § 49, eff. Nov. 1, 2017.
18 OK Stat § 18-2038 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2038. Decree of dissolution.

|On application by or for a member, the district court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement. |Added by Laws 1992, c. 148, § 39, eff. Sept. 1, 1992.
18 OK Stat § 18-2039 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2039. Winding up business or affairs - Ways - Acts and transactions of member or manager - Presumptive notice.

|A. Except as otherwise provided in the articles of organization or operating agreement: |1. The business or affairs of the limited liability company may be wound up in one of the following ways:a.by the managers, orb.if one or more of the members or managers have engaged in conduct that casts reasonable doubt on their ability to wind up the business or affairs of the limited liability company, or upon other cause shown, by the district court on application of any member, his legal representative, or assignee; and2. The persons winding up the business or affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company:a.prosecute and defend suits,b.settle and close the business of the limited liability company,c.dispose of and transfer the property of the limited liability company,d.discharge the liabilities of the limited liability company, ande.distribute to the members any remaining assets of the limited liability company.B. Except as provided in subsections D and E of this section, after an event causing dissolution of the limited liability company any manager can bind the limited liability company:1. By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and2. By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.C. The filing of the articles of dissolution shall be presumed to constitute notice of dissolution for purposes of paragraph 2 of subsection B of this section.D. An act of a manager or member that is not binding on the limited liability company pursuant to subsection B of this section is binding if it is otherwise authorized by the limited liability company.E. An act of a manager or member that would be binding under subsection B or would be otherwise authorized but that is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.Added by Laws 1992, c. 148, § 40, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 22, eff. Sept. 1, 1993.
18 OK Stat § 18-2040 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2040. Distribution of assets upon winding up.

|DISTRIBUTION OF ASSETS UPON WINDING UP |A. Upon the winding up of a limited liability company, the assets shall be distributed as follows:1. Payment, or adequate provision for payment, shall be made to creditors, including to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company;2. Except as provided in writing in the articles of organization, operating agreement or other binding agreement, to members, any assignees, and any former members for the purchase, redemption or other acquisition of capital interests in satisfaction of liabilities for distributions authorized but not paid under Section 2030 of this title; and3. Except as provided in writing in the articles of organization or operating agreement or other binding agreement, to members, any assignees, and any former members for the purchase, redemption or other acquisition of capital interests first for the return of their contributions in proportion to their respective contributions, and second respecting their capital interests or former capital interests, in proportions in which the members, assignees and former members would share in any profits.B. A member, assignee or former member who receives a distribution in violation of subsection A of this section, and who knew or should have known at the time of the distribution that the distribution violated subsection A of this section, shall be liable to a limited liability company for the amount of the distribution. A member, assignee or former member who receives a distribution in violation of subsection A of this section, and who did not know and had no reason to know at the time of the distribution that the distribution violated subsection A of this section, shall not be liable for the amount of the distribution. Subject to subsection C of this section, this subsection shall not affect any obligation or liability of a member, assignee or former member under an agreement or other applicable law for a distribution.C. Unless otherwise agreed, a member, assignee or former member who receives a distribution from a limited liability company shall have no liability under the Oklahoma Limited Liability Company Act or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution unless an action to recover the distribution from the member, assignee or former member is commenced before the expiration of the three-year period and an adjudication of liability against the member, assignee or former member is made in the action.Added by Laws 1992, c. 148, § 41, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 23, eff. Sept. 1, 1993; Laws 2004, c. 255, § 49, eff. Nov. 1, 2004; Laws 2017, c. 323, § 50, eff. Nov. 1, 2017.
18 OK Stat § 18-2041 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2041. Articles of dissolution.

|After the dissolution of the limited liability company, pursuant to Section 2037 of this title, the limited liability company shall file articles of dissolution in the Office of the Secretary of State upon payment of the filing fee required by Section 2055 of this title, the articles of dissolution shall set forth: |1. The name of the limited liability company;2. The date of filing of its articles of organization;3. The reason for filing the articles of dissolution;4. The effective date of the articles of dissolution if they are not to be effective upon the filing; and5. Any other information the members or managers filing the certificate determine.Added by Laws 1992, c. 148, § 42, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 24, eff. Sept. 1, 1993.
18 OK Stat § 18-2042 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2042. Foreign limited liability company - Laws governing - Powers, rights and privileges.

|A. Subject to the Constitution of this state: |1. The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers and members; and2. A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state.B. A foreign limited liability company holding a valid registration in this state shall have no greater rights and privileges than a domestic limited liability company. The registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in this state.Added by Laws 1992, c. 148, § 43, eff. Sept. 1, 1992.
18 OK Stat § 18-2043 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2043. Foreign limited liability company - Registration procedure.

|Before transacting business in this state, a foreign limited liability company shall register with the Office of the Secretary of State. In order to register, a foreign limited liability company shall: |1. Pay to the Secretary of State a registration fee required by Section 56 of this act;2. Provide the Secretary of State with an original certificate from the certifying officer of the jurisdiction of the foreign limited liability company's organization attesting to the foreign limited liability company's organization under the laws of such jurisdiction; and3. Submit to the Office of the Secretary of State an application in duplicate for registration as a foreign limited liability company, signed by a manager, member, or other person, and setting forth:a.the name of the foreign limited liability company and, if different, the name under which it proposes to transact business in this state,b.the state or other jurisdiction and date of its organization,c.the name and street address of a registered agent in this state which agent shall be 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. If an additional registered agent is designated, service of process shall be on that agent and not on the Secretary of State,d.a statement that the Office of the Secretary of State is appointed the agent of the foreign limited liability company for service of process if no agent has been appointed under subparagraph c of this paragraph, or if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence,e.the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited liability company, andf.such additional information as may be necessary or appropriate in order to enable the Office of the Secretary of State to determine whether such limited liability company is entitled to transact business in this state.Added by Laws 1992, c. 148, § 44, eff. Sept. 1, 1992. Amended by Laws 1999, c. 421, § 28, eff. Nov. 1, 1999.
18 OK Stat § 18-2044 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2044. Foreign limited liability company - Duties of Secretary of State.

|A. If the Office of the Secretary of State finds that an application for registration conforms to the provisions of this act and all requisite fees have been paid, it shall: |1. Endorse on the applications the word "filed", and the month, day, and year of the filing;2. File in its office one copy of the application;3. Issue a certificate of registration to transact business in this state; and4. Return the certificate of registration, together with a copy of the application to the person who filed the application or his representative.B. The Secretary of State will not accept an application for registration from a foreign limited liability company whose registration was administratively withdrawn. Any such foreign limited liability company may only register by filing an application for reinstatement.Added by Laws 1992, c. 148, § 45, eff. Sept. 1, 1992. Amended by Laws 2008, c. 253, § 27.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 § 18-2045 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2045. Foreign limited liability company - Name.

|Subject to the provisions of Section 2008 of this title, a foreign limited liability company may register with the Secretary of State under the name which it is registered in its jurisdiction of organization and that could be registered by a domestic limited liability company. If the name of a foreign limited liability company does not satisfy the requirements of Section 2008 of this title, the foreign limited liability company may file with the Secretary of State a statement by its manager duly adopting a fictitious name that is available, and which satisfies the requirements of Section 2008 of this title, which shall be used to the exclusion of its true name when transacting business within this state. |Added by Laws 1992, c. 148, § 46, eff. Sept. 1, 1992. Amended by Laws 1996, c. 69, § 14, eff. Nov. 1, 1996; Laws 1999, c. 421, § 29, eff. Nov. 1, 1999.
18 OK Stat § 18-2047 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2047. Foreign limited liability company - Certificate of withdrawal.

|A. A foreign limited liability company authorized to transact business in this state may withdraw from the state upon procuring from the Office of the Secretary of State a certificate of withdrawal. In order to procure such certificate, the foreign limited liability company shall file with the Office of the Secretary of State an application for withdrawal and pay the fee provided for in Section 2055 of this title. The application for withdrawal shall set forth: |1. The name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized;2. That the foreign limited liability company is not transacting business in this state;3. That the foreign limited liability company surrenders its certificate of registration to transact business in this state;4. That the foreign limited liability company revokes the authority of its registered agent for service of process in this state and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the foreign limited liability company was authorized to transact business in this state may thereafter be made on such foreign limited liability company by service thereof upon the Office of the Secretary of State; and5. An address to which a person may mail a copy of any process against the foreign limited liability company.B. The application for withdrawal shall be executed by the foreign limited liability company by one of its managers, members, or other persons, or, if the foreign limited liability company is in the hands of a receiver or trustee, by such receiver or trustee on behalf of the foreign limited liability company.C. The registration of a foreign limited liability company shall be deemed withdrawn if the foreign limited liability company fails to file the annual certificate and pay the annual fee provided in Section 2055.2 of this title or pay a registered agent fee to the Secretary of State due under Section 2055 of this title within sixty (60) days after the due date, the withdrawal to be effective on the sixty-first day after the due date.Added by Laws 1992, c. 148, § 48, eff. Sept. 1, 1992. Amended by Laws 2008, c. 253, § 28.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 § 18-2048 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2048. Foreign limited liability company - Necessity of registration to transact business in state.

|A. A foreign limited liability company transacting business in this state may not maintain an action, suit, or proceeding in a court of this state until it has registered in this state as provided in this act. |B. The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.C. A foreign limited liability company, by transacting business in this state without registration, appoints the Office of the Secretary of State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this state.D. A member of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely by reason of such company's having transacted business in this state without a valid certificate of registration.Added by Laws 1992, c. 148, § 49, eff. Sept. 1, 1992.