reglab/housing_qa huggingface dataset:
18 OK Stat § 18-2019.1 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2019.1. Title to property - Transfer.

|A. Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company. |B. Title to property of the limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, even if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.C. Property transferred under subsections A or B of this section may be recovered by the limited liability company if it proves that the act of the person executing the instrument of transfer did not bind the limited liability company under Section 2019 of Title 18 of the Oklahoma Statutes, unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the limited liability company.D. Title to property of the limited liability company that is held in the name of one or more persons other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, may be transferred free of any claims of the limited liability company or the members by the person in whose name title is held to a transferee who gives value without having notice that it is property of a limited liability company.Added by Laws 1993, c. 366, § 11, eff. Sept. 1, 1993.
18 OK Stat § 18-2020 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2020. Voting rights of members.

|VOTING RIGHTS OF MEMBERS |A. Voting by members 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, the members of a limited liability company vote in proportion to their respective interests in the profits of the limited liability company. Except as otherwise provided in subsection D of this section or unless the context otherwise requires, references in the Oklahoma Limited Liability Company Act to a vote or the consent of the members mean a vote or consent of the members holding a majority of the interests in the profits of the limited liability company. The vote or consent may be evidenced in the minutes of a meeting of the members or by a written consent in lieu of a meeting.B. Except as otherwise provided in subsection D of this section or in the articles of organization or operating agreement, a majority vote of the members shall be required to approve the following matters:1. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited liability company;2. Merger of the limited liability company with another limited liability company or other entity; and3. An amendment to the articles of organization or operating agreement.C. The articles of organization or operating agreement may alter the above voting rights and provide for any other voting rights of members.D. Unless otherwise provided in the articles of organization or a written operating agreement, the unanimous vote or consent of the members shall be required to approve the following matters:1. The dissolution of the limited liability company pursuant to paragraph 3 of subsection A of Section 2037 of this title; or2. An amendment to the articles of organization or an amendment to a written operating agreement:a.which reduces the term of the existence of the limited liability company,b.which reduces the required vote of members to approve a dissolution, merger or sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited liability company,c.which permits a member to voluntarily withdraw from the limited liability company, ord.which reduces the required vote of members to approve an amendment to the articles of organization or written operating agreement reducing the vote previously required on the matters described in this paragraph.E. An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter.Added by Laws 1992, c. 148, § 21, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 12, eff. Sept. 1, 1993; Laws 1996, c. 226, § 23, eff. July 1, 1996; Laws 1998, c. 422, § 28, eff. Nov. 1, 1998; Laws 2004, c. 255, § 42, eff. Nov. 1, 2004; Laws 2017, c. 323, § 42, eff. Nov. 1, 2017.
18 OK Stat § 18-2021 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2021. Records required to be kept - Member access to information - Managers may inspect and copy records.

|A. Unless otherwise provided in a written operating agreement, a limited liability company shall keep at its principal place of business the following: |1. A current and a past list of the full name and last-known mailing address of each member and manager;2. Copies of records that would enable a member to determine the relative voting rights of the members;3. A copy of the articles of organization, together with any amendments thereto;4. Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any, for the three most recent years or, if such returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal state and local tax returns for such period;5. Copies of any effective written operating agreements and all amendments thereto and copies of any written operating agreements no longer in effect; and6. Unless provided in writing in an operating agreement, a writing setting out:a.the amount of cash and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made, andb.the events upon the happening of which the limited liability company is to be dissolved and its affairs wound up, andc.any other information prepared pursuant to a requirement in an operating agreement.B. A member, for any purpose reasonably related to the member's interest, may:1. At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours;2. Obtain from time to time upon reasonable demand:a.true and complete information regarding the state of the business and financial condition of the limited liability company,b.promptly after becoming available, a copy of the limited liability company's state and local income tax returns for each year, andc.other information regarding the affairs of the limited liability company as is just and reasonable; and3. Have a formal accounting of the limited liability company's affairs whenever circumstances render it just and reasonable.C. A manager, for any purpose reasonably related to his position, may inspect and copy any limited liability company records upon reasonable request during ordinary business hours.D. Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.Added by Laws 1992, c. 148, § 22, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 13, eff. Sept. 1, 1993.
18 OK Stat § 18-2022 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2022. Liability solely as manager or member.

|A person who is a member or manager, or both, of a limited liability company is not liable for the obligations of a limited liability company solely by reason of being such member or manager or both. |Added by Laws 1992, c. 148, § 23, eff. Sept. 1, 1992.
18 OK Stat § 18-2023 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2023. Contribution of member - Form.

|The contribution of a member to a limited liability company may be in cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services. A person may be admitted to a limited liability company as a member of the limited liability company and may receive a membership interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in the operating agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a membership interest in the limited liability company. Unless otherwise provided in the operating agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a membership interest in the limited liability company. |Added by Laws 1992, c. 148, § 24, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 43, eff. Nov. 1, 2004.
18 OK Stat § 18-2024 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2024. Performance of obligations - Compromise - Remedies for failure to perform.

|A. 1. Except as otherwise provided in the articles of organization or the operating agreement, a member is obligated to the limited liability company to perform any written promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or other reason. |2. If a member does not make the required contribution of property or services, he is obligated, at the option of the limited liability company, to contribute cash equal to that portion of value, as stated in the operating agreement, of the stated contribution that has not been made.B. 1. The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only upon compliance with the operating agreement, or, if the operating agreement does not so provide, with the unanimous consent of the members.2. A compromise shall not impair the right of any creditor to enforce the obligation or to require the obligation to be enforced if:a.such creditor relied upon the obligation and the absence in the operating agreement of the limited liability company's authority to compromise the obligation, orb.a duty to the creditor was breached in the making of the compromise.C. An operating agreement may provide that the capital interest of a member who fails to make any contribution or other payment that the member is required to make shall be subject to specified remedies for, or specified consequences of, the failure. The remedy or consequence may take the form of reducing the defaulting member's capital interest in the limited liability company, subordinating the defaulting member's capital interest in the limited liability company to that of the nondefaulting members, a forced sale of the capital interest in the limited liability company, forfeiture of the capital interest in the limited liability company, the lending by the nondefaulting members of the amount necessary to meet the commitment, a fixing of the value of the member's capital interest in the limited liability company by appraisal or by formula and redemption and sale of the member's capital interest in the limited liability company at that value, or other remedy or consequences.Added by Laws 1992, c. 148, § 25, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 14, eff. Sept. 1, 1993.
18 OK Stat § 18-2025 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2025. Profits and losses – Distributions.

|PROFITS AND LOSSES; DISTRIBUTIONS |Except as otherwise provided in the operating agreement:1. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned; and2. Distributions of the limited liability company shall be made to the members, and among classes or groups of members, in proportion to their right to share in the profits and losses of the limited liability company.Added by Laws 1992, c. 148, § 26, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 44, eff. Nov. 1, 2004; Laws 2017, c. 323, § 43, eff. Nov. 1, 2017.
18 OK Stat § 18-2026 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2026. Distributions - Time.

|Except as otherwise provided in this act, a member is entitled to receive distributions from a limited liability company before the dissolution and winding up of the limited liability company to the extent and at the times upon which the members agree or as provided in the operating agreement. |Added by Laws 1992, c. 148, § 27, eff. Sept. 1, 1992. Amended by Laws 1997, c. 145, § 4, eff. Nov. 1, 1997.
18 OK Stat § 18-2028 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2028. Distribution - Cash - Asset in kind.

|Except as otherwise provided in the operating agreement: |1. A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and2. No member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage which the member's interest in the limited liability company is of all of the interests in the limited liability company.Added by Laws 1992, c. 148, § 29, eff. Sept. 1, 1992.
18 OK Stat § 18-2029 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2029. Distribution - Status and rights of member.

|At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. |Added by Laws 1992, c. 148, § 30, eff. Sept. 1, 1992.
18 OK Stat § 18-2030 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2030. Restrictions on distributions - Determination of prohibited distributions - Effect of distribution – Indebtedness.

|RESTRICTIONS ON DISTRIBUTIONS; DETERMINATION OF PROHIBITED DISTRIBUTIONS; EFFECT OF DISTRIBUTION; INDEBTEDNESS |A. A distribution may not be made if, after giving effect to the distribution:1. The limited liability company would not be able to pay its debts as they become due in the usual course of business; or2. The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution.B. The limited liability company may base a determination that a distribution is not prohibited under subsection A of this section on:1. Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or2. A fair valuation or other method that is reasonable in the circumstances.C. Except as provided in subsection E of this section, the effect of a distribution under subsection A of this section is measured as of:1. In the case of a distribution by purchase, redemption or other acquisition of a capital interest in the limited liability company, the date money or other property is transferred or debt incurred by the limited liability company; and2. In all other cases, the date:a.the distribution is authorized, if the payment occurs within one hundred twenty (120) days after the date of authorization, orb.the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.D. A limited liability company's indebtedness to a member, incurred by reason of a distribution made in accordance with this section, is at parity with the limited liability company's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.E. 1. If the terms of the indebtedness provide that payment of principal and interest is to be made only if, and to the extent that, payment of a distribution to members could then be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distribution, is not a liability for purposes of determinations made under subsection B of this section.2. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.Added by Laws 1992, c. 148, § 31, eff. Sept. 1, 1992. Amended by Laws 2017, c. 323, § 44, eff. Nov. 1, 2017.
18 OK Stat § 18-2031 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2031. Wrongful distribution - Liability of member - Action for recovery.

|If a member has received a distribution in violation of the operating agreement or Section 2030 of this title, the member shall be liable to the limited liability company for the amount of the distribution wrongfully made. An action for the recovery of any wrongful distribution to a member must be brought within three (3) years from the date of the distribution. |Added by Laws 1992, c. 148, § 32, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 16, eff. Sept. 1, 1993.
18 OK Stat § 18-2032 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2032. Membership interest as personal property.

|MEMBERSHIP INTEREST AS PERSONAL PROPERTY |A capital interest is personal property. A member has no interest in specific limited liability company property.Added by Laws 1992, c. 148, § 33, eff. Sept. 1, 1992. Amended by Laws 2017, c. 323, § 45, eff. Nov. 1, 2017.
18 OK Stat § 18-2033 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2033. Assignability of membership interest.

|ASSIGNABILITY OF MEMBERSHIP INTEREST |A. Unless otherwise provided in an operating agreement:1. A membership interest is not transferable; provided, however, that a member may assign the capital interest associated with a membership interest in whole or in part;2. An assignment of the capital interest associated with a membership interest does not entitle the assignee to participate in the management and affairs of the limited liability company or to become or to exercise any rights or powers of a member;3. An assignment entitles the assignee to share in profits and losses, to receive any distribution or distributions and to receive the allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled to the extent assigned;4. Unless the assignee of a capital interest in a limited liability company becomes a member , the assignor continues to be a member and to have the power to exercise any rights of a member, unless the assignor is removed as a member either in accordance with the operating agreement or, after having assigned all of the capital interest, by an affirmative vote of the members who have not assigned their interests. The removal of an assignor shall not, by itself, cause the assignee to become a member;5. Until an assignee of a capital interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and6. The assignor of a capital interest is not released from liability as a member solely as a result of the assignment.B. The operating agreement may provide that a member's interest in a limited liability company may be evidenced by a certificate of membership interest issued by the limited liability company and also may provide for the assignment or transfer of any membership interest represented by such a certificate and may make other provisions with respect to such certificates.C. Unless otherwise provided in the operating agreement, the pledge of, or granting of a security interest, lien, or other encumbrance in or against any or all of the membership interest of a member is not an assignment and shall not cause the member to cease to be a member or cease to have the power to exercise any rights or powers of a member.Added by Laws 1992, c. 148, § 34, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 17, eff. Sept. 1, 1993; Laws 1996, c. 226, § 24, eff. July 1, 1996; Laws 1997, c. 145, § 5, eff. Nov. 1, 1997; Laws 2004, c. 255, § 45, eff. Nov. 1, 2004; Laws 2017, c. 323, § 46, eff. Nov. 1, 2017.
18 OK Stat § 18-2034 (2021)
2021 Oklahoma Statutes|Title 18. Corporations|§18-2034. Judgment creditor - Rights - Exclusive remedy.

|JUDGMENT CREDITOR; RIGHTS; EXCLUSIVE REMEDY |On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the capital interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the capital interest. A charging order entered by a court pursuant to this section shall in no event be convertible into a membership interest through foreclosure or other action. The Oklahoma Limited Liability Company Act does not deprive any member of the benefit of any exemption laws applicable to his or her membership or capital interest. This section shall be the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership and capital interest, whether the limited liability company has one member or more than one member.Added by Laws 1992, c. 148, § 35, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 18, eff. Sept. 1, 1993; Laws 2004, c. 255, § 46, eff. Nov. 1, 2004; Laws 2017, c. 323, § 47, eff. Nov. 1, 2017.