reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-1151. Shareholder meeting to determine control share voting rights.

SHAREHOLDER MEETING TO DETERMINE CONTROL
SHARE VOTING RIGHTS
A. If, at the time of delivery of an acquiring person statement, the acquiring person requests a special meeting and gives an undertaking to pay the corporation's expenses of the special meeting, within ten (10) days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.
B. Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within fifty (50) days after receipt by the issuing public corporation of the request.
C. If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.
D. If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting shall not be held sooner than thirty (30) days after receipt by the issuing public corporation of the acquiring person statement.
Added by Laws 1987, c. 146, § 21, emerg. eff. June 24, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1152. Notice of shareholder meeting.

NOTICE OF SHAREHOLDER MEETING
A. If a special meeting is requested as provided in Section 21 of this act, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.
B. Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:
1. A copy of the acquiring person statement delivered to the issuing public corporation pursuant to Section 21 of this act; and
2. A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.
Added by Laws 1987, c. 146, § 22, emerg. eff. June 24, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1154. Redemption of control shares.

REDEMPTION OF CONTROL SHARES
A. If authorized in a corporation's certificate of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation may, at any time during the period ending sixty (60) days after the last acquisition of control shares by the acquiring person, be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.
B. Control shares acquired in a control share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in Section 23 of this act.
Added by Laws 1987, c. 146, § 24, emerg. eff. June 24, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1155. Rights of dissenting shareholders.

RIGHTS OF DISSENTING SHAREHOLDERS
A. Unless otherwise provided in a corporation's certificate of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenters' rights.
B. As soon as practicable after such events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters' rights to receive the fair value of their shares pursuant to Section 1091 of Title 18 of the Oklahoma Statutes.
C. As used in this section, "fair value" means a value not less than the highest price paid per share by the acquiring person in the control share acquisition.
Added by Laws 1987, c. 146, § 25, emerg. eff. June 24, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1201. Short title - Oklahoma Benefit Corporation Act - Applicability.

A. This act shall be known and may be cited as the "Oklahoma Benefit Corporation Act". This act shall be applicable to all benefit corporations.
B. The existence of a provision of this act shall not of itself create an implication that a contrary or different rule is applicable to a corporation that is not a benefit corporation. This act shall not affect a statute or rule that is applicable to a corporation that is not a benefit corporation.
C. Except as otherwise provided in this act, the Oklahoma General Corporation Act shall be generally applicable to all benefit corporations that are not state banks or trust companies. A benefit corporation that is not a state bank or trust company may be subject simultaneously to this act and the Oklahoma General Corporation Act, Professional Entity Act and other applicable business formation statutes; however, the provisions of this act shall control over the provisions of the Oklahoma General Corporation Act, Professional Entity Act and other applicable business formation statutes where there is a conflict.
D. Except as otherwise provided in this act, the Oklahoma Banking Code shall be generally applicable to all benefit corporations that are state banks or trust companies. A benefit corporation that is a state bank or trust company may be subject simultaneously to this act and the Oklahoma Banking Code; however, the provisions of this act shall control over the provisions of the Oklahoma Banking Code where there is a conflict.
E. A provision of the certificate of incorporation or bylaws of a benefit corporation shall not limit, be inconsistent with or supersede a provision of this act.
Added by Laws 2019, c. 45, § 1, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1202. Definitions.

As used in the Oklahoma Benefit Corporation Act:
1. "Benefit corporation" means:
a.
a business corporation incorporated under the Oklahoma General Corporation Act that is subject to this act, or
b.
a state bank or trust company incorporated under Title 6 of the Oklahoma Statutes that is subject to this act;
2. "Benefit enforcement proceeding" means any claim or action or proceeding for:
a.
failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its certificate of incorporation, or
b.
violation of any obligation, duty or standard of conduct under this act;
3. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation;
4. "Minimum status vote" means:
a.
in the case of a business corporation or a state bank or trust company, in addition to any other required approval or vote, the satisfaction of the following conditions:
(1)
the shareholders of every class or series shall be entitled to vote as a class on the corporate action regardless of a limitation stated in the certificate of incorporation or bylaws on the voting rights of any class or series, and
(2)
the corporate action shall be approved by the affirmative vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action, or
b.
in the case of a domestic entity other than a corporation or state bank or trust company, in addition to any other required approval, vote or consent, the satisfaction of the following conditions:
(1)
the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity shall be entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series, and
(2)
the action shall be approved by the affirmative vote or consent of the holders described in division (1) of this subparagraph entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action; and
5. "Specific public benefit" includes:
a.
providing low-income or underserved individuals or communities with beneficial products or services,
b.
promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business,
c.
protecting or restoring the environment,
d.
improving human health,
e.
promoting the arts, sciences or advancement of knowledge,
f.
increasing the flow of capital to entities with a purpose to benefit society or the environment, and
g.
conferring any other particular benefit on society or the environment.
Added by Laws 2019, c. 45, § 2, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1203. Incorporation.

A. A benefit corporation that is not a state bank or trust company shall be incorporated in accordance with the Oklahoma General Corporation Act, except that its certificate of incorporation shall also state that it is a benefit corporation.
B. A benefit corporation that is a state bank or trust company shall be incorporated in accordance with the Oklahoma Banking Code, except that its certificate of incorporation shall also state that it is a benefit corporation.
Added by Laws 2019, c. 45, § 3, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1204. Amending certificate of incorporation for existing corporations.

A. An existing business corporation may become a benefit corporation under the Oklahoma Benefit Corporation Act by amending its certificate of incorporation so that it contains, in addition to the requirements of Title 6 or Title 18 of the Oklahoma Statutes, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
B. 1. Except as provided in paragraph 2 of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger, consolidation or conversion and the surviving, new or resulting entity in the merger, consolidation or conversion is to be a benefit corporation, the plan of merger, consolidation or conversion shall be adopted or approved by the domestic entity by at least the minimum status vote.
2. Paragraph 1 of this subsection shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 1083 of Title 18 of the Oklahoma Statutes.
Added by Laws 2019, c. 45, § 4, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1205. Termination of benefit corporation status.

A. A benefit corporation may terminate its status and cease to be subject to the Oklahoma Benefit Corporation Act by amending its certificate of incorporation to delete the provision required by Sections 3 and 4 of this act to be stated in the certificate of a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
B. 1. Except as provided in paragraph 2 of this subsection, if a plan of merger, consolidation or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, the plan shall be adopted by at least the minimum status vote in order to be effective.
2. Paragraph 1 of this subsection shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger.
3. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
Added by Laws 2019, c. 45, § 5, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1206. General public benefit purpose.

A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under the Oklahoma General Corporation Act or the Oklahoma Banking Code.
B. The certificate of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under the Oklahoma General Corporation Act or the Oklahoma Banking Code and subsection A of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection A of this section.
C. The creation of general public benefit and specific public benefit under subsections A and B of this section shall be in the best interests of the benefit corporation.
D. A benefit corporation may amend its certificate of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
E. A professional corporation that is a benefit corporation shall not violate the Professional Entity Act by having the purpose to create general public benefit or a specific public benefit.
F. A state bank or trust company that is a benefit corporation shall not violate the Oklahoma Banking Code by having the purpose to create general public benefit or a specific public benefit, but nothing in the Oklahoma Benefit Corporation Act shall eliminate, diminish or supersede the duties of a benefit corporation that is a state bank or trust company to operate safely and soundly in accordance with applicable regulatory requirements.
Added by Laws 2019, c. 45, § 6, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1208. Duties of officers.

A. Each officer of a benefit corporation shall consider the interests and factors described in paragraph 1 of subsection A of Section 7 of this act in the manner provided in paragraph 3 of subsection A of Section 7 of this act if:
1. The officer has discretion to act with respect to a matter; and
2. It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the certificate of incorporation of the benefit corporation.
B. The consideration of interests and factors in the manner provided in subsection A of this section shall not constitute a violation of the duties of an officer, except as provided in subsection F of Section 6 of this act.
C. Except as provided in the certificate of incorporation or bylaws, an officer shall not be personally liable for monetary damages for:
1. An action or inaction as an officer in the course of performing the duties of an officer under subsection A of this section if the officer was not interested with respect to the action or inaction; or
2. Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
D. An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
E. An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:
1. Is not interested in the subject of the business judgment;
2. Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and
3. Rationally believes that the business judgment is in the best interests of the benefit corporation.
Added by Laws 2019, c. 45, § 8, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1209. Liability – Benefit enforcement proceeding.

A. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
1. Failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of incorporation; or
2. Violation of an obligation, duty or standard of conduct under the Oklahoma Benefit Corporation Act or the Oklahoma Banking Code.
B. A benefit corporation shall not be liable for monetary damages under the Oklahoma Benefit Corporation Act or the Oklahoma Banking Code for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
C. A benefit enforcement proceeding may be commenced or maintained only:
1. Directly by the benefit corporation; or
2. Derivatively in accordance with the Oklahoma General Corporation Act or the Oklahoma Banking Code, as applicable, by:
a.
a person or group of persons that owned beneficially or of record at least two percent (2%) of the total number of shares of a class or series outstanding at the time of the act or omission complained of,
b.
a director,
c.
a person or group of persons that owned beneficially or of record five percent (5%) or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of, or
d.
other persons as specified in the certificate of incorporation or bylaws of the benefit corporation.
D. For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
Added by Laws 2019, c. 45, § 9, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1210. Annual statement.

A. A benefit corporation shall annually provide its shareholders with a statement as to the corporation's promotion of general public benefit and any specific public benefit identified in the certificate of incorporation. The statement shall include:
1. The objectives the board of directors has established to promote general public benefit and any specific public benefit;
2. The standards the board of directors has adopted to measure the corporation's progress in promoting general public benefit and any specific public benefit;
3. Objective factual information based on those standards regarding the corporation's success in meeting the objectives for promoting general public benefit and any specific public benefit; and
4. An assessment of the corporation's success in meeting the objectives and promoting general public benefit and any specific public benefit.
B. The certificate of incorporation or bylaws of a benefit corporation may require that the corporation:
1. Make the statement described in subsection A of this section available to the public; and
2. Use a third-party standard in connection with or attain a periodic third-party certification addressing the corporation's promotion of general public benefit and any specific public benefit identified in the certificate of incorporation.
C. The benefit statement and the assessment of the performance of the benefit corporation in the benefit statement required by subsection A of this section are not required to be audited or certified by a third party.
D. A benefit corporation shall send its annual benefit statement to each shareholder on the earlier of:
1. One hundred twenty (120) days following the end of the fiscal year of the benefit corporation; or
2. The same time that the benefit corporation delivers any other annual report to its shareholders.
Added by Laws 2019, c. 45, § 10, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2002. Purposes for formation.

A limited liability company may be formed under this act for the purpose of carrying on any lawful business, purpose or activity, whether or not for profit, except that a limited liability company may not conduct business as a domestic insurer.
Added by Laws 1992, c. 148, § 3, eff. Sept. 1, 1992. Amended by Laws 1997, c. 418, § 1, eff. Nov. 1, 1997; Laws 2001, c. 405, § 28, eff. Nov. 1, 2001; Laws 2003, c. 180, § 10, eff. Nov. 1, 2003; Laws 2008, c. 253, § 17.
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).
2023 Oklahoma Statutes › Title 18. Corporations › §18-2003. Powers and authority.

Each limited liability company may:
1. Sue, be sued, complain and defend in all courts;
2. Transact its business, carry on its operations and have and exercise the powers granted by this section in any state, territory, district or possession of the United States, and in any foreign country;
3. Make contracts and guarantees, incur liabilities, and borrow money;
4. Sell, convey, lease, exchange, transfer, mortgage, pledge, and otherwise dispose of all or any part of its property and assets;
5. Acquire by purchase or in any other manner, take, receive, own, hold, improve, and otherwise deal with any interest in real or personal property, wherever located;
6. Issue notes, bonds and other obligations and secure any of them by mortgage or deed of trust or security interest of any or all of its assets;
7. Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge or otherwise dispose of and otherwise use and deal in and with stock or other interests in and obligations of domestic and foreign corporations, associations, general or limited partnerships, limited liability companies, business trusts, and individuals;
8. Invest its surplus funds, lend money from time to time in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes set forth in its articles of organization, and take and hold real property and personal property as security for the payment of funds so loaned or invested;
9. Elect or appoint agents and define their duties and fix their compensation;
10. Be a promoter, stockholder, partner, member, associate, or agent of any corporation, partnership, limited liability company, joint venture, trust or other enterprise;
11. Indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement;
12. Make and alter operating agreements, not inconsistent with its articles of organization or with the laws of this state, for the administration and regulation of the affairs of the limited liability company;
13. Cease its activities and dissolve; and
14. Do every other act not inconsistent with law which is appropriate to promote and attain the purposes set forth in its articles of organization.
Added by Laws 1992, c. 148, § 4, eff. Sept. 1, 1992.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2004. Filing the articles of organization.

FILING THE ARTICLES OF ORGANIZATION
A. One or more persons may form a limited liability company upon the filing of executed articles of organization with the Office of the Secretary of State.
B. 1. When the articles of organization become effective, the proposed organization becomes a limited liability company under the name and subject to the purposes, conditions, and provisions stated in the articles. A limited liability company formed under the Oklahoma Limited Liability Company Act is a separate legal entity, the existence of which as a separate legal entity continues until cancellation of the limited liability company's articles of organization and completion of its winding up, if any.
2. Filing of the articles by the Office of the Secretary of State is conclusive evidence of the formation of the limited liability company.
3. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under the Oklahoma Limited Liability Company Act.
Added by Laws 1992, c. 148, § 5, eff. Sept. 1, 1992. Amended by Laws 1997, c. 145, § 2, eff. Nov. 1, 1997; Laws 2004, c. 255, § 33, eff. Nov. 1, 2004; Laws 2008, c. 253, § 18; Laws 2017, c. 323, § 38, 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).
2023 Oklahoma Statutes › Title 18. Corporations › §18-2005. Articles of organization - Contents.

A. The articles of organization shall set forth:
1. The name of the limited liability company;
2. The term of the existence of the limited liability company which may be perpetual; and
3. The street address of its principal place of business, wherever located, and the name and street address of its registered agent which shall be identical to its registered office in this state.
B. If the limited liability company is to establish two or more series of members, managers or membership interests having separate rights, powers or duties as provided under Section 2054.4 of this title and the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series are to be enforceable against the assets of the series only, the articles of organization shall set forth a notice of the limitation on liabilities of the series.
C. The articles of organization may set forth any other matters the members determine to include. It is not necessary to set out in the articles of organization any of the powers enumerated in this act.
Added by Laws 1992, c. 148, § 6, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 3, eff. Sept. 1, 1993; Laws 1997, c. 145, § 3, eff. Nov. 1, 1997; Laws 1999, c. 421, § 24, eff. Nov. 1, 1999; Laws 2004, c. 255, § 34, eff. Nov. 1, 2004; Laws 2008, c. 253, § 19.
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).
2023 Oklahoma Statutes › Title 18. Corporations › §18-2006. Execution of articles - Evidence of authority - Signatures.

A. Articles required by this act to be filed with the Office of the Secretary of State shall be executed in the following manner:
1. Articles of organization must be signed by at least one person who need not be a member of the limited liability company; and
2. Articles of amendment, merger, consolidation, conversion or dissolution must be signed by a manager.
B. Any person may sign any articles by an attorney in fact. A person who executes articles as an attorney-in-fact, agent or fiduciary is not required to exhibit evidence of his or her authority as a prerequisite to filing.
C. The execution of any articles under this act constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
D. Any signature on articles or any other instrument authorized by this act may be a facsimile signature, a conformed signature or an electronically transmitted signature.
Added by Laws 1992, c. 148, § 7, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 4, eff. Sept. 1, 1993; Laws 1996, c. 69, § 13, eff. Nov. 1, 1996; Laws 2004, c. 255, § 35, eff. Nov. 1, 2004.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2007. Delivery of articles to Secretary of State - Filing - Time when effective.

A. One signed copy of the articles of organization or any other articles authorized by this act shall be delivered to the Secretary of State. Unless the Secretary of State finds that any articles do not conform to law, upon receipt of all filing and other fees required by law, he or she shall:
1. Endorse on each copy the word “filed” and the day, month and year, and the time, if applicable, of the filing thereof;
2. File one copy in his or her office; and
3. Return a file-stamped copy to the person who filed it or his or her representative.
B. Unless a future effective date or time, which shall be a specified date or time not later than ninety (90) days after the filing, is provided in the articles, articles of organization are effective, and the limited liability company is formed, at the time of the filing of the articles of organization with the Secretary of State.
C. Unless a future effective date or time, which shall be a specified date or time not later than ninety (90) days after the filing, is provided in the articles, articles of amendment, merger, consolidation, conversion or dissolution are effective at the time of their filing with the Secretary of State.
Added by Laws 1992, c. 148, § 8, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 36, eff. Nov. 1, 2004; Laws 2008, c. 253, § 20.
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).
2023 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."; and
2.
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).
2023 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; or
3. 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.
2023 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; or
4. 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; and
3. The amendment to the articles of organization.
Added by Laws 1992, c. 148, § 12, eff. Sept. 1, 1992.
2023 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; and
3. 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; or
2. 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.
2023 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).
2023 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; and
4. 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).
2023 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.
2023 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; and
3. 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.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2015. Management of company without designated managers - Resignation of member.

MANAGEMENT OF COMPANY WITHOUT DESIGNATED MANAGERS;
RESIGNATION OF MEMBER
A. 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; and
3. 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).
2023 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, or
c.
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; and
5. 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.