reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-2017. Member or manager - Limitation or elimination of liability - Indemnification - Creation of series or groups.

MEMBER OR MANAGER – LIMITATION OR ELIMINATION
OF LIABILITY – INDEMNIFICATION –
CREATION OF SERIES OR GROUPS
A. Subject to subsection B of this section, the articles of organization or operating agreement may:
1. Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Section 2016 of this title; and
2. Provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in any proceeding because the person is or was a member or manager.
B. No provision permitted under subsection A of this section shall limit or eliminate the liability of a manager for:
1. Any breach of the manager’s duty of loyalty to the limited liability company or its members;
2. Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
3. Any transaction from which the manager derived an improper personal benefit.
C. The articles of organization or operating agreement may define the scope of any duties owned by the members or managers to the limited liability company, if not manifestly unreasonable. A definition shall not eliminate the duty of loyalty or the obligation of good faith and fair dealing.
D. An operating agreement may provide for classes or groups of members or managers or both having such relative rights, powers and duties as the operating agreement may provide, and may provide for the creation in the manner provided in the operating agreement of additional classes or groups of members or managers or both having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members or managers. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or manager or class or group of members or managers, including an action to create under the operating agreement a class or group of membership interests that was not previously outstanding. An operating agreement may provide that any member or class or group of members shall have no voting rights.
Added by Laws 1992, c. 148, § 18, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 9, eff. Sept. 1, 1993; Laws 2001, c. 405, § 33, eff. Nov. 1, 2001; Laws 2004, c. 255, § 40, eff. Nov. 1, 2004.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2018. Managers - Majority vote required.

Voting by managers may be on a per capita, number, financial interest, class, group or any other basis. Unless otherwise provided in the articles of organization or operating agreement, if the limited liability company has more than one manager, all decisions of the managers shall be made by majority vote of the managers on a per capita basis. An operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter.
Added by Laws 1992, c. 148, § 19, eff. Sept. 1, 1992. Amended by Laws 2004, c. 255, § 41, eff. Nov. 1, 2004.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2019. Managers as agents.

MANAGERS AS AGENTS
A. Every manager is an agent of the limited liability company for the purpose of its business, and the act of every manager, including the execution in the limited liability company name of any instrument for apparently carrying on the business of the limited liability company of which he is a manager, binds the limited liability company, unless the manager so acting lacks the authority to act for the limited liability company in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority. The unauthorized acts of the manager shall bind the limited liability company as to persons acting in good faith who have no knowledge of the fact that the manager had no such authority.
B. Subject to the provisions of subsection A of this section and Section 2019.1 of this title, instruments and documents providing for the acquisition, mortgage, or disposition of real or personal property of the limited liability company shall be valid and binding upon the limited liability company if executed by one or more of its managers.
Added by Laws 1992, c. 148, § 20, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 10, eff. Sept. 1, 1993; Laws 2017, c. 323, § 41, eff. Nov. 1, 2017.
2023 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.
2023 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; and
3. 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; or
2. 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, or
d.
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.
2023 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; and
6. 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, and
b.
the events upon the happening of which the limited liability company is to be dissolved and its affairs wound up, and
c.
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, and
c.
other information regarding the affairs of the limited liability company as is just and reasonable; and
3. 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.
2023 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.
2023 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, or
b.
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.
2023 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; and
2. 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.
2023 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.
2023 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; and
2. 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.
2023 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; or
2. 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; or
2. 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; and
2. 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, or
b.
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.
2023 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.
2023 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.
2023 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; and
6. 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.
2023 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.
2023 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; or
2. 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; or
2. 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.
2023 Oklahoma Statutes › Title 18. Corporations › §18-2036. Events causing cessation of membership - Withdrawal - Death or incapacity.

EVENTS CAUSING CESSATION OF MEMBERSHIP; WITHDRAWAL;
DEATH OR INCAPACITY
A. 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.
2023 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.
2023 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, or
b.
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; and
2. 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, and
e.
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; and
2. 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.
2023 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; and
3. 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.
2023 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; and
5. 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.
2023 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; and
2. 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.
2023 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; and
3. 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, and
f.
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.
2023 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; and
4. 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).
2023 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.
2023 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; and
5. 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).
2023 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.