Title 18, Title 18 — Corporations

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 fee…

A. The name of each limited liability company as set forth in its articles of organization 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…

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 an…

A. Every domestic limited liability company and registered series shall continuously maintain in this state: 1. A registered office which may be, but need not be, the same as its principal place of business; and 2. A registered agent for service of process on the limited liabilit…

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…

A. If any document filed with the Office of the Secretary of State under Section 2000 et seq. of this title is an inaccurate record of the action referred to or was defectively or erroneously executed, the document may be corrected by the filing of articles of correction. B. Arti…

CANCELLATION OF ARTICLES OF ORGANIZATION A. The articles of organization or registered series shall be canceled: 1. Upon the dissolution and the completion of winding up of a limited liability company or registered series; 2. As provided in subsection B of this section; 3. Upon t…

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…

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 agreemen…

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…

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 prov…

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 t…

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. Eliminat…

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 shal…

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 l…

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 comp…

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 th…

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 addres…

A person who is a member or manager, or both, of a limited liability company is not liable for the obligations of a limited liability company solely by reason of being such member or manager or both. Added by Laws 1992, c. 148, § 23, eff. Sept. 1, 1992.

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 …

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 …

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 rec…

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 operat…

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 acce…

At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. Added by Laws 1992, c. 148, § 30, eff. Sept. 1, 1992.

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…

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 dist…

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.

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 …

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 cha…

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 liabili…

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 ri…

A. A limited liability company is dissolved upon the earlier of: 1. The occurrence of the latest date on which the limited liability company is to dissolve set forth in the articles of organization; 2. The occurrence of events specified in writing in the operating agreement; 3. T…

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,…

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 o…

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…

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 arti…

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 member…

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 Sec…

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. …

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…

certificate - Recording changes. A. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited lia…

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 c…

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 foreig…

transacting business in state. FOREIGN LIMITED LIABILITY COMPANY – ACTS NOT CONSTITUTING TRANSACTING BUSINESS IN STATE A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this act: 1. Maint…

transacting business in state. The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this act. Added by Laws 1992, c. 148, § 51, eff. Sept. 1, 1992.

A member may bring an action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met: 1. Either: a. management of the limited liability company is vested in a manager or managers who have the sole authority to ca…

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right. Added by L…

A. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and sh…

AGREEMENT OF MERGER OF CONSOLIDATION A. Pursuant to an agreement of merger or consolidation, a domestic limited liability company may merge or consolidate with or into one or more domestic or foreign limited liability companies or other entities. As used in this section, "entity"…