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ENGROSSED SENATE
BILL NO. 649 By: Montgomery of the Senate
and
Echols of the House
An Act relating to limited liability companies;
amending 18 O.S. 2021, Section 1006, which relates to
certificates of incorporation; clarifying
requirements for designation of corporate names in
certificate of incorporation; amending 18 O.S. 2021,
Sections 2001, 2005, 2006, 2008 , 2010, 2012, 2012.1,
2012.2, 2054.1, 2054.2, 2054.3, and 2054.4, which
relate to the Oklahoma Limited Liability Company Act;
modifying and adding definitions; conforming
language; clarifying execution requirements for
certain articles; clarifying requirements for
designation of names of limited liability companies
in articles of organization; requiring registered
series to maintain registered office and agent for
service of process; establishing procedures for
filing of corrected documents; requiring cancellation
of articles of registered series under certain
circumstances; authorizing amendment to certain
operating agreements; autho rizing entity to convert
to a protected or registered series; modifying
definition; authorizing conversion of certain
entities to a limited liability company; authorizing
contractual appraisal rights for conversions to
certain entities; authorizing establi shment of
protected series by contract; clarifying requirements
for operating agreement or articles of organization
of protected series; establishing requirements
applicable to protected series; authorizing
establishment of registered series; clarifying
requirements for operating agreement or articles of
organization or registered series; establishing
requirements applicable to registered s eries;
authorizing certain actions by registered series;
requiring filing of articles of organization of
registered series with the Secretary of State;
requiring inclusion of certain information in
articles of registered series; providing for articles
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of dissolution of articles of registered series;
authorizing conversion of protected series to
registered series; establish ing procedures for
conversion of protected series to registered series;
authorizing conversion of registered series to
protected series; establishing procedures for
conversion of registered series to protected series;
authorizing merger or consolidation of one or more
registered series; es tablishing procedures for merger
or consolidation of one or more registered series;
defining terms; authorizing division of limited
liability companies; establishing procedures for
division of limited liability companies; requiring
filing of articles of di vision; amending 18 O.S.
2021, Sections 2055, 2055.1, 2055.2, and 2055.3,
which relate to fees, annual certific ate, and
reinstatement of limited liability company; imposing
certain filing fees on registered series and divi ding
limited liability companies; requirin g annual fee by
registered series to Secretary of State for certain
purposes; requiring registered seri es to file certain
annual certificate; requiring payment of certain
annual fee by registered series; providing for
reinstatement of registered series und er certain
circumstances; authorizing manual or electronic
signature and delivery of certain documents;
providing exceptions to applicability of certain
provisions; updating statutory references; providing
for codification; and providing an effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2021, Section 1006, is
amended to read as follows:
Section 1006.
CERTIFICATE OF INCORPORATION; CONTENTS
A. The certificate of incorp oration shall set forth:
1. The name of the corporation which shall contain one of the
words “association”, “company”, “corporation”, “club”, “foundation”,
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“fund”, “incorporated”, “institute”, “society”, “union”,
“syndicate”, or “limited” or abbreviations thereof, with or without
punctuation, or words or abbreviatio ns thereof, with or without
punctuation, of like import of foreign countr ies or jurisdictions;
provided that such abbreviations are written in Ro man characters or
letters, and which shall be suc h as to distinguish it upo n the
records in the Office of the S ecretary of State from:
a. names of other corporations, whether domestic or
foreign, then existing or which existed at any time
during the preceding three (3) years,
b. names of partnerships whe ther general or limited, o r
domestic or foreign, then in good standing or
registered or which were in good standing or
registered at any time during the preceding three (3)
years,
c. names of limited liabili ty companies, whether domestic
or foreign, then in good standing or registe red or
which were in good standing o r registered at any time
during the preceding three (3) years,
d. names of registered seri es of a limited liabil ity
company,
e. trade names or fictitious names filed with the
Secretary of State, or
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e. corporate, limited liability company or limited
partnership names
f. names of corporations , limited liability companies,
limited partnerships, or registered series of limited
liability companies reserved with the Secretary of
State;
2. The address, including the street, number, city and postal
code, of the corporation’s registered office in this state, and the
name of the corporation ’s registered agent at such address;
3. The nature of the business or purposes to be conducted or
promoted. It shall be sufficient to state, either alone or with
other businesses or purposes, that the purpose of the corporation is
to engage in any lawful act or activity for which corporations may
be organized under the gen eral corporation law of Oklahoma, and by
such statement all lawful acts and activities shall be within the
purposes of the corporation, except for express limitations, if any;
4. If the corporation is to be authorized to issue only one
class of stock, the total number of shares of stock which the
corporation shall have authority to issue and the par value of eac h
of such shares, or a statement that all such shares are to be
without par value. If the corporation is to be authorized to issue
more than one class of stock, the certificate of incorporation shall
set forth the total number of shares of all classes of stock which
the corporation shall have authority to issue and the number of
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shares of each class, and shall specify each class the shares of
which are to be without par value and each class the shares of which
are to have par value and the par value of the shares of each such
class. The provisions of this paragraph shall not apply to
corporations which are not organized for profit and which are not to
have authority to issue capital stock. In t he case of such
corporations, the fact that they are not to ha ve authority to issue
capital stock shall be stated in the certificate of incorporation.
The provisions of this paragraph shall not apply to nonst ock
corporations. In the case of nonstock corp orations, the fact that
they are not authorized to issue capit al stock shall be stated in
the certificate of incorporation. The conditions of membership, or
other criteria for identifying members, of nonstock corporations
shall likewise be stated in the c ertificate of incorporation or the
bylaws. Nonstock corporati ons shall have members, but the failure
to have members shall not affect otherwise valid corporate acts or
work a forfeiture or dissolution of the corporation. Nonstock
corporations may provide for classes or groups of members having
relative rights, powe rs and duties, and may make provision for the
future creation of additional classes or groups of members having
such relative rights, powers and du ties as may from time to time be
established, including rights, powers and duties senior to existing
classes and groups of members. Except as otherwise provided in the
Oklahoma General Corporation Act, nonstock corporations may also
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provide that any membe r or class or group of members shall have
full, limited, or no voting rights or powers, including that any
member or class or group of members shall have the right to vote on
a specified transaction even if that member or class or group of
members does not have the right to vote for the election of mem bers
of the governing body of the corporation. Voting by memb ers of a
nonstock corporation may be on a per capita, number, financial
interest, class, group, or any other basis set forth. The
provisions referred to in the three preceding sentences may be set
forth in the certificate of incorporation or the bylaws. If neither
the certificate of incorporation nor the bylaws of a nonstock
corporation state the conditions of membership, or other criteria
for identifying members, the members of the corporation shall be
deemed to be those entitled to vote for the election of the members
of the governing body pursuant to the certificate of incorporation
or bylaws of such corporation or otherwise until thereafter
otherwise provided by the certificate of incorporat ion or the
bylaws;
5. The name and mailing address of the inc orporator or
incorporators;
6. If the powers of the incorporator or incorporators are to
terminate upon the filing of the certificate of incorpora tion, the
names and mailing addresses of the pe rsons who are to serve as
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directors until the first annual mee ting of shareholders or until
their successors are elected and qualify;
7. If the corporation is not for profit:
a. that the corporation does not afford pecuniary gain,
incidentally or otherwis e, to its members as such,
b. the name and mailing address of each member of the
governing body,
c. the number of members of the governing body to be
elected at the first meeting, and
d. in the event the corpo ration is a church, the street
address of the location of the church.
The restriction on affording pecuniary gain to members shall not
prevent a not-for-profit corporation operating as a cooperative from
rebating excess revenues to patrons who may also be members; and
8. If the corporation is a charit able nonstock and does not
otherwise provide in its certificat e of incorporation:
a. that the corporation is organized exclusively for
charitable, religious, educational, and scientific
purposes including, for such purposes, the making of
distributions to organizations that qualify as exempt
organizations under section Section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of
any future federal tax code,
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b. that upon the dissolution of the corpo ration, its
assets shall be distributed f or one or more exempt
purposes within the meaning of section Section
501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code,
for a public purpose, and
c. that the corporation complies with the requirements in
paragraph 7 of this subsection.
B. In addition to the matters r equired to be set forth i n the
certificate of incorporation pursuant to the provisions of
subsection A of this section, the certificate of incorporation may
also contain any or all of the follow ing matters:
1. Any provision for the management of the busin ess and for the
conduct of the affairs of the corporation, and any provision
creating, defining, limiting and regulating the powers of the
corporation, the directors, and the shareholders, or an y class of
the shareholders, or the governing body, the member s, or any class
or group of the members of a nonstock corporation, if such
provisions are not contrary to the laws of this state. Any
provision which is required or permitted by any provision o f the
Oklahoma General Corporation Act to be stated in the byl aws may
instead be stated in the certificate of incorporation;
2. The following provisions, in substantially the following
form:
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a. for a corporation, o ther than a nonstock corporation:
“Whenever a compromise or arrangement is proposed
between this corporation and its creditors o r any
class of them and/or between this corporation and its
shareholders or any class of them, any court of
equitable jurisdicti on within the State of Oklahoma,
on the application in a summary way of this
corporation or of any cred itor or shareholder there of
or on the application of any receiver or receivers
appointed for this corporation under the provisions of
Section 1106 of this title or on the application of
trustees in dissolution or of any receiver or
receivers appointed for this corporation under th e
provisions of Section 1100 of this title, may order a
meeting of the creditors or class of creditors, and/or
of the shareholders or class of shareholders of this
corporation, as the case may be, to be summoned in
such manner as the court directs. If a m ajority in
number representing three -fourths (3/4) in value of
the creditors or class of creditors, and/or of the
shareholders or class of shareholders of this
corporation, as the case may be, agree to any
compromise or arrangement and to any reorganizatio n of
this corporation as a consequence of such compromise
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or arrangement, the compromise or arrangement and the
reorganization, if sanctioned by the court to which
the application has been made, shall be binding on all
the creditors or class of creditors, and/or on all the
shareholders or class of shareholders, of this
corporation, as the case may be, and also on this
corporation”, and
b. for a nonstock corporation:
“Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any
class of them and/or between this corporation and its
members or any class of them, any court of equitable
jurisdiction within the State of Oklahoma may, on the
application in a summary way of this corporation or of
any creditor or member thereof o r on the application
of any receiver or receivers appointed for this
corporation under the provisions of Section 110 6 of
this title or on the application of trustees in
dissolution or of any receiver or receivers appointed
for this corporation under the pr ovisions of Section
1100 of this title, order a meeting of the creditors
or class of creditors, and/or of the member s or class
of members of this corporation, as the case may be, to
be summoned in such manner as the court directs. If a
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majority in number representing three-fourths (3/4) in
value of the creditors or class of creditors, and/or
of the members or class of members of this
corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization o f
this corporation as a c onsequence of such compromise
or arrangement, the compromise or arrangement and the
reorganization, if sanctioned by the court to which
the application has been made, shall be binding on all
the creditors or class of creditors, and /or on all the
members or class of members, of this corporation, as
the case may be, and also on this corporation ”;
3. Such provisions as ma y be desired granting to the holders of
the stock of the corporation, or the holders of any class or series
of a class thereof, the preempti ve right to subscribe to any or all
additional issues of stock of the corporation of any or all classes
or series thereof, or to any securities of the corporation
convertible into such stock. No shareholder shall have any
preemptive right to subscribe to an additional issue of stock or to
any security convertible into such stock unless, and except to the
extent that, such right is expressly granted to him in the
certificate of incorporation. Preemptive rights, if granted, shall
not extend to fractional sh ares;
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4. Provisions requiring, for any corporate action, the vote of
a larger portion of the stock or of any class or series thereof, or
of any other securities having voting power, or a larger number of
the directors, than is req uired by the provisions o f the Oklahoma
General Corporation Act;
5. A provision limiting the duration of the corporation ’s
existence to a specified date; otherwise, the corporation shall have
perpetual existence;
6. A provision imposing personal liabilit y for the debts of the
corporation on its shareholders to a specified extent and upon
specified conditions; otherwise, the shareholders of a corporation
shall not be personally liable for the payment of the corporation’s
debts, except as they may be liable by reason of their own c onduct
or acts;
7. A provision eliminating or limiting the personal liability
of a director to the corporation or i ts shareholders for monetary
damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit t he liability of a
director:
a. for any breach of the director ’s duty of loyalty to
the corporation or its shareholde rs,
b. for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law,
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c. under Section 1053 of this title, or
d. for any transaction from which the director derived an
improper personal benefit.
No such provision shall eliminate or limit the liability of a
director for any act or omission occurring before the date when su ch
provision becomes effe ctive.
C. It shall not be necessary to set forth in the certificate of
incorporation any of the powers conferred on corporations by the
provisions of the Oklahoma General Corporation Act.
D. Except for provisions included under p aragraphs 1, 2, 5, 6
and 7 of subsection A of this section and paragraphs 2, 5 and 7 of
subsection B of this section, and provisions included under
paragraph 4 of subsection A of this section specifying the classes,
number of shares and par value of shares a corporation other than a
nonstock corporation is authorized to issue, any provision of the
certificate of incorporation may be made depend ent upon facts
ascertainable outside the instrument, provided that the manner in
which the facts shall operate upon the provision is clearly and
explicitly set forth therein. As used in this subsection, the term
“facts” includes, but is not limited to, th e occurrence of any
event, including a determination or action by any person or body,
including the corporation.
SECTION 2. AMENDATORY 18 O.S. 2021, Section 2001, is
amended to read as follows:
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Section 2001.
DEFINITIONS
As used in the Oklahom a Limited Liability Company Act, unless
the context otherwise requires:
1. “Articles of organizati on” means documents filed for t he
purpose of forming a limited liability company, and the articles as
amended;
2. “Bankrupt” means bankrupt under the United States Bankruptcy
Code, as amended, or insolvent under any state insolvency act;
3. “Business” means any trade, occupation, prof ession or other
activity regardless of whether engaged in for gain, profit or
livelihood;
4. “Capital contribution ” means anything of value that a person
contributes to the limited liability company as a prerequisite for,
or in connection with, membership including cash, property, services
rendered or a promissory note o r other binding obligat ion to
contribute cash or property o r to perform services;
5. “Capital interest” means the fair market value as of the
date contributed of a member’s capital contribution as adjusted for
any additional capital contributions or withd rawals, a person’s
share of the profits and losses of a lim ited liability company and a
person’s right to receive distributions of the limited liability
company’s assets;
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6. “Charitable entity” means any nonprofit limited liability
company or other entity that is exempt from ta xation under Section
501(c)(3) of the United States Internal Revenue Code, 26 U.S.C.,
Section 501(c)(3), or any successor provisions ;
7. “Corporation” means a corporation organized under the laws
of this state or the l aws of any jurisdiction other than t his state;
7. 8. “Court” includes every court and judge having
jurisdiction in the case;
8. 9. “Document” means:
a. any tangible medium on which information is inscribed
including handwritten, typed, printed, or similar
instruments and copies of such i nstruments, and
b. an electronic transm ission;
10. “Electronic transmission” means any form of communication
not directly involving the physical transmission of pape r including
the use of or participation in one or more elec tronic networks or
databases, including one or more distributed electr onic networks or
databases, that creates a record that may be retained, retrieved,
and reviewed by a recipient thereof and tha t may be directly
reproduced in paper form by such a recipient through an au tomated
process;
11. “Foreign corporation” means a corporation organized under
the laws of any jurisdiction other than this state;
9. 12. “Foreign limited liability company” means:
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a. an unincorporated association,
b. formed under the laws of any jurisdiction other th an
this state, and
c. formed under a statute pursuant to which an
association may be formed that affords to each of its
members limited liability with respect to the
liabilities of the entity;
10. 13. “Foreign limited partnership ” means a limited
partnership formed under the laws of any jurisdi ction other than
this state;
11. 14. “Jurisdiction”, when used to refer to a political
entity, means the United States, a state, a tribal government, a
foreign country or a political subdivision of a foreign country ;
12. 15. “Limited liability company ” or “domestic limited
liability company” means an entity formed under the Oklahoma Limited
Liability Company Act and existing under the laws of this state;
13. 16. “Limited partnership” means a limited partnership
formed under the laws of this state or a fo reign limited partnership
as defined in this section;
14. 17. “Manager” or “managers” means a person or persons
designated by the members of a limited liability company to manage
the limited liability company as pro vided in the articles of
organization or an operating agreement and includes a manager of the
limited liability company generally and a manager associated with a
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series of the limited liability company. Unless the context
otherwise requires, references in this act to a manager shall be
deemed to be references to a manager of the limited liability
company generally and to a manager assoc iated with a series with
respect to such series ;
15. 18. “Member” means a person with an ownership interest in a
limited liability company, with the rights and obligations specified
under the Oklahoma Limited Liability Company Act and includes a
member of the limited liability company ge nerally and a member
associated with a series of the limited liability company . Unless
the context otherwise requires, reference s in this act to a member
shall be deemed to be references to a member of the l imited
liability company generally and to a member as sociated with a series
with respect to such series;
16. 19. “Membership interest” or “interest” means a member’s
rights in the limited liability company, collectively including the
member’s share of the profits and lo sses of the limited liability
company, the right to receive distributions of the limited liability
company’s assets and capital interest, any right to vote or
participate in management and such other rights accorded to members
under the articles of organiz ation, operating agreement or the
Oklahoma Limited Liability Company Act;
17. 20. “Operating agreement”, regardless of whether referred
to as an operating agreem ent and whether oral, in a record, implied
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or in any combination thereof, means any agreement of the members,
including a sole member, as to the affairs of a limited liability
company including any protected series o r registered series the reof
and the conduct of its business including the agreement as amended
or restated;
18. 21. “Person” means an individual, a general partnership, a
limited partnership, a limited liability company, a trust, an
estate, an association , a corporation or any other legal or
commercial entity;
19. 22. “Protected series” means a designated series of
members, managers, m embership interests, or assets that is
established in accordance with Section 2054.4 of this title;
23. “Registered series” means a designated series of members,
managers, membership interests, or assets that is formed in
accordance with Section 14 of this act; an d
24. “State” means a state, territory or possession of the
United States, the District o f Columbia or the Commonwealth of
Puerto Rico; and
20. “Charitable entity” means any nonprofit limited liability
company or other entity that is exempt from taxation under Section
501(c)(3) of the United States Internal Revenue Code (26 U.S.C.,
Section 501(c)(3)), or any successor provis ions.
SECTION 3. AMENDATORY 18 O.S. 2021, Sec tion 2005, is
amended to read as follows:
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Section 2005. A. The articles of organization shall set forth:
1. The name of the limited l iability company;
2. The term of the existence of the limited liability c ompany
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 reg istered
agent which shall be identical to its registered office in this
state.
B. If the limited liab ility company is to establish two or more
series of members, managers or membership interests having separat e
rights, powers or duties as provided under S ection 2054.4 of this
title or Section 14 of this act 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 matt ers
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 Section 2000 et seq. of this title .
SECTION 4. AMENDATORY 18 O.S. 2021, Section 2006, is
amended to read as follows:
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Section 2006. A. Articles required by this act Section 2000 et
seq. of this title 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 b y at least one
person who need not be a member of the limited liability company;
and
2. Articles of amendment, registered series, merger,
consolidation, conversion, division, 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 the Oklahoma
Limited Liability Company 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 a uthorized
by this act the Oklahoma Limited Liability Company Act may be a
facsimile signature, a conformed signature or an electronically
transmitted signature.
SECTION 5. AMENDATORY 18 O.S. 2021, Section 200 8, is
amended to read as follows:
Section 2008. A. The name of each limited liability company as
set forth in its articles of organization :
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1. Shall 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.
B. The name of each registered series as set forth in its
articles of registered series shall set forth the n ame of the
limited liability company including any word, ab breviation, or
designation required by s ubsection A of this section, and the name
of the registered ser ies.
C. The name of the limited liability company or regis tered
series may not be the same as or indistinguishable from:
(1) names
1. Names upon the records in the Office of the Secretary of
State of limited liability companies, whether organized pursua nt to
the laws of this state or licensed or registered as f oreign limited
liability companies, then in good standing or registered or which
were in good standing or registered at any time durin g the preceding
three (3) years, or
(2) names;
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
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state then existing or which existed at any time during the
preceding three (3) years, or
(3) names;
3. Names upon the records in the O ffice of the Secretar y 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 an y time during the pre ceding three
(3) years, or
(4) trade;
4. Names upon the records in th e Office of the Secretary of
State of registered series, whether formed under the laws of this
state or registered as foreign registered series, then in good
standing or registered or w hich were in good standing or registered
at any time during the precedi ng three (3) years; or
5. Trade names, fictitious names, or other names reserved with
the Secretary of State.
b. D. The provisions of subparagraph a subsection C of this
paragraph section shall not apply if one of the following is filed
with the Secretary of State:
(1) the
1. The written consent of the other limited liability company,
registered series, corporation, limited partnership, or holder of
the trade name, fictitious name or other r eserved name to use the
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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 o r letters to make the
name distinguishable shall not be required where such written
consent states that t he consenting entity is about to change its
name, cease to do business, withdraw from the state or be wound u p,;
or
(2) a
2. A certified copy of a fi nal 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.
SECTION 6. AMENDATORY 18 O.S. 2021 , Section 2010, is
amended to read as follows:
Section 2010. A. Every domestic limited liability company and
registered series shall continuously maintain in this sta te:
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
liability company or registered series that may be the domestic
limited liability compa ny or registered series itself, an individual
resident of this state or a domestic or qualified foreign
corporation, limited liability company or general or limited
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partnership including a limit ed liability partnership or a limited
liability limited partne rship. Each registered agent shall maintain
a business office id entical 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.
B. 1. A limited liabil ity company or registered series may
designate or change its registered agent, re gistered office or
principal office by filing with the Office of th e Secretary of State
a statement authorizing the designation or change and signed by any
manager.
2. A limited liability company or registered series may change
the street address of its r egistered office by filing with the
Office of the Secretary of State a s tatement of the change signed by
any manager.
3. A designation or change of a principal office or regi stered
agent or street address of the registered office for a limited
liability company or registered series under this subsection is
effective when the Office of the Secretary of State file s the
statement, unless a later effectiv e date or time, which shall be a
specified date or time not later than a time on the ninetieth day
after the filing, is provided in the statement.
C. 1. A registered agent who c hanges its, his or her name or
street address in the state may notify the Office of the Se cretary
of State of the change by filing with the Office of the Secretary of
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State a statement of the change signed by the agent or on the
agent’s behalf.
2. The statement shall include:
a. the name of the limited liability company or
registered series for which the change is effective,
b. the new name or street address, or both, of the
registered agent, and
c. the date on which the change is effective, if to be
effective after the filing date.
3. If the new address of the registered agent is the same as
the new address of the principal office of the limited liability
company or registered series , the statement may include a change of
address of the principal office i f:
a. the registered agent notifies the l imited liability
company or registered series of the change in writing,
and
b. the statement recites that the registered agent has
done so.
4. The change of address of the registered agent or principal
office is effective when the Office of the Secretary of State files
the statement, unless a later effective date or time, which shall be
a specified date or time not later than a time on the ninetieth day
after the filing, is provided in the statement.
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D. 1. A registered agent may resign by filing with the Office
of the Secretary of State a copy of the resignation, s igned and
acknowledged by the registered agent, which contains a sta tement
that notice of the resignation was given to the limited liability
company or registered series at least thirty (30) day s before the
filing of the resignation by mailing or delivering the notice to the
limited liability company or registered series at its address last
known to the registered agent and specifying the address therein.
2. The resignation is effective thirty ( 30) days after it is
filed, unless a later effective date or t ime, which shall be a
specified date or time not later than a time on the ninetieth day
after the filing, is provided in the resignation.
3. If a domestic limited liability company or registered series
fails to obtain and designate a new registered agent before the
resignation is effective, the Secretary of State shall be deemed to
be the registered agent of the limited liability com pany or
registered series until a new registered agent is desig nated.
E. If a limited liability company or registered series has no
registered agent or the registered agent cannot be found, then
service of process on the limited liability company or registered
series may be made by serving the Secretary of State as i ts agent as
provided in Section 2004 of Title 12 of the Oklaho ma Statutes.
SECTION 7. AMENDATORY 18 O.S. 2021, Section 2012, is
amended to read as follows:
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Section 2012. 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 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. Articles of correction shall set fort h:
1. The title of the document being c orrected;
2. The date that the document being corrected was filed; and
3. The provision in the document as previously file d and as
corrected and, if execution of the document was defective, the
manner in which it w as defective.
C. Articles of correction may not make any othe r change or
amendment which would not have complied in all respects w ith the
requirements of this act the Oklahoma Limited Liabilit y Company Act
at the time the document being corrected was filed.
D. Articles of correction shall be exec uted 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 it s
filing, except that any right or liabi lity accrued or incurred by
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reason of the error or defect being corrected shall be extinguishe d
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 fil ed
with the Secretary of State pursuant to the provisions of this act
the Oklahoma Limited Liability Company A ct is, when filed
inaccurately, defectively, or erroneous ly 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.
G. In lieu of filing articles of correction, a document may be
corrected by filing with the Secretary of Stat e a corrected document
which shall be executed and filed as if the corrected document were
the document being corrected, and a fee equal to the fee payable to
the Secretary of State for articles of correction as prescribed by
Section 2055 of this title shall be paid to the Secretary of State.
The corrected document shall be specifically designated as such in
its heading, shall specify the inaccuracy or defect to be corrected ,
and shall set forth the entire document in corrected form. A
document corrected in accordance with this section shall be
effective as of the date the original document was filed, except as
to those persons who are substantially and adversely affected by the
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correction and as to those persons the document as corrected shall
be effective from the filing date.
SECTION 8. AMENDATORY 18 O.S. 2021, Section 2012.1, is
amended to read as follows:
Section 2012.1.
CANCELLATION OF ARTICLES OF ORGANIZATION
A. The articles of organization or registered series shall be
canceled upon:
1. Upon the dissolution and the completion of winding up of a
limited liability company, or as or registered series;
2. As provided in subsection B of this section , or upon;
3. Upon the filing of a certificate of merger or consolidation
if the domestic limited liability company or registered series is
not the surviving or resulting entity in a merger or consolidation ,
or upon;
4. Upon the conversion of a domestic limited liability company
approved in accordance with Section 2054.2 o f this title;
5. Upon the filing of articles of division if the limited
liability company is a dividing company that is not a surviving
company; or
6. Upon the future effective date or time of the articles of
division if the limi ted liability company is a dividing co mpany that
is not a surviving company.
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B. The articles of organization of a domestic limited liability
company or articles of registered series of a registered series
shall be deemed to be canceled if the domestic lim ited liability
company or registered series 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
or registered series whose articles of r egistered series have been
canceled under subsection B of this s ection may apply for
reinstatement under subsection G A of Section 2055.2 2055.3 of this
title.
SECTION 9. AMENDATORY 18 O.S. 2021, Section 2012.2, is
amended to read as foll ows:
Section 2012.2.
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 li ability company;
2. The rights and duties under the Oklahoma Limited Liability
Company Act of a person in the capacity of manager;
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3. The activities of the company and the conduct of those
activities; and
4. The means and conditions for amending the ope rating
agreement.
If the operating agreement does not otherwis e provide, the
Oklahoma Limited Liability Company Act governs the matter. The
operating agreement may not vary the rights, privileges, duti es and
obligations imposed specifically under the Oklahoma Limited
Liability Company Act.
B. A limited liability co mpany, including any protected series
or registered series thereof, is bound by its operating agreement
regardless of whether it executes th e operating agreement. A member
or manager of a limited liability compa ny, or any protected series
or registered series ther eof, 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 limit ed liability company having
only one member is not unenforceable because th ere 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 governe d by the
operating agreement. Subject only to any court order to effectuat e
a charging order, an amendment to the operating agreement made after
a person becomes an assignee or dissoc iated member is effective with
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regard to any debt, obligation, or other liability of the limited
liability company or its members to the assignee o r dissociated
member.
E. If an operating agreement does not provide for the manner in
which it may be amende d, the operating agreement may be amended with
the approval of members h olding a majority of the mem bership
interest entitled to vote.
SECTION 10. AMENDATORY 18 O.S. 2021, Section 2054.1, is
amended to read as follows:
Section 2054.1.
CONVERSION OF AN ENTITY TO A LIMITED LIABILITY COMPANY
A. As used in this section, the term “entity” means a foreign
limited liability company, a do mestic or foreign public benefit
limited liability company, a domestic or foreign corporation, a
domestic or foreign partnership whether general or limited, and
including a limited liability partnership and a limit ed liability
limited partnership, and any domestic or foreign unincorporated
nonprofit or for-profit association, trust or enterprise having
members or having outstanding shares of stock or other evidences of
financial, beneficial or membership interest th erein, whether formed
by agreement or unde r statutory authority or otherwise.
B. Any entity may convert to a domestic limited liability
company, including a protected or regis tered series of a limited
liability company, by complying with subsection H of t his section
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and filing with the Secretary of State in accordance with Section
2007 of this title the statutes applicable to the converting enti ty
articles of conversion to a limited liability company that have been
executed in accordance with Section 2006 of this title the statutes
applicable to the converting entity, to which shall be attached
articles of organization that comply with Sections 200 5 and 2008 of
this title and have been ex ecuted by one or more authorized per sons
in accordance with Se ction 2006 of this title.
C. The articles of conversion to a limited liability company
shall state:
1. The date on which the entity was first formed;
2. The name, jurisdiction of formation of the entity, and type
of entity when formed and, if changed, i ts name, jurisdiction and
type of entity immediately before filing of the articles of
conversion to limited liability company;
3. The name of the limite d liability company as set forth in
its articles of organization filed in acc ordance with subsection B
of this section; and
4. The future effective date or time of the conversion to a
limited liability company, which shall be a date or time certain not
later than ninety (90) days after the filin g, if it is not to be
effective upon the filing of the article s of conversion to a limited
liability company and the articles of organization.
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D. Upon the effective date or time of the articles of
conversion to limited liability company and the articles o f
organization, the entity shall be converted to a domestic li mited
liability company and the limited liability company shall thereafter
be subject to all of the provisions of the Oklahoma Limited
Liability Company Act, except that notwithstanding Section 2004 of
this title, the existence of the limited liability com pany shall be
deemed to have commenced o n the date the entity was formed.
E. The conversion of any entity into a domestic limited
liability company shal l not be deemed to affect any obligations or
liabilities of the entity incurr ed before its conversion t o a
domestic limited liability company o r the personal liability of any
person incurred before the conversion.
F. When an entity has converted to a dome stic limited liability
company under this section, the domestic limited liabi lity company
shall be deemed to be the same entity as the converti ng entity. All
of the rights, privileges and powers of the entity that has
converted, and all property, real, pe rsonal and mixed, and all debts
due to the entity, as well as all other thing s and causes of action
belonging to the entity, shall remain veste d in the domestic limited
liability company and shall be the property of the domestic limited
liability company, and the title to any real property vested by deed
or otherwise in the entity shall not revert or be in any way
impaired by reason of the conver sion, but all rights of creditors
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and all liens upon any property of the entity shall be preserved
unimpaired, and all debts, liabilities and duties of th e entity that
has converted shall re main attached to the domes tic limited
liability company and may be enforced against it to the same extent
as if the debts, liabilities and duties had been incurred or
contracted by it in its capacity as a domestic limite d liability
company. The rights, pr ivileges, powers and inter ests in property
of the entity, as well as the debts, liabilities and duties of the
entity, shall not be deemed, as a consequence of the conversion, to
have been transferred to the domestic limi ted liability company to
which the entity has converted for an y purpose of the laws of this
state.
G. Unless otherwise agreed or otherwise provided by any laws of
this state applicable to the converting entity, the converting
entity shall not be required to wind up its affairs or pay its
liabilities and distribute i ts assets, and the conversion shall not
be deemed to constitute a dissolution of the entity and shall
constitute a continuation of the existence of the c onverting entity
in the form of a domesti c limited liability company.
H. Before filing the articles of conversion to a domestic
limited liability company with the Office of the Secretary of State,
the conversion shall be approved in the manner provided fo r by the
document, instrument, agreement or other writing, as the case may
be, governing the internal a ffairs of the entity and the conduct of
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its business or by applicable law, as appropriate, and articles of
organization shall be approved by the same aut horization required to
approve the conversion.
I. In a conversion of an enti ty to a domestic limited l iability
company under this section, rig hts or securities of or memberships
or membership, economic or ownership interests in the entity that is
to be converted to a domestic limited liability c ompany may be
exchanged for or conve rted into cash, property, or rights or
securities of or interests in the domestic limited liability company
or, in addition to or in lieu thereof, may be exchanged for or
converted into cash, property or rights or securi ties of or
memberships or membership , economic or ownership in terests in
another domestic limited liab ility company or other entity.
J. The provisions of this section shall not be construed to
limit the accomplishm ent of a change in the law governing, or the
domicile of, an entity to this s tate by any other means pr ovided for
in an operating agreement or other agreement or as otherwise
permitted by law including by the amendment of an operating
agreement or other ag reement.
K. Nothing in this section shal l be deemed to authorize the
conversion of a charitable entity into a domestic limited liability
company, if the charitable status of such entity would thereby be
lost or impaired.
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SECTION 11. AMENDATORY 18 O.S. 2021, Section 2054.2, is
amended to read as follows:
Section 2054.2.
CONVERSION OF A LIMITED LIABIL ITY COMPANY TO AN ENTITY
A. A domestic limited liability company may convert to an
entity upon the authorization of such conversion in accordance with
this section. As used in this section, the term “entity” means a
domestic or foreign protected or registered series of a limited
liability company, a foreign limited liability company, a domestic
or foreign public benefit limited liabilit y company, a domestic or
foreign corporation including a public benefit co rporation, a
domestic or foreign partnership whether general or limit ed, and
including a limited liability partnership and a limited liability
limited partnership, and any domestic or foreign unincorporated
nonprofit or for-profit association, trust or enterprise having
members or having outstanding shares of stock or other evidences of
financial, beneficial or membership interest therein, whether formed
by agreement or under statutory authority or otherwise.
B. If the operating agreement specifies the manner of
authorizing a conversion of the limited liability company, the
conversion shall be authorized as specified in the operating
agreement.
C. If the operating agreemen t does not specify the manner of
authorizing a convers ion of the limited liability company and does
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not prohibit a conversion of the limited liability com pany, the
conversion shall be authorized in the same manner as is specified in
the operating agreement for authorizing a merger or consolidation
that involves the limited liability company as a constituent party
to a merger or consolidation.
D. If the operating agreement does not specify the manner of
authorizing a conversion of the limited liability comp any or a
merger or consolidation that involves the lim ited liability company
as a constituent party and does not prohibit a conversion of the
limited liability company, the conversion shall be authorized by the
approval of a majority of the membership inte rest or, if there is
more than one class or group of m embers, then by a majority of the
membership interest in each class or group of members.
Notwithstanding the foregoing, in addition to any other
authorization required by this section, if the entity in to which the
limited liability company is to convert d oes not afford all of its
interest holders protection against personal liability for the debts
of the entity, the conversion must be authorized by any and all
members who would be exposed to personal li ability.
E. Unless otherwise agreed, the conversion o f a domestic
limited liability company to another entity pursuant to this section
shall not require the limited liability company to wind up its
affairs or pay its liabilities and distribute its assets, and the
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conversion shall not constitute a dissolution of the limited
liability company.
F. In a conversion of a domestic limited liability company to
an entity under this section, rights or securities of or interests
in the domestic limited liability com pany which are to be converted
may be exchanged for or converted into cash, property, rights or
securities of or memberships or membership, economic or ow nership
interests in the entity to which the domestic limited liability
company is being converted or, in addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or
securities of or memberships or membership, economic or ownership
interests in another entity or may be canceled.
G. If the governing act of a domestic en tity to which the
limited liability company is convert ing does not provide for the
filing of a conversion notice with the Secretary of State or the
limited liability company is converting to a foreign entity,
articles of conversion executed in accordance w ith Section 2006 of
this title, shall be filed in the Office of the Secretary of State
in accordance with Section 2007 of this title. The articles of
conversion shall state:
1. The name of the limited liability company and, if it has
been changed, the na me under which its articles of organization were
originally filed;
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2. The date of filing of its original articles of organization
with the Secretary of S tate;
3. The name and type of entity to which the limited liability
company is converting and its jur isdiction of formation, if a
foreign entity;
4. The future effective date or time of the conversion, which
shall be a date or time certain not later than ninety (90) days
after the filing, if it is not to be effective upon the filing of
the articles of conversion;
5. That the conversion has been approved in accordance with
this section;
6. The agreement of the foreign entity that it may be served
with process in this state in any action, suit or proceeding for
enforcement of any obligation of the foreign entity arising while it
was a domestic limited liabil ity company, and that it irrevocably
appoints the Secretary of State as its agent to accept service of
process in any such action, suit or proceeding, and its street
address to which a copy of the proce ss shall be mailed to it by the
Secretary of State; an d
7. If the domestic entity to which the domestic limited
liability company is converting was requi red to make a filing with
the Secretary of State as a condition of its formation, the type and
date of such filing.
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H. Upon the filing of a conversion noti ce with the Secretary of
State, whether under subsection G of this section or under the
governing act of the domestic entity to which the limited liability
company is converting, the filing of any forma tion document required
by the governing act of the dom estic entity to which the limited
liability company is converting, and payment to the Secretary of
State of all prescribed fees, the Secretary of State shall certify
that the limited liability company h as filed all documents and paid
all required fees, and thereupon the domestic limited liability
company shall cease to exist as a limited liability compan y of this
state. The Secretary of State’s certificate shall be prima facie
evidence of the conversion by the domestic limited liability
company.
I. The conversion of a domestic limited liability company to an
entity under this section and the resulting c essation of its
existence as a domestic limited liability company shall not be
deemed to affect any ob ligations or liabilities of the limited
liability company incurred before the conversion or the personal
liability of any person incurred before the conve rsion, nor shall it
be deemed to affect the choice of law applicable to the limited
liability company with respect to matters arising before the
conversion.
J. When a domestic limited liability company has converted to
an entity under this section, the en tity shall be deemed to be the
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same entity as the limited liability company. All of the rights,
privileges and powers of the domestic limited liability com pany that
has converted, and all property, real, personal and mixed, and all
debts due to the limite d liability company, as well as all other
things and causes of action belonging to the limited liabili ty
company, shall remain vested in the entity to which the domestic
limited liability company has converted and shall be the property of
the entity, and the title to any real property vested by deed or
otherwise in the domestic limited liability company sh all not revert
or be in any way impaired by reason of the conversion; but all
rights of creditors and all liens upon any property of the limited
liability company shall be preserved unimpaired, and all debts,
liabilities and duties of the limited liability company that has
converted shall remain attached to t he entity to which the domestic
limited liability company has converted, and may be enforced against
it to the same extent as if the debts, liabilities and duties had
originally been incurred or contrac ted by it in its capacity as the
entity. The rights, privileges, powers and interests in property of
the domestic limited liability company that has conv erted, as well
as the debts, liabilities and duties of the limited liability
company, shall not be dee med, as a consequence of the conversion, to
have been transferred to the entity to which the limited liability
company has converted for any purpose of th e laws of this state.
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K. Nothing in this section shall be deemed to authorize the
conversion of a charitable domestic limited liability company into
another entity, if the charitable status of such domestic limited
liability company would thereby be lost or impaired.
SECTION 12. AMENDATORY 18 O.S. 2021, Section 2054.3, is
amended to read as follows:
Section 2054.3. An operating agreement or other agreement may
provide that contractual appraisal rights with respect to a
membership interest o r another interest in a limited liability
company shall be available for any class or group of members or
membership interests in connection with any amendment of an
operating agreement, any merger or consolidation to which the
limited liability company is a constituent party, any conversion of
the limited liability company to another business entity, any
conversion of a protected series to a registered series or a
registered series to a protected series, any di vision of the limited
liability company, any plan of division, any transfer to or
domestication in any jurisdiction by the lim ited liability company,
or the sale of all or substantially all of the limited liability
company’s assets. The district court shall have jurisdiction to
hear and determine any matter relating to any such contractual
appraisal rights.
SECTION 13. AMENDATORY 18 O.S. 2021, Section 2054.4, is
amended to read as follows:
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Section 2054.4.
SERIES OF MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS HAVING SEPARATE
RIGHTS - PERSONAL OBLIGATION OF MEMBER OR MANAGER
A. An operating agreement may establish or provide for the
establishment of one o r more designated series of members, managers ,
membership interests or assets. Any such series may have sep arate
rights, powers or duties with respect to specified property or
obligations of the limited liability company or profi ts and losses
associated with specified property or obligations, and any such
series may have a sepa rate business purpose or investmen t objective.
No provision of subsection B of this section or Section 14 of this
act shall be construed to limit the application of the principle of
freedom of contract to a series that is not a protected or
registered series. Other than under Sections 15 , 16, and 17 of this
act, a series may not merge, consolidate, or convert under any
section of this title or any other statute of this state.
B. A series established in accor dance with this subsection is a
protected series. Notwithstanding anything to th e contrary set
forth in the Oklahoma Limited Liability Company Act or under other
applicable law, if an operating agreemen t establishes or provides
for the establishment of one or more series, and if to the extent
the records maintained for any such series account for the assets
associated with such series separately from the other assets of the
limited liability company, or any other series thereof, and if the
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operating agreement so provides, and if notice of the limitatio n on
liabilities of a series as referenced in this subsection is set
forth in the articles of organization of the limited liability
company, then the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect t o a
particular such series shall be enforceable against the assets of
such series only, and not against the assets of the limited
liability company generally or any other series ther eof, and, unless
otherwise provided in the operating agreement, none of th e debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the limited liability company
generally or any other series thereof shal l be enforceable against
the assets of the series. Neither the provisions of this subsection
nor any provision pursuant thereto in an operating agreement or
articles of organization shall (i) restrict a protected series or
limited liability company on beh alf of a protected series from
agreeing in the operating agreement or othe rwise that any or all of
the debts, liabilities, obligations, and expenses incurred,
contracted for, or otherwise existing with resp ect to the limited
liability company generally or an y other series thereof shall be
enforceable against the assets of such pro tected series; or (ii)
restrict a limited liability company from agreeing in the operati ng
agreement or otherwise that any or all of th e debts, liabilities,
obligations, and expenses incurred, contracted for, or otherwise
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existing with respect to a protected series shall be enforceable
against the assets of the limited liability company general ly.
Assets associated with a protected series may be held directly or
indirectly, including i n the name of such series, in the name of the
limited liability company , through a nominee or otherwise. Re cords
maintained for a protected series that reasonabl y identify its
assets, including by specific li sting, category, type, quantity,
computational or allocational formula or pr ocedure, including a
percentage or share of a ny asset or assets, or by any other method
where the identity of such assets is objectiv ely determinable, will
be deemed to account for the assets associated with such series
separately from the other assets of the limited liability company,
or any other series thereof. Notice in articles of organization of
the limitation on liabilities of a protected series as referenced in
this subsection shall be sufficient for all purposes regardless of
whether the limited liability c ompany has established any protected
series when the notice is included in the articles of organization,
and there shall be no requirement that any specific protected series
of the limited liability company be referen ced in the notice or that
the notice use the term “protected”. The fact that articles of
organization containing the foregoing notice of the limitation on
liabilities of a protected series are on file in the office Office
of the Secretary of State shall constitu te notice of the limitation
on liabilities of a protected series. As used in this act, a
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reference to assets of a protected series includes assets associate d
with such series, and a reference to assets assoc iated with a
protected series includes assets o f such series. A reference to
members or managers of a protected series incl udes members or
managers associated with such series, and a reference to members or
managers associated with a protected series include s members or
managers of such series. The following shall apply to a protected
series:
C. 1. A protected series established in accordance with
subsection B of this section may carry on any lawful busi ness,
purpose or activity, regardless of whether or not for profit, with
the exception of the busines s of a domestic insurer that a limited
liability company may conduct in th is state. Unless otherwise
provided in the an operating agreement, a protected series
established in accordanc e with subsection B of this section shall
have the power and cap acity to, in its own name, contract, hold
title to assets, including real, personal and intangible property,
grant liens and security interests, and sue and be sued.;
D. 2. Except as otherwis e provided by this act, no member or
manager of a protected series shal l be obligated personally for any
debt, obligation, or liability of such se ries, whether arising in
contract, tort, or otherwise, solely by reason of being a member or
acting as manager of such series. Notwithstanding Section 2022 of
this title paragraph, under an operating agreement or under anot her
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agreement, a member or manage r may agree to be obligated person ally
for any or all of the debts, obligations and liabilities of one or
more protected series.;
E. 3. An operating agreement may provide for classe s or groups
of members or managers associated with a protected series having
such relative rights, powers an d duties as the operating agreement
may provide, and may make provision for t he future creation in th e
manner provided in the operating agreement of additional classes or
groups of members or managers associated w ith the series having such
relative rights, powers and duties as may from time to time b e
established, including rights, powers and duties senio r to existing
classes and groups of members or managers associated with the
series. 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 o r class or group of
members or managers, includ ing an action to create under the
provisions of the operating agr eement a class or group of the a
protected series of membership interests that was not p reviously
outstanding. An opera ting agreement may provi de that any member or
class or group of members associated with a protected series shall
have no voting rights.;
F. 4. An operating agreement may grant to all or certain
identified members or manager s or a specified class or group of the
members or managers associated with a protected series the right to
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vote separately or with all or any class or g roup of the members or
managers associated with the series, on any matter. Voting by
members or managers associated with a protected series may be on a
per capita, number, financial interest, class, group o r any other
basis.;
G. 5. Unless otherwise provided in an oper ating agreement, the
management of a protected series shall be vested in the members
associated with the series in proport ion to their membership
interest, with the decision of members owning a majority of the
membership interest controlling; provided, however, that if an
operating agreement provides for the management of the a protected
series, in whole or in part, by a mana ger, the management of the
series, to the extent so provided, shall be vested in the manager
who shall be chosen in the manner provided in the op erating
agreement. The manager of the a protected series shall also hold
the offices and have the responsibili ties accorded to the man ager as
set forth in an operating agreement. A protected series may have
more than one manager. Subjec t to paragraph 3 of Section 2014 of
this title, a manager shall cease to be a manager with respe ct to a
protected series as provided in an operating agr eement. Except as
otherwise provided in an ope rating agreement, any event under this
chapter or in an operating a greement that causes a manager to cease
to be a manager with respect to a protected series shall not, in
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itself, cause the manager to cease to be a manager of the limited
liability company or with respect to any other series thereof .;
H. 6. Subject to subsections I and L paragraphs 7 and 10 of
this section subsection, and unless otherwise provided in an
operating agreement, at the time a member associated with a series
that has been establi shed in accordance with subsection B of this
section of a protected series becomes entitled to receive a
distribution with respect to the series, the member has the status
of, and is entitled to all remedies available to, a creditor of the
series, with respect to the distribution. An operating agreement
may provide for the esta blishment of a record date with re spect to
allocations and distributions with respect to a protected series.;
I. 7. Notwithstanding Section 2040 of this title, a limited
liability company may make a distribution with respect to a
protected series that has been established in accordance wi th
subsection B of this section. A limited liability company shall not
make a distribution with res pect to a protected series that has been
established in accordance with subsection B of this section to a
member to the extent that at the time of the distr ibution, after
giving effect to the distribut ion, all liabilities of the series,
other than liabiliti es to members on account of their membership
interests with respect to the series and liabilities for which the
recourse of creditors is limited to specifi ed property of the
series, exceed the fair va lue of the assets associated with the
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series, except that the fair value of property of the series that is
subject to a liability for which the recourse of creditors is
limited shall be included in the assets as sociated with the series
only to the extent t hat the fair value of that property exceeds that
liability. For purposes of the immediately preceding sentence, the
term “distribution” shall not include amounts constituting
reasonable compensation for present or past services or reasonable
payments made in the ordinary course of business pursuant to a bona
fide retirement plan or other benefits program. A member who
receives a distribution in violation of this subsection paragraph,
and who knew or should have kno wn at the time of the distribution
that the distribution violated this subsection paragraph, shall be
liable to a the protected series for the amount of the distribution.
A member who receive s a distribution in violation of this subsection
paragraph, and who did not know and had no reason to know at the
time of the distribution that t he distribution violated this
subsection paragraph, shall not be liable for the amount of the
distribution. Subject to subsection C of Section 2040 of this
title, which shall apply to any distribution made with respect to a
protected series under this subsection paragraph, this subsection
paragraph shall not affect any obligation or liability of a member
under an agreement or other applicable law for the amount o f a
distribution.;
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J. 8. Unless otherwise provided in the operating agreement, a
member shall cease to be associated with a protected series and to
have the power to exercise any rights or powers of a member with
respect to the series upon the assignment of all of the member’s
capital interest with respect to the series. Except as otherwise
provided in an operating agr eement, any event under this c hapter or
an operating agreement that causes a member to cease to be
associated with a protected series shall not, in itsel f, cause the
member to cease to be associated with any other series or terminate
the continued membersh ip of a member in the limited liability
company or cause the termination of the protected series, regardless
of whether the member was the last remaining member associated with
the series.;
K. 9. Subject to Section 2037 of this title, except to the
extent otherwise provided in the ope rating agreement, a protected
series may be terminated and its affairs wound up without causing
the dissolution of the limited liability company. The termination
of a protected series established in accordance with subsection B of
this section shall not affect the limitation on liabilities of the
series provided by subsection B of this section. A protected series
is terminated and its affairs shall be wound up upon the dissolution
of the limited liability company under Sectio n 2037 of this title or
otherwise upon the first to oc cur of the following:
1. At
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a. at the time specified in the operating agreement ;,
2. Upon
b. upon the happening of events specified in the
operating agreement;,
3. Unless
c. unless otherwise provided in the operating agreement,
upon the affirmative vote or written consent of the
members of the limited liability company associate d
with the series or, if there is more than one class or
group of members associated with the series, then by
each class or group of members associated w ith the
series, in either case, by members associated with the
series who own more than two -thirds (2/3) of the then-
current membership interest owned by all of the
members associated with the series or by the members
in each class or group of the series, as appropriate;,
or
4. The
d. the termination of the series under subsection M
paragraph 11 of this section. subsection;
L. 10. Unless otherwise provided in the op erating agreement, a
manager associated with a protected series who has not wrongfully
terminated the series or, if none, the members associated with the
series or a person approved by the members associated with th e
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series or, if there is more than one class or group of members
associated with the series, then by each class or group of members
associated with the series, in either case, by a majority of the
membership interest owned by all of the members associated with the
series or by the members in each class or group associated with the
series, as appropriate, may wind up the affairs of the series; but,
if the series has been established in accordance with s ubsection B
of this section, the district court, upon ca use shown, may wind up
the affairs of the a protected series upon application of any mem ber
or manager associated with the series, o r the member’s personal
representative or assignee, and in connectio n therewith, may appoint
a liquidating trustee. The per sons winding up the affairs of a
protected series may, in the name of the limited liability compan y
and for and on behalf of the lim ited liability company and the
series, take all actions with respect to the series as are permitted
under subsection A of Se ction 2039 of this title. The persons
winding up the affairs of a protected series shall provide for t he
claims and obligations of the series and distri bute the assets of
the series as provided in Se ction 2040 of this title, which section
shall apply to the winding up and distribution of assets of a
protected series. Actions taken in accordance with this subsection
shall not affect the liability of membe rs and shall not impose
liability on a liquidating trustee.;
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M. 11. On application by or for a member or manager associated
with a protected series established in accordance with subsec tion B
of this section, the district court may de cree termination of the
series whenever it is not rea sonably practicable to carry on the
business of the series in conformit y with an operating agreement;
and
12. For all purposes of the laws of this state, a pro tected
series is an association, regardless of the number of mem bers or
managers, if any, of such series. An operating agreement does not
need to use the term “protected” when referencing series or to refer
to this section.
N. C. If a foreign limited liability company that is
registering to do business in this state in accordance with Section
2043 of this title i s governed by an operating agreement that
establishes or provides for the establishment of design ated series
of members, managers, membership interests or asse ts having separate
rights, powers or duties with r espect to specified property or
obligations of the foreign limited liability company or profits and
losses associated with specified property or obligations, that fact
shall be so stated on the application for registration as a foreign
limited liability co mpany. In addition, the foreign limited
liability company shall state on the application whether the d ebts,
liabilities and obligations incurre d, contracted for or otherwise
existing with respect to a part icular series, if any, shall be
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enforceable against the assets of the series only, and not agains t
the assets of the foreign limited liability company ge nerally or any
other series thereof, and whether any of the debts, liabilities,
obligations and expense s incurred, contracted for or otherwise
existing with respect to the foreign limited liability co mpany
generally or any other series thereof shall be enf orceable against
the assets of the series .
SECTION 14. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2054.5 of Title 18, unless there
is created a duplication in numbering, reads as follows:
REGISTERED SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR
ASSETS
A. If an operating agreement provides for the establishment or
formation of one or more series, then a registered series may be
formed by complying with this section. An operating agreement does
not need to use the term “registered” when referencing series or to
refer to this section, and a reference in an operating agreemen t for
a registered series, including a registered series resulting from
the conversion of a protec ted series to a registered series, may
continue to refer to Sec tion 2054.4 of Title 18 of the Oklahoma
Statutes, which reference is deemed a reference to this section with
respect to the registered series. A registered seri es is formed by
the filing of articles of regist ered series in the Office of the
Secretary of State.
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B. Notice of the limitation on liabilities of a registe red
series as referenced in subse ction C of this section shall be set
forth in the articles of organization of the limited liability
company. Notice in articles of organization of the limitatio n on
liabilities of a registered series as referenced in subse ction C of
this section shall be sufficient for all purposes of this subsection
whether or not the limited liability company has fo rmed any
registered series when the notice is included in the a rticles of
organization, and there shall be no requirement tha t (i) any
specific registered ser ies of the limited liability company be
referenced in the notice, (ii) the notice use the term “registered”
when referencing series or include a reference to thi s section, or
(iii) the articles of organization be amended if it includes a
reference to Section 2054.4 of Title 18 of the Oklahoma Statutes.
Any reference to Section 2054.4 of Title 18 of the Oklahoma S tatutes
in the articles of organization of a limited liability company that
has one or more registered series is deemed a reference to this
section with respect to the registered series. The fact that
articles of organization that contain the foregoing notice of the
limitation on liabilities of a series i s on file in the Office of
the Secretary of State shall consti tute notice of the limitation on
liabilities of a registered series.
C. Notwithstanding anything to the contrary set forth in this
act or under other ap plicable law, to the extent the records
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maintained for a registered series account for the assets assoc iated
with the series separately from the other assets of the limited
liability company, or any ot her series thereof, then the debts,
liabilities, obligations, and expenses incurred, contracted for, or
otherwise existing with respect to the series shall be enforceable
against the assets of the series only, and not against the assets of
the limited liability company generally or any other series thereof,
and, unless otherwise provided in the opera ting agreement, none of
the debts, liabilities, obligations , and expenses incurred,
contracted for, or otherwise existing with respect to the limited
liability company generally or any other series thereof shall be
enforceable against the assets of the series. Neither the
provisions of this subsection nor any provision pursuant thereto in
an operating agreement, articles of organization , or articles of
registered series shall (i) restrict a registered series or limi ted
liability company on behalf of a registered series from agreeing in
the operating agreement or othe rwise that any or all of the debts,
liabilities, obligations , and expenses incurred, contracted for , or
otherwise existing with respect to the limited li ability company
generally or any other series thereof shall be enforceable against
the assets of the registered series; or (ii) restrict a limi ted
liability company from agreeing in the operating agreement or
otherwise that any or all of the debts, liabili ties, obligations,
and expenses incurred, contracted for, or otherwise existing with
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respect to a registered series shall b e enforceable against the
assets of the limited liability company generally. Assets
associated with a registered series may be held directly or
indirectly, including in the name of the series, in the name of the
limited liability compa ny, through a nomine e, or otherwise. Recor ds
maintained for a registered series that reasonably identify its
assets, including by specific listing, cate gory, type, quantity,
computational or allocational formula or procedure including a
percentage or share of any asset or ass ets, or by any other method
where the identity of the assets is objectively determinable , will
be deemed to account for the assets a ssociated with the series
separately from the other assets of the limited liability company,
or any other series thereof. A s used in this act, a reference to
assets of a registered series includes assets associa ted with the
series, a reference to assets a ssociated with a registered series
includes assets of the series, a reference to members or managers of
a registered series includes members or ma nagers associated with the
series, and a reference to members or m anagers associated with a
registered series includes members or managers of the series. The
following shall apply to a registered series:
1. A registered series may c arry on any lawful bus iness,
purpose, or activity, regardless of whether for profit, that a
limited liability company may conduct in this state. Unless
otherwise provided in an operating agreement, a reg istered series
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shall have the power and capacity to, in its own name, contract,
hold title to assets, including real, personal , and intangible
property, grant liens and security intere sts, and sue and be sued;
2. Except as otherwise provided by this act, no member or
manager of a registered series shall be obligate d personally for any
debt, obligation, or liability of the series, whether arising in
contract, tort, or otherwise, solely by reason of being a member or
acting as manager of the series. Notwithsta nding the preceding
sentence, under an operating agreement o r under another agreem ent, a
member or manager may agree to be obligated personally for any or
all of the debts, obligati ons, and liabilities of one or more
registered series;
3. An operating agreement may provide for class es or groups of
members or managers associated with a registered series having the
relative rights, powers , and duties as the operating agreement may
provide, and may make a provision for the future creation, in the
manner provided in the operating agreement, of additional classes or
groups of members or managers a ssociated with the series having the
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 associated with the
series. An operating agre ement may provide for the taking of an
action, including the amend ment of the operating agreement, without
the vote or approval of any member, manager, or class or group of
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members or managers, including an action to create under the
provisions of the ope rating agreement a class or group of a
registered series of membership interests that was not previously
outstanding. An operating agreement may provide that any member or
class or group of members associated with a registered series shall
have no voting rights;
4. An operating agreement may grant to all or certain
identified members or managers or a specified class or group of the
members or managers associated with a regis tered series the right to
vote separately or with all or any class or group of the members or
managers associated with the series, on any matter. V oting by
members or managers associated with a registered series may be on a
per capita, number, financial i nterest, class, group, or any other
basis;
5. Unless otherwise provided in an oper ating agreement, the
management of a registered series shall be vested in the members
associated with the series in proportion to t he then current
percentage or other interes t of members in the profits of the series
owned by all of the members associated w ith the series, the decision
of members owning a majority of the percentage or other interest in
the profits controlling; provided, however, that if an operating
agreement provides for the manag ement of a registered series, in
whole or in part, by a m anager, the management of the series, to the
extent so provided, s hall be vested in the manager who shall be
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chosen in the manner provided in the operating agreement. The
manager of a registered ser ies shall also hold the offices and have
the responsibilities accorded to the manager as set forth in an
operating agreement. A registered series may have more than one
manager. Subject to Sec tion 2014 of Title 18 of the Oklahoma
Statutes, a manager shall cease to be a manager with respec t to a
registered series as provided in an operating agreement. Except as
otherwise provided in an operating agreement, any event under this
act or in an operating agreement that causes a manager to cease to
be a manager with respect to a registered serie s shall not, in
itself, cause the manager to cease to be a manager of the limited
liability company or with respect to any other series thereof;
6. Notwithstanding Section 2029 of Title 18 of the Oklahoma
Statutes, but subject to paragraphs 7 and 10 of this subsection, and
unless otherwise provided in an operating agreement, at the time a
member of a registered series becomes entitled to receive a
distribution with respect to the series, the membe r has the status
of, and is entitled to all remedies availab le to, a creditor of the
series, with respect to the distribution. An operating agreeme nt
may provide for the establishment of a record date with respect to
allocations and distributions with res pect to a registered seri es;
7. Notwithstanding subsection A of Section 2030 of Title 18 of
the Oklahoma Statutes, a limited liability company may make a
distribution with respect to a registered series. A limited
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liability company shall not make a distribution with respect to a
registered series to a member to the extent that at the time of the
distribution, after giving effect to the distribution, all
liabilities of the series, other than liabilities to members on
account of their membership interests with respect to the series and
liabilities for which the recourse of creditors is l imited to
specified property of the series, exceed the fair value of the
assets associated with the series, except that the fair value of
property of the series that is subject to a liability for whi ch the
recourse of creditors is limited shall be included in the assets
associated with the series only to the extent that the fair value of
that property exceeds that liability. For purposes o f the
immediately preceding sent ence, the term “distribution” shall not
include amounts constitut ing reasonable compens ation for present or
past services or reasonable payments made in the ordinary course of
business pursuant to a bona fide retirement plan or other benefits
program. A member who receives a distribution in violation of this
paragraph, and who knew at the time of the distribution that the
distribution violated this paragraph, shall be liable to the
registered series for the amount of the dis tribution. A member who
receives a distribution in violation of this paragraph, and who did
not know at the time of the distribution that the distribution
violated this paragraph, shall not be liable for the amount of the
distribution. Subject to Sectio n 2031 of Title 18 of the Oklahoma
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Statutes, which shall apply to any distribution made with r espect to
a registered series under this paragraph, this paragraph shall not
affect any obligation or liability of a membe r under an agreement or
other applicable law for the amount of a distrib ution;
8. Unless otherwise provided in the operating agreem ent, a
member shall cease to be associated with a registered series and to
have the power to exercise any rights or powers o f a member with
respect to the series upon the assignment of all of the member’s
membership interest with respect to the series. Ex cept as otherwise
provided in an operating agreement, any event under this act or an
operating agreement that causes a member to cease to be associated
with a registered series shall not, in itsel f, cause the member to
cease to be associated with any other series or terminate t he
continued membership of a member in the limited liability compa ny or
cause the dissolution of the r egistered series, regardless of
whether the member was the last remainin g member associated with the
series;
9. Subject to Section 2037 of Title 18 of the Oklahoma
Statutes, except to the extent otherwise provided in th e operating
agreement, a registered series may be dissolved and its affair s
wound up without causing the dis solution of the limited liability
company. The dissolution of a registered series shall not affect
the limitation on liabilities of the series prov ided by this
subsection. A registered series is dissolved and its affairs shall
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be wound up upon the dissol ution of the limited liability company
under Section 2037 of Title 18 of the Oklahoma Statutes or otherwise
upon the first to occur of the following :
a. at the time specified in the op erating agreement,
b. upon the happening of events specified in the
operating agreement,
c. unless otherwise provided in the operating agreement,
upon the vote or consent of members associated with
the series who own more than two-thirds of the then-
current percentage or other interest in the profits of
the series of the li mited liability company owned by
all of the members associated with the series, or
d. the dissolution of the series under paragraph 11 of
this subsection;
10. Notwithstanding Section 203 9 of Title 18 of the Oklahoma
Statutes, unless otherwise provided in the operating agreement, a
manager associated with a registered series who has not wr ongfully
dissolved the series or, if none, the members associated with the
series or a person approved by the members associated with the
series, in either case, by members who own a majority of the then
current percentage or other interest in the profits of the series
owned by all of the members associated with the series, may wind up
the affairs of the s eries; but the district court, upon cause shown,
may wind up the affairs of a registered series upon ap plication of
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any member or manager associated with the series, or the member ’s
personal representative or assigne e, and in connection therewith,
may appoint a liquidating trustee. The persons winding up the
affairs of a registered series may, in the name of the limited
liability company and for and on behalf of the limited liability
company and the series, take all actions with respect to the series
as are permitted under subsection A of Section 2039 of Title 18 of
the Oklahoma Statutes. The persons windi ng up the affairs of a
registered series shall provide for the claims and obligations of
the series and distribut e the assets of the series as provided i n
Section 2039 of Title 18 of the Oklahoma Statutes, which section
shall apply to the winding up and di stribution of assets of a
registered series. Actio ns taken in accordance with this paragraph
shall not affect the liability of members and shall not imp ose
liability on a liquidating trustee;
11. On application by or for a member or manager associated
with a registered series, the district court may decree dissolution
of the series whenever it is not reasonably pr acticable to carry on
the business of the series in conformity with an operating
agreement; and
12. For all purposes of the laws of th is state, a registered
series is an association, regardless of the number of members or
managers, if any, of the series.
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D. To form a registered series of a limi ted liability company,
articles of registered series must be filed in accordance with this
subsection.
1. The articles of registered series:
a. shall set forth:
(1) the name of the limited liability company ,
(2) the name of the registered series , 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, and
b. may include any other matter that the members of the
registered series determine to include therein.
2. Articles of registered series shall be executed in
accordance with Section 2006 of Title 18 of the Okla homa Statutes
and shall be filed in the Office of the Secretary of State in
accordance with Section 200 7 of Title 18 of the Oklahoma Statutes.
Articles of registered series shall be effective as of the eff ective
time of the filing un less a later effective date or time, which
shall be a date or time certain , is provided for in the articles of
registered series. The articles of registered series are not an
amendment to the articles of organization of the lim ited liability
company. The filing of articles of registered series in the office
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of the Secretary of State shall make it unnecessary to file any
other documents under this act.
3. The articles of registered series are amended by filing
articles of amendment in the Office of the Secretary of State. The
articles of amendment of the articles of registered series shall set
forth:
a. the name of the limited liability company,
b. the name of the registered series, and
c. the amendment to the articles of regis tered series.
4. A manager of a registered series or, if there is no manager,
then any member of a registered series who becomes aware that any
statement in the articles of registered series fi led with respect to
the registered series was false when made, or that any matter
described therein has changed making the articles of registered
series false in any material respect, shall promptly amend the
articles of registered series.
5. The articles of registered series may be amended at any time
for any other proper purpose.
6. Unless otherwise provided in this act or unless a later
effective date or time , which shall be a date or time certain, is
provided for in the articles of amendment of the articles of
registered series, the articles of amendment shall b e effective at
the time of filing with the Secretary of State.
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7. The articles of registered serie s shall be canceled upon the
cancellation of the artic les of organization of the limited
liability company named in the articles of registered series, or
upon the filing of articles of dissolution of the articles of
registered series or upon the future eff ective date or time of the
articles of dissolution of the articles of registered series, or as
provided in subsection B of Section 2012.1 of Title 18 of the
Oklahoma Statutes, or upon the filing of articles of merger or
consolidation of the registered series if the registered series is
not the surviving or re sulting registered series in a merger or
consolidation, or upon the future effective date or time of the
articles of merger or conso lidation of the registered series if the
registered series is not the s urviving or resulting registered
series in a merger o r consolidation, or upon the filing of th e
articles of conversion of the registered series to a protected
series, or upon the future effective date or time of the articles of
conversion of the registered series to a protected series. Articles
of dissolution of the articles of registered series may be filed at
any time, and shall be filed, in the Office of the Secretary of
State to accomplish the cancellation of the articles of registered
series upon the dissolution of a registered series for which the
articles of registered series were filed and completion of the
winding up of the registere d series. Articles of dissolution of the
articles of registered seri es shall set forth:
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a. the name of the limited l iability company,
b. the name of the registered serie s,
c. the date of filing of the articles of registered
series,
d. the future effective date or time, which shall be a
date or time certain, of cancellation if it is not to
be effective upon the filing of the articles of
dissolution, and
e. any other information the person filing the articles
of dissolution of the articles of registered series
determines.
8. Articles of dissolution that are filed in the Office of the
Secretary of State before the diss olution or the completion of
winding up of a registered s eries may be corrected as an erroneously
executed articles of dissolution by fili ng with the Office of the
Secretary of State article s of correction of the articles of
dissolution of the articles of registered series in accordance with
Section 2012 of Title 18 of the Oklahoma Statutes.
9. The Secretary of State shall not issue articles of good
standing with respect to a registered series if its articles of
registered series are canceled or the li mited liability company has
ceased to be in good standing.
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SECTION 15. NEW LAW A new section of law to be codified
in the Oklahoma Statutes a s Section 2054.6 of Title 18, unless there
is created a duplication in numbering, reads as follows:
CONVERSION OF A PROTECTED SERIES TO A REGISTERED SERIES
A. A protected series of a domestic l imited liability company
may convert to a registered series o f the domestic limited liability
company by complying with this section and filing in the Office of
the Secretary of State in accordance with Section 2007 of Title 18
of the Oklahoma Statutes:
1. Articles of conversion of protected series to registered
series that have been ex ecuted in accordance with S ection 2006 of
Title 18 of the Oklahoma S tatutes; and
2. Articles of registered series that comply with subsection D
of Section 14 of this act and have been executed by one or more
authorized persons in acco rdance with Section 20 06 of Title 18 of
the Oklahoma Statutes. Each of the articles required by this
subsection shall be filed simultaneously in the Office of the
Secretary of State and, if the articles are not to become effective
upon their filing as per mitted by subsection C of Section 2007 of
Title 18 of the Oklahoma Statutes, then each of the articles shall
provide for the same effective date or time in accordance with
subsection C of Sectio n 2007 of Title 18 of the Oklahoma S tatutes.
Upon the filing of a certificate of c onversion of protected serie s
to registered series, or upon the future effective date or time of a
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certificate of conversion of prot ected series to registered series,
the protected series with respect to which such fili ng is made is
converted to a register ed series with the effect pr ovided in this
section. An existing series may not become a registered series
other than under this section.
B. If the operating agreement spec ifies the manner of
authorizing a conversion of a protected series of the limited
liability company to a regist ered series of the limited liability
company, the conversion of a protected series to a registered serie s
shall be authorized as specified in the operating agreement. If the
operating agreement does not spe cify the manner of au thorizing a
conversion of a protected series of the limited liability company to
a registered series of the limited liability compan y and does not
prohibit a conversion of a protected series to a registered series,
the conversion shall be authorized by mem bers of the protected
series who own a majority of the then current per centage or other
interest in the profits of the protected ser ies owned by all of the
members of the protected series.
C. Unless otherwise agreed, the conversion of a protected
series of a limited liability compan y to a registered series of the
limited liability company under this section shall not require the
limited liability company or the protected series of the limited
liability company to wind up its affairs un der Section 2039 or
Section 2054.4 of Title 18 of the Oklahoma Statutes or pay its
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liabilities and distribute its assets under Section 2040 or Section
2054.4 of Title 18 of the Oklahoma Statutes, and the conversion of a
protected series of a limited liability company to a registered
series of the limited liability company shall not constitute a
dissolution of the limited liability company or a termination of the
protected series. When a protecte d series of a limited liability
company has converted to a reg istered series of the limited
liability company under this section, for all purposes of the laws
of this state, the registered series is deemed to be the same series
as the converting protected series and the conversion shall
constitute a continuation of t he existence of the protected series
in the form of the registered series.
D. In connection with a conversion of a protected series of a
limited liability company to a registered series of the limited
liability company under this section, rights or securi ties of or
interests in the protected series whic h is to be converted may be
exchanged for or converted into cash, property, rights , or
securities of, or interests in, the registered series into which the
protected series is bei ng converted or, in addition to or in lieu
thereof, may be exchanged for or converted into cash, property,
rights, or securities of, or interests in, any other business
entity, may remain outstanding, or may be canceled.
E. If a protected series shall convert to a registered series
in accordance with this sect ion, articles of conversion of a
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protected series to a registered serie s executed in accordance with
Section 2006 of Title 18 of the Oklahoma Statutes shall be filed in
the Office of the Secretary of State in accordance with Section 2007
of Title 18 of the Oklahoma Statutes. The articles of conversion of
a protected series to a registered series shall state:
1. The name of the limited liability company and, if it has
been changed, the name under which its articles of organizati on were
originally filed;
2. The name of the protected series and, if it has been
changed, the name of the protected series as originally established;
3. The name of the registered series as s et forth in its
articles of registered series filed in accorda nce with subsection A
of this section;
4. The date of filing of the original articles of organizat ion
of the limited liability company with the Secretar y of State;
5. The date on which the pro tected series was established;
6. The future effective date o r time, which shall be a date or
time certain, of the co nversion if it is not to be effective upon
the filing of the articles of conversion of a protected series to a
registered series; and
7. That the conversion has been approved in accordance with
this section.
F. A copy of the articles of conversion of a protected series
to a registered series cert ified by the Secretary of State shall be
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prima facie evidence of the conversion by the protecte d series to a
registered series of the limited liability compa ny.
G. When any conversion shall have become effective under this
section, for all purposes of the laws of this state, all of the
rights, privileges, and powers of the protected series that has
converted, and all property, real, personal, and mixed, and all
debts due to the protected series, as well as all other things and
causes of action belonging to the protected series, shall remain
vested in the registered series to which the protected series has
converted and shall be the property of the registered s eries. The
title to any real property vested by deed o r otherwise in the
protected series shall not revert or be in any way impaired by
reason of this act; but all rights of creditors and all l iens upon
any property of the protected series shall be preserved unimpaired,
and all debts, liabilities, and duties of the protected series that
has converted shall remain attached to the registered series to
which the protected series has converted, and may be enforced
against it to the same extent as if the debts, liabilities, and
duties had originally been incurred or contracted by it in its
capacity as the registered series. The rights, privileges, powers ,
and interests in property of the protected series that has
converted, as well as the debts, liabilities , and duties of the
protected series, shall not be deemed, as a consequence of the
conversion, to have be en transferred to the registered series to
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which the protected series of the limited liability company has
converted for any purpose of the laws of th is state.
H. An operating agreemen t may provide that a protect ed series
of a limited liability company sh all not have the power to convert
to a registered series of the limited liability company as set forth
in this section.
SECTION 16. NEW LAW A new section of law t o be codified
in the Oklahoma Statutes as Section 2054.7 of Title 18, unless there
is created a duplica tion in numbering, reads as follows:
CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES
A. Upon compliance with this section, a registered series of a
domestic limited liabili ty company may convert to a protected series
of the domestic limited liability company. An existing registered
series may not become a protected series other than under this
section.
B. If the operating agreement specifies the manner of
authorizing a conversion of a registered series of the limited
liability company to a protected series of the limited liability
company, the conversion of a registered series to a protected series
shall be authorized as specified in the operating agreement. If the
operating agreement does not specify the manner of authorizing a
conversion of a registered series of the limited liability company
to a protected series of the limited liability company and does not
prohibit a conversion of a registere d series to a protecte d series,
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the conversion shall be authorized by members of the registered
series who own a majority of the then current percentage or other
interest in the profits of the registered series owned by all o f the
members of the registered series.
C. Unless otherwise agreed, the conversion of a register ed
series of a limited liability company to a protected series of the
limited liability company under this section shall not require the
limited liability comp any or the registered series of the limited
liability company to wind up its affairs under Section 2039 of Title
18 of the Oklahoma S tatutes or Section 14 of this act or pay its
liabilities and distribute its assets under Section 2040 of Title 18
of the Oklahoma Statutes or Section 14 of this act, and the
conversion of a registered series of a l imited liability company to
a protected series of the limited liability company shall not
constitute a dissolution of the limited liability company or of the
registered series. When a registered series of a limited liability
company has converted to a protected series of the limited liability
company under this section, for all purposes of the laws of this
state, the protected series is deemed to be the same series a s the
converting registered series and t he conversion shall constitute a
continuation of the existence of the registered series in the form
of the protected series.
D. In connection with a conversion of a registered series of a
limited liability company t o protected series of the limited
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liability company under this section, rights or sec urities of or
interests in the registered series which is to be conv erted may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, the protected series into which the
registered series is being converted or, in additio n to or in lieu
thereof, may be exchanged for or converted into c ash, property,
rights, or securities of, or interests in, any other business
entity, may remain outstanding or may be cancele d.
E. If a registered series shall convert to a protected series
in accordance with this section, articles of conversion of
registered series to protected series executed in accordance with
Section 2006 of Title 18 of the Oklahoma S tatutes shall be filed in
the Office of the Secretary of State in accordance with Section 2007
of Title 18 of the Oklahoma S tatutes. The articles of conversion of
registered series to protected series shall state:
1. The name of the limited liability comp any and, if it has
been changed, the name under which its articles of organization were
originally filed;
2. The date of filing of the original articles of organization
of the limited liability company with the Secretary of State;
3. The name of the regi stered series and, if i t has been
changed, the name under which its articles of registered series were
originally filed;
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4. The date of filing of its or iginal articles of registered
series with the Secretary of State;
5. The future effective date or time , which shall be a date or
time certain, of the conversion if it is not to be effective upon
the filing of the articles of conversion of registered serie s to
protected series; and
6. That the conversion has been approved in accordance with
this section.
F. Upon the filing of a certificate of convers ion of registered
series to protected series, or upon the future effective date or
time of a certificate of conversion of registered series to
protected series, the registered series filing the certificate is
converted to a protected series with the effec t provided in this
section. A copy of the articles of conversion of registered series
to protected series c ertified by the Secretary of State shall be
prima facie evidence of the conversion by the registered series to a
protected series of the limited liability company.
G. When any conversion shall have b ecome effective under this
section, for all purposes of the laws of this state, all of the
rights, privileges, and powers of the regis tered series that has
converted, and all proper ty, real, personal, and mixed, and all
debts due to the registered series, a s well as all other things and
causes of action belongi ng to the registered series, shall remain
vested in the protected series to w hich the registered series has
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converted and shall be the property o f the protected series. The
title to any real pro perty vested by deed or otherwise in the
registered series sh all not revert or be in any way impaired by
reason of this act; but all rights of creditors and all lie ns upon
any property of the registered series shall be preserved unimpaired,
and all debts, liabilities, and duties of the registered series that
has converted shall remain attached to the prote cted series to which
the registered series has converted, and may be enforced against it
to the same extent as if the debts, liabilities, and duties had
originally been incurred or contracted by it in its capacity a s the
protected series. The rights, privileges, powers, and interests in
property of the registered se ries that has converted, as well as the
debts, liabilities, and duties of the registered series, shall not
be deemed, as a consequence of the conversion, to have been
transferred to the protect ed series to which the registered series
of the limited liability company has converted for any p urpose of
the laws of this state.
H. An operating agreement may provide that a registered series
of a limited liabilit y company shall not have the power to convert
to a protected series of the limited liability company as set forth
in this section.
SECTION 17. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2054.8 of Title 18, unless there
is created a duplication in numbering, reads as follows:
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MERGER AND CONSOLIDATIO N OF REGISTERED SERIES
A. Under an agreement of merger or consolidation, one or more
registered series may merge or consolidate with or into one or more
other registered series of the same limi ted liability company with
such registered series as the agree ment shall provide being the
surviving or resulting registered series. Unless otherwise provided
in the operating agreement, an agreement of merger or consolidation
shall be approved by each re gistered series which is to merge or
consolidate by members of the registered series who own a majority
of the then current percentage or other inte rest in the profits o f
the registered series owned by all of the me mbers of the registered
series. In connection with a merger or consolidation hereunder,
rights or securities of, or interests in, a registered series which
is a constituent party to the merger or consolidati on may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, the surviving or resulting
registered series or, i n addition to or in lieu thereo f, may be
exchanged for or converted into cash, proper ty, rights, or
securities of, or interests in, a domestic limited liability company
or other business entity which is not the surviving or resulting
registered series in t he merger or consolidation, may remain
outstanding, or may be canceled. Notwithstanding prior approval, an
agreement of merger or conso lidation may be terminated or amended
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under a provision for such termination or amendment contained in the
agreement of merger or consolidation.
B. If a registered series is merging or consolidating under
this section, the regi stered series surviving or re sulting in or
from the merger or consolidation shall file articles of merger or
consolidation of registered series exec uted by one or more
authorized persons on behalf of the registered series when it is th e
surviving or resulting registered series in the Office of the
Secretary of State. The articles of merger or consolidation of
registered series shall state:
1. The name of each registered series whic h is to merge or
consolidate and the name of the limit ed liability company that
formed the registered series;
2. That an agreement of merger or consolidation ha s been
approved and executed by or on behalf of each registere d series
which is to merge or co nsolidate;
3. The name of the surviving or resulting registered series;
4. Such amendment, if any, to the articles of registered series
of the registered series that is the surviving registered series to
change the name of the surviving registered series , as is desired to
be effected by the merger;
5. The future effective date or time, which shall be a date or
time certain, of the merger or consolidation if it i s not to be
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effective upon the filing of the articles of merger or consolidation
of registered series;
6. That the agreement of merger or consolida tion is on file at
a place of business of the surviving o r resulting registered series
or the limited liabil ity company that formed such registered series,
and shall state the address thereof; and
7. That a copy of the agreement of merger or consolidation will
be furnished by the surviving or resulting registere d series, on
request and without cost, to any memb er of any registered series
which is to merge or consolidate.
C. Unless a future effective da te or time is provided in
articles of merger or consolidation of registered series, a merger
or consolidation under this section shall be effective upon the
filing in the Office of the Secretary of State of articles of merger
or consolidation of registered series.
D. Articles of merger or consolidation of re gistered series
cancel the articles of registered series of the registered series
which is not the surviving or resulting registered series in the
merger or consolidation . Articles of merger or consoli dation of
registered series that set forth any amendment in accordance wit h
paragraph 4 of subsection B of this section is deemed to be an
amendment to the articles of registered series of the surviving
registered series, an d no further action shall be required to amend
the articles of registered series of the surviving regist ered series
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under Section 14 of this act with respect to such amendments set
forth in such articles of merger or consolidation. Whenever this
section requires the filing of articles of merger or consolidation
of registered series, suc h requirement is deemed satisfied by the
filing of an agreement of mer ger or consolidation containing the
information required by this section to be set forth in such
articles of merger or consolidation .
E. An agreement of merger or consolidation approved in
accordance with subsection A of this section may effect any
amendment to the operating agreement relating solely to the
registered series that are constituent parties to the merger or
consolidation. Any amendment to an operating agreement relating
solely to the registered series that are constituent parties to the
merger or consolidation made under this subsection shall be
effective at the effective time or date of the m erger or
consolidation and sh all be effective notwithstanding any provision
of the operating agreement relating to amendment o f the operating
agreement, other than a provision that by its ter ms applies to an
amendment to the operating agreement in connection with a merger or
consolidation. The provisions of this subsection shall not be
construed to limit th e accomplishment of a m erger or of any of the
matters referred to herein by any other m eans provided for in an
operating agreement or other agreement or as otherwise permitted by
law, including that the operating agreement relating to any
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constituent registered series to the mer ger or consolidation ,
including a registered series formed for t he purpose of consummating
a merger or consolidation , shall be the operating agreement of the
surviving or resulting registered series.
F. When any merger or consolidat ion shall have become ef fective
under this section, for all purposes of the laws of th is state, all
of the rights, privileges , and powers of each of the registered
series that have merged or consolidated, and all property, real,
personal, and mixed, and all debts due to any of the registered
series, as well as all other things and causes of a ction belonging
to each of the registered series, shall be veste d in the surviving
or resulting registered series, and shall thereafter be the prop erty
of the surviving or resulting registered series as they were of e ach
of the registered series that have merged or consolidated. The
title to any real property vested b y deed or otherwise, under the
laws of this state, in any of the registered series, shall not
revert or be in any way impaired by reason of this act; but all
rights of creditors and all liens upon any property of any of the
registered series shall be prese rved unimpaired, and all debts,
liabilities, and duties of each of the registered series that have
merged or consolidated shall remain attached to the surviving or
resulting registered series, and may be enforced against it to the
same extent as if the debts, liabilities, and duties had been
incurred or contracted by it. Unless otherwise agreed , a merger or
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consolidation of a registered series of a limited liability company,
including a registered series which is not the surviving or
resulting registered series in the merger or consolidation, shall
not require the registered series to wind up its affairs under
Section 14 of this act, or pay its liabilities and distribute its
assets under Section 14 of this act, and the merger or consolidation
shall not constitute a dissolution of the registered series.
G. An operating agreement may provide that a registered series
of a limited liability company shall not have the power to merge or
consolidate as set forth in this section.
SECTION 18. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 2054.9 of Title 18, unless there
is created a duplication in numbering, reads as follows:
DIVISION OF A LIMITED LIABILITY COMPANY
A. As used in this act:
1. “Dividing company” means the domestic limited liability
company that is effecting a division in the manner provided in this
section;
2. “Division” means the division of a dividing company into two
or more domestic limited liability companies in accordance with this
section;
3. “Division company” means a surviving company, if any, and
each resulting company ;
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4. “Division contact” means, in connection with any division, a
natural person who is a resident of this state, any division company
in the division or any other domestic limited liability company, or
other entity as defined in Section 2054 of Title 18 of the Oklahoma
Statutes formed or organized under the laws of this state, which
division contact shall maintain a copy of the plan of division for a
period of six (6) years from the effective date of the division and
shall comply with paragraph 3 of subsection G of this section;
5. “Organizational docume nts” means the articles of
organization and operating agreement of a domestic limited liability
company;
6. “Resulting company” means a domestic limited liability
company formed as a consequence of a division ; and
7. “Surviving company” means a dividing company that survives
the division.
B. Under a plan of division, any domestic limited liability
company may, in the manner provided in this section, be divided into
two or more domestic limited liability companies. The division of a
domestic limited liab ility company in accordance with this section
and, if applicable, the resulting cessation of the existence of the
dividing company under articles of division shall not be deemed to
affect the personal liability of any person incurred before the
division with respect to matters arising before the division, nor
shall it be deemed to affect the validity or enforc eability of any
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obligations or liabilities of the dividing company incurred before
the division; provided, that the obligations and liabilities of the
dividing company shall be allocated to and vested in, and valid and
enforceable obligations of, the divis ion company or companies to
which the obligations and liabilities have been allocated under the
plan of division, as provided in subsection H of this section. Each
resulting company in a division shall be formed in compliance with
the requirements of this act and subsection H of this section.
C. If the operating agreement of the dividing company specifies
the manner of adopting a plan of division, the plan of division
shall be adopted as specified in the operating agreement. If the
operating agreement of the dividing company does not specify the
manner of adopting a plan of divi sion and does not prohibit a
division of the limited liability company, th e plan of division
shall be adopted in the same manner as is specified in the operating
agreement for authorizing a merger or consolidation that involves
the limited liability company as a constituent party to the merger
or consolidation. If the operating agreement of the dividing
company does not specify the manner of adopting a plan of division
or authorizing a merger or consolidation that involves the limited
liability company as a constituent party and does not prohibit a
division of the limited liabil ity company, the adoption of a plan of
division shall be authorized by the approval of members who own a
majority of the then current percentage or other interest in the
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profits of the dividing company owned by all of the members.
Notwithstanding prior ap proval, a plan of division may be terminated
or amended under a provision for the termination or amendment
contained in the plan of division.
D. Unless otherwise provided in a plan of division, the
division of a domestic limited liability company under this section
shall not require the limited liability company to wind up its
affairs under Section 2039 of Title 18 of the Oklahoma Statutes or
pay its liabilities and distribute its as sets under Section 2040 of
Title 18 of the Oklahoma S tatutes, and the division shall not
constitute a dissolution of the limited liability company.
E. In connection with a divisio n under this section, rights or
securities of, or interests in, the dividing company may be
exchanged for or converted into cash, property, rights , or
securities of, or interests in, the surviving company or any
resulting company or, in addition to or in li eu thereof, may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, a domestic limited liability company
or any other business entity which is not a division company or may
be canceled or remain outstanding , if the dividing company is a
surviving company.
F. A plan of division adopted in a ccordance with subsection C
of this section:
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1. May effect any amendment to the operating agreement of the
dividing company if it is a surviving company in the division; or
2. May effect the adoption of a new operating agreement for the
dividing company if it is a surviving company in the division; and
3. Shall effect the adoption of an operating agreement for each
resulting company. Any amendment to an operating agreement or
adoption of a new operating agreement for the dividin g company, if
it is a surviving company in the division, or adoption of a n
operating agreement for each resulting company made under the
foregoing sentence shall be effective at the effective time or date
of the division. Any amendment to an operating agreement or
adoption of an operating agreement for the dividing company, if it
is a surviving company in the division, shall be effective
notwithstanding any provision in the operating agreement of the
dividing company relating to amendment or adoption of a new
operating agreement, other than a provision that by its terms
applies to an amendment to the operating agreement or the adoption
of a new operating agreement, in either case, in connection with a
division, merger, or consolidation.
G. If a domestic limited liability company is dividing under
this section, the dividing company shall adopt a plan of division
which shall set forth:
1. The terms and conditions of the division, including:
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a. any conversion or exchange of the membership interests
of the dividing company into or for membership
interests or other securities or obligations of any
division company or cash, property, or rights or
securities or obligations of or interests in any other
business entity or domestic limited liability company
which is not a division company, or that the
membership interests of the dividing company shall
remain outstanding or be canceled, or any combination
of the foregoing, and
b. the allocation of assets, property, right s, series,
debts, liabilities, and duties of the dividing company
among the division companies;
2. The name of each resulting company and, if the di viding
company will survive the division, the name of the surviving
company;
3. The name and business addre ss of a division contact which
shall have custody of a copy of the plan of division. The division
contact, or any successor division contact, shall serve for a period
of six (6) years following the effective date of the division.
During the six-year period the division contact shall provide,
without cost, to any creditor of the dividing company, within thirty
(30) days following the division con tact’s receipt of a written
request from any creditor of the dividing company, the name and
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business address of the division company to which the claim of the
creditor was allocated under the plan of division; and
4. Any other matters that the dividing co mpany determines to
include therein.
H. If a domestic limited liability company divides under this
section, the dividing company shall file articles of division
executed by one or m ore authorized persons on behalf of the dividing
company in the Office of the Secretary of State in accordance with
Section 2006 of Title 18 of the Oklahoma Statutes and articles of
organization that comply with Section 2005 of Title 18 of the
Oklahoma Statutes for each resulting company executed by one or more
authorized persons in accordance with Section 2006 of Title 18 of
the Oklahoma Statutes. The articles of division shall state:
1. The name of the dividing company and, if it has been
changed, the name under which its articles of organization were
originally filed and whether the dividing company is a surviving
company;
2. The date of filing of the dividing company ’s original
articles of organization with the Secretary of State;
3. The name of each div ision company;
4. The name and business address of the division contact
required by paragraph 3 of subsection G of this section;
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5. The future effective date or time , which shall be a date or
time certain, of the division if it is not to be effective upon the
filing of the articles of division;
6. That the division has been a pproved in accordance with this
section;
7. That the plan of division is on file at a place of business
of the division company as is specified therein, and shall state the
address thereof;
8. That a copy of the plan of division will be furnished by the
division company as is specified therein, on request and without
cost, to any member of the dividing company ; and
9. Any other information the dividing company determines to
include therein.
I. The articles of division and each of the articles of
organization for each resulting company required by subsection H of
this section shall be filed simultaneously in t he Office of the
Secretary of State and, if the articles are not to become effective
upon their filing as permitted by subsection C of Section 2007 of
Title 18 of the Oklahoma Statutes, then each of the articles shall
provide for the same effective date or time in accordance with
subsection C of Section 2007 of Title 18 of the Oklahoma Statutes.
Concurrently with the effective date or time of a division, the
operating agreement of each resulting company shall become
effective.
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J. The articles of division shall act as a cancellation of the
articles of organization for a dividing company which is not a
surviving company.
K. An operating agreement may provide that a domestic limited
liability company shall not have the power to divide a s set forth in
this section.
L. Upon the division of a domestic limited liability company
becoming effective:
1. The dividing company shall be divided into the distinct and
independent resulting companies named in the plan of division, and,
if the dividing company is not a surviving company, the existence of
the dividing company shall cease;
2. For all purposes of the laws of th is state, all of the
rights, privileges, and powers, and all the property, real,
personal, and mixed, of the dividing company and all debts due on
whatever account to it, and all other things and other causes of
action belonging to it, shall without further action be allocated to
and vested in the applicable division company in the manner and
basis and with the effect as is specified in the plan of divi sion,
and the title to any real property or interest therein allocated to
and vested in any division company shall not revert or be in any way
impaired by reason of the division;
3. Each division company shall, from and after effectiveness of
the articles of division, be liable as a separate and distinct
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domestic limited liabil ity company for the debts, liabilities , and
duties of the dividing company as are allocated to the division
company under the plan of division in the manner and on the basis
provided in subparagraph b of paragraph 1 of subsection G of this
section;
4. Each of the debts, liabilities , and duties of the dividing
company shall withou t further action be allocated to and be the
debts, liabilities, and duties of the division company as is
specified in the plan of division as having the debts, liabilities,
and duties allocated to it, in the manner and basis and with the
effect as is specified in the plan of division, and no other
division company shall be liable therefor, so long as the plan of
division does not constitute a fraudulent transfer under applicable
law, and all liens upon any property of the dividing company shall
be preserved unimpaired, and all debts, liabilities, and duties of
the dividing company shall remain attached to the divi sion company
to which the debts, liabilities, and duties have been allocated in
the plan of division, and may be enforced against the division
company to the same extent as if the debts, liabilities, and duties
had originally been incurred or contracted by it in its capacity as
a domestic limited liability company ;
5. In the event that any allocation of assets, debts,
liabilities, and duties to division companies in accordance with a
plan of division is determined by a court of competent jurisdiction
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to constitute a fraudulent transfer, each division company shall be
jointly and severally liable on account of the fraudulent transfer
notwithstanding the allocations made in the plan of division;
provided, however, the validity and effectiveness of the division
are not otherwise affected thereby;
6. Debts and liabilities of the divid ing company that are not
allocated by the plan of division shall be the joint and several
debts and liabilities of all of the division companies;
7. It shall not be necessary for a plan of division to list
each individual asset, property, right, series, d ebt, liability, or
duty of the dividing company to be allocated to a divisi on company
so long as the assets, property, rights, series, debts, liabilities,
or duties so allocated are re asonably identified by any method where
the identity of the assets, proper ty, rights, series, debts,
liabilities, or duties is objectively determinab le;
8. The rights, privileges, powers, and interests in property of
the dividing company that have been al located to a division company,
as well as the debts, liabilities, and duties of the dividing
company that have been allocated to the division company under a
plan of division, shall remain vested in the division company and
shall not be deemed, as a result of the division, to have been
assigned or transferred to the division c ompany for any purpose of
the laws of this state; and
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9. Any action or pr oceeding pending against a dividing company
may be continued against the surviving company as if the divisio n
did not occur, but subject to paragraph 4 of subsection L of this
section and against any resulting company to which the asset,
property, right, series, debt, liability, or duty associated with
the action or proceeding was allocated under the plan of division by
adding or substituting the resulting company as a party in the
action or proceeding.
M. In applying the provisions of this act on distributions, a
direct or indirect allocation of property or liabilities in a
division is not deemed a distribution for purposes of this act.
N. The provisions of this section shall not be construed to
limit the means of accomplishing a division by any other means
provided for in an operating agreement or other agreement or as
otherwise permitted by this act or as otherwise permitted by law.
O. All limited liability companies formed on or a fter November
1, 2023, shall be governed by this section. All limited liability
companies formed before November 1, 2023, shall be governed by this
section; provided, that if the di viding company is a party to any
written contract, indenture , or other agreement entered into before
November 1, 2023, that, by its terms, restricts, conditions, or
prohibits the consummation of a merger or consolidation by the
dividing company with or into another party, or the transfer of
assets by the dividing company to anothe r party, then the
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restriction, condition , or prohibition is deemed to apply to a
division as if it were a merger, consolidation, or transfer of
assets, as applicable.
SECTION 19. AMENDATORY 18 O.S. 2021, Section 2055, is
amended to read as follows:
Section 2055. The Secretary of State shall charge and colle ct
the following fees:
1. For filing the original articles of organization, a fee of
One Hundred Dollars ($100.00);
2. For filing amended, corrected or restated articles of
organization, including amended and restated articles of
organization, a fee of Fifty Dollars ($50.00);
3. For filing articles of correction, amendment , merger or
consolidation, registered series, conversion, or divi sion and
issuing a certificate of correction, amendment, merger or
consolidation or filing articles of, registered series, conversion,
or division, a fee of One Hundred Dollars ($100.00);
4. For filing articles of dissolut ion and issuing a certificate
of cancellation, a fee of Fifty Dollars ($50.00);
5. For filing a certificate of cor rection of statements in an
application for registration of a foreign limited liability company,
a fee of One Hundred Dollars ($100.00);
6. For issuing a certificate for any purpose wha tsoever, a fee
of Ten Dollars ($10.0 0);
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7. For filing an application for reservation of a name, or for
filing a notice of the transfer or cancellation of any name
reservation, a fee of Ten Dollars ($10.00);
8. For filing a statement of change of address of the principal
office or change of resident agent, or both, a fee of Twenty-five
Dollars ($25.00);
9. For filing a change of address for an individual,
corporation, limited li ability company or limited partne rship
designated by a limited liability compa ny as its registered agent
for service of process, for change of name of registered agent or
for the resignation of a registered agent, a fee of Twenty-five
Dollars ($25.00) for the first forty corporations and Five Dollars
($5.00) for each additional corp oration within any bulk filing;
10. For filing an application for reg istration as a foreign
limited liability company, a fee of Three Hundred Dollars ($300.00);
11. For filing an application of withdrawal as p rovided in
Section 2047 of this title, a fee of One Hundred Dollars ($100.00);
12. For any service of notice, dema nd, or process upon the
Secretary of State as resident agent of a limited liability company
or registered series, a fee of Twenty-five Dollars ($25.00), which
amount may be recovered as taxable costs by the party to be sued,
action, or proceeding causing s uch service to be made if such party
prevails therein; and
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13. For acting as the registered agent of a limited liability
company or registered series, a fee of Forty Dollars ($40.00) shall
be paid on July 1 each year to the Office of the Secretary of Stat e.
All fees shall be properly accounte d for and shall be paid into
the State Treasury monthly. All fees rec eived by the Secretary of
State pursuant to the provisions of this section shall be p aid to
the credit of the Revolving Fund for the Office of the S ecretary of
State created pursuant to Section 276.1 of Title 62 of the Oklahoma
Statutes.
SECTION 20. AMENDATORY 18 O.S. 2021, Section 2055.1, is
amended to read as follows:
Section 2055.1.
FAILURE TO PAY REGISTERED AGENT FEES
A domestic or foreign limi ted liability company or registered
series for which the Secretary of State acts as the registered agent
that fails to pay the registered agent fee by the due dat e as
provided in paragraph 12 of Section 2055 of this title shall be
subject to the provisions of Sections 29 2012.1 and 39 2055.2 of
this act title.
SECTION 21. AMENDATORY 18 O.S. 2021, S ection 2055.2, is
amended to read as follows:
Section 2055.2.
ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND
REGISTERED SERIES AND FOREIGN LIMITED LIABILITY COMPANY
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A. Every domestic limited liability compa ny and every foreign
limited liability company registered to do business in this state
shall file a certificate e ach year in the Office of the Secretary of
State, which confirms it is an active business and includes its
principal place of business address, and shall pay an annual
certificate fee of Twenty-five Dollars ($25.00).
B. The annual certificate shall be due on the anniversary date
of filing the articles of organization , articles of registered
series, or registration, as the case may be, until canc ellation of
the articles of organi zation or articles of registered series or
withdrawal of the registration.
C. The Secretary of State shall, at least sixty (60) days
before the anniversary date of each year, cause a notice of the
annual certificate to be sent to each domestic limited lia bility
company and registered series and each foreign limited liability
company and registered series required to comply with the provisions
of this section to its last known electronic mail address of record
with the Secretary of State.
D. A domestic limited liability company or registered series or
foreign limited liability compan y or registered series that fails to
file the annual certificate and pay t he annual certificate fee
within sixty (60) days after the date due s hall cease to be in good
standing as a domestic limited liability company or registered
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series or registered as a foreign limited liability company or
registered series in this state.
E. Except for accepting a resignation of a registered agent
when a successor registered agent is not bein g appointed or an
application for reinstatemen t, the Secretary of State shall n ot
accept for filing any certificate or articles, or issue any
certificate of good standing, in respect to any domestic limited
liability company or registered series that has ceased to be in good
standing or foreign limite d liability company or registered series
that has ceased to be registered, unless or until the domestic
limited liability company or registered series has been reinstated
as a domestic limited liability company in good standing or the
foreign limited liability company or registered series has been
reinstated as a foreign limited liability company or registered
series duly registered in this state.
F. A domestic limited liability company or registered series
that has ceased to be in good standing or a foreign limited
liability company or registered series that has ceased to be
registered in this state may not ma intain any action, suit or
proceeding in any court of this state unti l the domestic limited
liability company or registered series has been reinstated as a
domestic limited liabilit y company in good standing or the foreign
limited liability company or registered series has been reinstated
as a foreign limited liability comp any or registered series duly
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registered in this state. An action, suit or proc eeding may not be
maintained in any court of this state by any successor or assignee
of the domestic limite d liability company or registered series or
foreign limited liability company or registered series on any right,
claim or demand arising out of the t ransaction of business by the
domestic limited liability company or registered series after it has
ceased to be in good standing or a foreign limited liability company
or registered series that has ceased to be registered in this state
until the domestic l imited liability company or registered series or
foreign limited liability company or registered series, or any
person that has acquired all or substantially all of its assets, has
caused the limited liability company or registered series to be
reinstated as a domestic limited liability company in good standing
or as a foreign limited liability company or registered series duly
registered in this state, as applicable.
SECTION 22. AMENDATORY 18 O.S. 2021, Section 2055.3, is
amended to read as follows:
Section 2055.3.
REINSTATEMENT OF A L IMITED LIABILITY COMPANY OR REGISTERED SERIES
A. A domestic limited liability company or registered series
not in good standing for failure to file an annual certificate and
pay the annual certificate fees or register ed agent fees, including
a domestic limited liability company or registered series whose
articles of organization or registered series have been canceled
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under subsection B of Section 2012.1 of Title 18 of the Oklahoma
Statutes this title, or a foreign limited liability c ompany or
registered series whose registration was withdra wn for failure to
file an annual certificate and pay the annual certificate fees or
registered agent fees may apply to the Secretary of Sta te for
reinstatement by:
1. Filing all delinquent annual certificates with the S ecretary
of State and paying all del inquent annual certificate fees or paying
all delinquent registered agent fees to the Secretary of State; and
2. Filing an application for reinstatement with the Secretary
of State stating its na me at the time it ceased to be in good
standing or was withd rawn, the date it ceased to be in good standing
or was withdrawn, and its current nam e, if its name at th e time it
ceased to be in good sta nding or was withdrawn is no longer
available under Secti on 2008 or 2045 of Title 18 of the Oklahoma
Statutes this title.
If the Secretary of State determines that the application
contains the required information, the inf ormation is correct, all
delinquent certificates or other filings are submitted, all
delinquent fees are paid, and the name satisfies the requirements of
Section 2008 or 2045 of Title 18 of the Oklahoma Statutes this
title, the Secretary of State shall acc ept the application for
reinstatement and issue a certificate of reinstatement in the manner
provided in Section 2007 of Title 18 of the Oklahoma Statutes this
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title for domestic limited liability companies, Section 14 of this
act for domestic registered s eries, or Section 2044 of Title 18 of
the Oklahoma Statutes this title for foreign limited li ability
companies or foreign registered series . If the limited liabili ty
company or registered series is required to change its name because
its name at the time it ceased to be in good standing o r was
withdrawn is no longer available, acceptance of the reinstatement
shall constitute an amendment to the domestic limited liab ility
company’s articles of organization or the domestic registered
series’ articles of registered series to change its name o r the
adoption of a fictitious name by the foreign limited liability
company or registered series, as applicable. The application for
reinstatement may amend the articles of organization of the domesti c
limited liability company or the articles of registered series of
the registered series or the application for registration of the
foreign limited liability company or registered series, subject in
either case to the payment of the additional fee require d in Section
2055 of Title 18 of the Oklahoma Statutes this title for amendments;
provided, that the application may not extend the ter m of a limited
liability company or registered series that had expired before the
application for reinstatement. For pur poses of this section, a
foreign limited liability company or registered series applying for
reinstatement is dee med to have done busin ess continually in the
state following the admini strative withdrawal.
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B. When reinstatement under this section has becom e effective,
the reinstatement relates back to and tak es effect as if the
domestic limited liability company or registered series had never
ceased to be in good standing and as if its articles of organization
or articles of registered series, as the case m ay be, had never been
canceled, or as if the foreign limited liability company’s or
registered series registration was never withdrawn.
C. The failure of a domestic lim ited liability company or
registered series or foreign limited liability company or registered
series to file an annual certificate and pay a n annual certificate
fee or a registered agent fee to t he Secretary of State shal l not
impair the validity on any c ontract, deed, mortgage, security
interest, lien or act of the domestic limited liabili ty company or
registered series or foreign limited liability company or registered
series or prevent the domestic limited liability com pany or
registered series or foreign limited liability company or registered
series from defending any action, suit or proceeding with any co urt
of this state.
D. All real and personal property, and all rights and
interests, which belonged to the domestic limited liability company
or registered series at the time its articles of organization or
articles of registered series , as the case may be , were canceled or
which were acquired by the limited liability company or registered
series after cancellation, an d which were not disposed of before its
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reinstatement, shall be vested in the limited liability company or
registered series after its reinstatement as fully as they were held
by the limited liability company or registered series at, and after,
as the case may be, the time its articles of organiza tion or
articles of registered series were canceled.
E. A member or manager of a domestic limited liability company
or registered series or foreign limited liability company or
registered series is not liable for the debts, obligations or
liabilities of the dome stic limited liability company or registered
series or foreign limited l iability company or registered series
solely by reason of the failure of the domestic limited liability
company or registered series or foreign limited liability company or
registered series to file an annual certificate and pay an annual
certificate fee or a registered agent fee to the Secretary of State
or by reason of the domestic limited liability company or registered
series ceasing to be in good standing or its articles of
organization or articles of registered series being canceled or the
foreign limited liability compa ny or registered series ceasing to be
duly registered.
SECTION 23. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Secti on 2058.1 of Title 18, unless there
is created a duplication in numb ering, reads as follows:
DOCUMENT FORM, SIGNATURE, AND DELIVERY.
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A. Except as provided in subsection B of this sec tion, without
limiting the manner in which any act or transaction m ay be
documented, or the manner in which a document may be signed or
delivered:
1. Any act or transaction contemplated or governed by the
Oklahoma Limited Liability Company Act or an operating agreement may
be provided for in a document, and an electronic transmission is the
equivalent of a written document;
2. Whenever the Oklahoma Limited Liability Company Act or an
operating agreement r equires or permits a signature, the signat ure
may be a manual, facsimile, conformed , or electronic signature.
“Electronic signature” means an electronic symbol or p rocess that is
attached to, or logical ly associated with, a document and executed
or adopted by a person with an intent to execute, authenticate, or
adopt the document. A person may execute a document with such
person’s signature;
3. Unless otherwise pro vided in an operating agreement or
agreed upon between the sender and recipient, an electronic
transmission is deliver ed to a person for p urposes of this title and
an operating agreement when it enters an info rmation processing
system that the person has d esignated for the purpose of receiving
electronic transmissions of the type delivered, so long a s the
electronic transmission is in a for m capable of being processed by
that system and such person is able to r etrieve the electronic
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transmission. Whether a person has so designated an information
processing system is determined by the operating agreem ent or from
the context and surrounding c ircumstances, including the party’s
conduct. An electronic transmissio n is delivered under this section
even if no person is aware of its receipt. Receipt of a n electronic
acknowledgement from an information proc essing system establi shes
that an electronic transmission was received but, by itself, does
not establish that th e content sent corresponds to the content
received.
This section shall not prohibit one or mor e persons from
conducting a transaction in accordance with the Uniform Electronic
Transactions Act so long as the part or parts of the transaction
that are governed by the Oklahoma Limited Liability Company Act or
an operating agreement are documented, signed , and delivered in
accordance with this subse ction or otherwise in accordance with this
section. This subsection shall apply solely for purposes of
determining whether an act or transaction has been documen ted, and
the document has been signed and delivered, in accord ance with the
Oklahoma Limited Liability Company Act or an operating agreement.
B. Subsection A of this section shal l not apply to a docu ment
filed with or submitted to the Secretary of State, a county clerk,
or a court or other judicial or governmental body of this state.
This subsection shall not create any presump tion about the lawful
means to document a matter addr essed by this subsect ion, or the
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lawful means to sign or deliver a document addressed by this
subsection. A provision of an operating agreement shall not limit
the application of subsection A of this s ection unless the provision
expressly restricts one o r more of the means o f documenting an act
or transaction, or of signing or delivering a document, permitted by
subsection A of this section.
C. If any provision of this section is deemed to modify, limi t,
or supersede the Electronic Signatures in Global an d National
Commerce Act, 15 U.S.C. Section 7001 et. seq., the provisions of
this section shall control to the fullest e xtent permitted by
Section 7002(a)(2) of such act.
SECTION 24. This act shall become effective November 1, 2023.
Passed the Senate the 8th day of March, 2023.
Presiding Officer of the Senate
Passed the House of Representatives the ____ day of __________ ,
2023.
Presiding Officer of the House
of Representatives