Oklahoma Senate Bill SB649 Latest Draft

                             
 
 
An Act 
ENROLLED SENATE 
BILL NO. 649 	By: Montgomery of the Senate 
 
  and 
 
  Echols and McDugle 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; aut horizing 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 estab lishment 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   
 
ENR. S. B. NO. 649 	Page 2 
requirements applicable to registered series; 
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 
of dissolution of articles of registered series; 
authorizing conversion of protected series to 
registered series; establi shing 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; establishing 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 division; amending 18 O.S. 
2021, Sections 2055, 2055.1, 2055.2, and 2055.3, 
which relate to fees, annual certificate, and 
reinstatement of limited liability company; imposing 
certain filing fees on registered series and di viding 
limited liability companies; requiring annual fee by 
registered series to Secretary of State for certain 
purposes; requiring registered series to file certain 
annual certificate; requiring payment of certain 
annual fee by registered series; providin g for 
reinstatement of registered series under 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 . 
 
 
 
SUBJECT:  Oklahoma Limited Liability Company Act 
 
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA: 
   
 
ENR. S. B. NO. 649 	Page 3 
SECTION 1.     AMENDATORY     18 O.S. 2021, Section 1006, is 
amended to read as follo ws: 
 
Section 1006. 
 
CERTIFICATE OF INCORPORATION; CONTENTS 
 
A.  The certificate of incorporation shall set forth: 
 
1.  The name of the corporation which shall contain one of the 
words “association”, “company”, “corporation”, “club”, “foundation”, 
“fund”, “incorporated”, “institute”, “society”, “union”, 
“syndicate”, or “limited” or abbreviations thereof, with or without 
punctuation, or words or abbreviations thereof, with or without 
punctuation, of like import of foreign countries or jurisdictions; 
provided that such abbreviations are written in Roman characters or 
letters, and which shall be such as to distinguish it upon the 
records in the Office of the Secretary of State from: 
 
a. names of other corporations, whether domestic or 
foreign, then existing or w hich existed at any time 
during the preceding three (3) years, 
 
b. names of partnerships whether general or limited, or 
domestic or foreign, then in good standing or 
registered or which were in good standing or 
registered at any time during the preceding t hree (3) 
years, 
 
c. names of limited liability companies, whether 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, 
 
d. names of registered series of a li mited liability 
company, 
 
e. trade names or fictitious names filed with the 
Secretary of State, or 
 
e. corporate, limited liability company or limited 
partnership names    
 
ENR. S. B. NO. 649 	Page 4 
 
f. names of corporations, limited liability companies, 
limited partnerships, or regis tered 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 f or which corporations may 
be organized under the general 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 t o 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 each 
of such shares, or a statement that all such shares are to be 
without par value.  If the cor poration 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 
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 the case of such 
corporations, the fact that they are not to have authority to issue 
capital stock shall be stated in the certificate of incorporation.  
The provisions of this paragraph shall not apply to nonstock 
corporations.  In the case of nonstock corporations, the fact that 
they are not authorized to issue capital stock shall be stated in 
the certificate of incorporation.  The conditions of membership, o r 
other criteria for identifying members, of nonstock corporations 
shall likewise be stated in the certificate of incorporation or the 
bylaws.  Nonstock corporations shall have members, but the failure 
to have members shall not affect otherwise valid corpo rate acts or   
 
ENR. S. B. NO. 649 	Page 5 
work a forfeiture or dissolution of the corporation.  Nonstock 
corporations may provide for classes or groups of members having 
relative rights, powers and duties, and may make provision for the 
future creation of additional classes or groups of members having 
such relative rights, powers and duties as may from time to time be 
established, including rights, powers and duties senior to existing 
classes and groups of members.  Except as otherwise provided in the 
Oklahoma General Corporation Act, nonstock corporations may also 
provide that any member 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 members 
of the governing body of the corporation.  Voting by members 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 incorporation or the 
bylaws; 
 
5.  The name and mailing address of the incorporator or 
incorporators; 
 
6.  If the powers of the incorporator or incorporators are to 
terminate upon the filing of the certificate of incorporation, the 
names and mailing addresses of the persons who are to serve as 
directors until the first annual meeting 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 otherwise, to its members as such, 
   
 
ENR. S. B. NO. 649 	Page 6 
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 corporation 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 cooperat ive from 
rebating excess revenues to patrons who may also be members; and 
 
8.  If the corporation is a charitable nonstock and does not 
otherwise provide in its certificate 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, 
 
b. that upon the dissolution of the corporation, its 
assets shall be distributed for 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 required to be set forth in the 
certificate of incorporation pursuant to the provi sions of 
subsection A of this section, the certificate of incorporation may 
also contain any or all of the following matters: 
 
1.  Any provision for the management of the business and for the 
conduct of the affairs of the corporation, and any provision 
creating, defining, limiting and regulating the powers of the   
 
ENR. S. B. NO. 649 	Page 7 
corporation, the directors, and the shareholders, or any class of 
the shareholders, or the governing body, the members, 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 of the 
Oklahoma General Corporation Act to be stated in the bylaws may 
instead be stated in the certificate of incorporation; 
 
2.  The following provisions, in substantially the following 
form: 
 
a. for a corporation, other than 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 a nd its 
shareholders or any class of them, any court of 
equitable jurisdiction within the State of Oklahoma, 
on the application in a summary way of this 
corporation or of any creditor or shareholder thereof 
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 the 
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 majority 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 reorganization of 
this corporation as a consequence of such compro mise 
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 shareholde rs, of this 
corporation, as the case may be, and also on this 
corporation”, and   
 
ENR. S. B. NO. 649 	Page 8 
 
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 corporati on 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 or on the application 
of any receiver or receivers a ppointed 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 the provisions of Section 
1100 of this title, order a mee ting of the creditors 
or class of creditors, and/or of the members or class 
of members of this corporation, as the case may be, to 
be summoned in such manner as the court directs.  If a 
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 of 
this corporation as a consequence of such compromise 
or arrangement, the c ompromise 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 may 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 preemptive 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   
 
ENR. S. B. NO. 649 	Page 9 
certificate of incorporation.  Preemptive rights, if granted, shall 
not extend to fractional shares; 
 
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 required by the provisions of 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 liability for the debts of the 
corporation on its shareholders to a specified ex tent 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 conduct 
or acts; 
 
7.  A provision eliminating or limiting the personal liability 
of a director to the corporation or its shareholders for monetary 
damages for breach of fiduciary duty as a director, provided that 
such provision shall not eliminate or limit the liability of a 
director: 
 
a. for any breach of the director’s duty of loyalty to 
the corporation or its shareholders, 
 
b. for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation 
of law, 
 
c. under Section 1053 of this title, or 
 
d. for any transaction f rom 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 such 
provision becomes effective. 
   
 
ENR. S. B. NO. 649 	Page 10 
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 paragraphs 1, 2, 5, 6 
and 7 of subsection A of this section and p aragraphs 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 t o issue, any provision of the 
certificate of incorporation may be made dependent 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, the occurrence of any 
event, including a determination or action by any person or body, 
including the corporation. 
 
SECTION 2.     AMENDATORY     18 O.S. 2021, Sec tion 2001, is 
amended to read as follows: 
 
Section 2001. 
 
DEFINITIONS 
 
As used in the Oklahoma Limited Liability Company Act, unless 
the context otherwise requires: 
 
1.  “Articles of organization ” means documents filed for the 
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, profession 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, se rvices   
 
ENR. S. B. NO. 649 	Page 11 
rendered or a promissory note or other binding obligation to 
contribute cash or property or 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 withdrawals, a person ’s 
share of the profits and losses of a limited liability company and a 
person’s right to receive distributions of the limited liability 
company’s assets; 
 
6.  “Charitable entity” means any nonprofit l imited 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 provisions; 
 
7. “Corporation” means a corporation organized under the laws 
of this state or the laws of any jurisdiction other than this 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 instruments, and 
 
b. an electronic transmission; 
 
10.  “Electronic transmission ” means any form of communication 
not directly involving the physical transmission of paper including 
the use of or participation in one or more electronic networks or 
databases, including one or more distributed electronic networks or 
databases, that creates a record that may be retained, retrieved, 
and reviewed by a recipient thereof and that may be directly 
reproduced in paper form by such a recipient through an automated 
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:   
 
ENR. S. B. NO. 649 	Page 12 
 
a. an unincorporated association, 
 
b. formed under the laws of any jurisdiction other than 
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 e ntity; 
 
10. 13.  “Foreign limited partnership ” means a limited 
partnership formed under the laws of any jurisdiction other than 
this state; 
 
11. 14.  “Jurisdiction”, when used to refer to a political 
entity, means the United States, a state, a tribal gover nment, 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 t his state; 
 
13. 16.  “Limited partnership” means a limited partnership 
formed under the laws of this state or a foreign 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 provided 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 
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 associated 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 generally and a member   
 
ENR. S. B. NO. 649 	Page 13 
associated with a series of the limited liability company.  Unless 
the context otherwise requires, references in this act to a member 
shall be deemed to be references to a member of the limited 
liability company generally and to a member associated 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 losses 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 organization, operating agreement or the 
Oklahoma Limited Liability Company Act; 
 
17. 20.  “Operating agreement”, regardless of whether referred 
to as an operating agreement and whether oral, in a record, implied 
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 or registered series thereof 
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, membership 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; and 
 
24. “State” means a state, territory or possession of the 
United States, the District of 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   
 
ENR. S. B. NO. 649 	Page 14 
501(c)(3) of the United States Internal Revenue Code (26 U.S.C., 
Section 501(c)(3)), or any successor provisions . 
 
SECTION 3.     AMENDATORY     18 O.S. 2021, Section 2005, is 
amended to read as follows: 
 
Section 2005. A.  The articles of organization shall set forth: 
 
1.  The name of the limited liability company; 
 
2.  The term of the existence of the limited liability company 
which may be perpetual; and 
 
3.  The street address of its principal place of business, 
wherever located, and the name and stre et address of its registered 
agent which shall be identical to its registered office in this 
state. 
 
B.  If the limited liability company is to establish two or more 
series of members, managers or membership interests having separate 
rights, powers or duti es as provided under Section 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 matters 
the members determine to include.  It is not necessary to set out in 
the articles of organization any of the powers enumerated in this 
act Section 2000 et seq. of this title . 
 
SECTION 4.     AMENDATORY     18 O.S. 2021, Section 2006, is 
amended to read as follows: 
 
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 by at least one 
person who need not be a member of the limited liability company; 
and   
 
ENR. S. B. NO. 649 	Page 15 
 
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 authorized 
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 2008, is 
amended to read as follows: 
 
Section 2008.  A. The name of each limited liability company as 
set forth in its articles of organization : 
 
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 regist ered series as set forth in its 
articles of registered series shall set forth the name of the 
limited liability company including any word, abbreviation, or 
designation required by subsection A of this section, and the name 
of the registered series. 
 
C.  The name of the limited liability company or registered 
series may not be the same as or indistinguishable from: 
 
(1) names   
 
ENR. S. B. NO. 649 	Page 16 
 
1.  Names upon the records in the Office of the Secretary of 
State of limited liability companies, whether organized pursuant to 
the laws of this state or licensed or registered as foreign limited 
liability companies, then in good standing or registered or which 
were in good standing or registered at any time during the preceding 
three (3) years, or 
 
(2) names; 
 
2.  Names upon the records in the Office of the Secretary of 
State of corporations organized under the laws of this state or of 
foreign corporations registered in accordance with the laws of this 
state then existing or which existed at any time during the 
preceding three (3) y ears, or 
 
(3) names; 
 
3.  Names upon the records in the Office of the Secretary of 
State of general or limited partnerships, whether formed under the 
laws of this state or registered as foreign general or limited 
partnerships, then in good standing or regi stered or which were in 
good standing or registered at any time during the preceding three 
(3) years, or 
 
(4) trade; 
 
4.  Names upon the records in the 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 which were in good standing or registered 
at any time during the preceding 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 
   
 
ENR. S. B. NO. 649 	Page 17 
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 reserved name to use the 
same or indistinguishable name with the addition of one or more 
words, numerals, numbers or letters to make that name 
distinguishable upon th e records of the Secretary of State, except 
that the addition of words, numerals, numbers or letters to make the 
name distinguishable shall not be required where such written 
consent states that the consenting entity is about to change its 
name, cease to do business, withdraw from the state or be wound up ,; 
or 
 
(2) a 
 
2.  A certified copy of a final decree of a court of competent 
jurisdiction establishing the prior right of such limited liability 
company or holder of a limited liability company name to the use of 
such name in this state. 
 
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 th is state: 
 
1.  A registered office which may be, but need not be, the same 
as its principal place of business; and 
 
2.  A registered agent for service of process on the limited 
liability company or registered series that may be the domestic 
limited liability company or registered series itself, an individual 
resident of this state or a domestic or qualified foreign 
corporation, limited liability company or general or limited 
partnership including a limited liability partnership or a limited 
liability limited partnership.  Each registered agent shall maintain 
a business office identical with the registered office which is open 
during regular business hours to accept service of process and 
otherwise perform the functions of a registered agent. 
 
B.  1.  A limited liability company or registered series may 
designate or change its registered agent, registered office or 
principal office by filing with the Office of the Secretary of State   
 
ENR. S. B. NO. 649 	Page 18 
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 registered office by filing with the 
Office of the Secretary of State a statement of the change signed by 
any manager. 
 
3.  A designation or change of a principal off ice or registered 
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 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. 
 
C.  1.  A registered agent who changes its, his or her name or 
street address in the state may notify the Office of the Sec retary 
of State of the change by filing with the Office of the Secretary of 
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 if: 
 
a. the registered agent notifies the limited liability 
company or registered series of the change in writing, 
and 
   
 
ENR. S. B. NO. 649 	Page 19 
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 lat er 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. 
 
D.  1.  A registered agent may resign by filing with the Office 
of the Secretary of State a copy of the resignation, signed and 
acknowledged by the registered agent, which contains a statement 
that notice of the resignation was given to the limited liability 
company or registered series at least thirty (30) days 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 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 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 company or 
registered series until a new registered agent is designated. 
 
E.  If a limited liability comp any 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 its agent as 
provided in Section 2004 o f Title 12 of the Oklahoma Statutes. 
 
SECTION 7.     AMENDATORY     18 O.S. 2021, Section 2012, is 
amended to read as follows: 
 
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   
 
ENR. S. B. NO. 649 	Page 20 
inaccurate record of the action referred to or was defectively or 
erroneously executed , the document may be cor rected by the filing of 
articles of correction. 
 
B.  Articles of correction shall set forth: 
 
1.  The title of the document being corrected; 
 
2.  The date that the document being corrected was filed; and 
 
3.  The provision in the document as previously fil ed and as 
corrected and, if execution of the document was defective, the 
manner in which it was defective. 
 
C.  Articles of correction may not make any other change or 
amendment which would not have complied in all respects with the 
requirements of this act the Oklahoma Limited Liability Company Act 
at the time the document being corrected was filed. 
 
D.  Articles of correction shall be executed in the same manner 
in which the document being corrected was required to be executed. 
 
E.  Articles of correction may not: 
 
1.  Change the effective date of the document being corrected; 
or 
 
2.  Affect any right or liability accrued or incurred before its 
filing, except that any right or liability accrued or incurred by 
reason of the error or defect being corrected s hall be extinguished 
by the filing if the person having the right has not detrimentally 
relied on the original document. 
 
F.  Notwithstanding that any instrument authorized to be filed 
with the Secretary of State pursuant to the provisions of this act 
the Oklahoma Limited Liability Company Act is, when filed 
inaccurately, defectively, or erroneously executed, sealed or 
acknowledged, or otherwise defective in any respect, the Secretary 
of State shall not be liable to any person for the preclearance for 
filing, or the filing and indexing of the instrument by the 
Secretary of State. 
   
 
ENR. S. B. NO. 649 	Page 21 
G.  In lieu of filing articles of correction, a document may be 
corrected by filing with the Secretary of State a corrected document 
which shall be executed and filed as if the cor rected 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 
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 windin g 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 compa ny 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 of this title ; 
 
5.  Upon the filing of articles of division if the limit ed 
liability company is a dividing company that is not a surviving 
company; or 
   
 
ENR. S. B. NO. 649 	Page 22 
6.  Upon the future effective date or time of the articles of 
division if the limited liability company is a dividing company that 
is not a surviving company . 
 
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 limited 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 registered series have been 
canceled under subsection B of this section 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 follows: 
 
Section 2012.2. 
 
OPERATING AGREEMENT OF LLC 
 
A.  The operating agreement of the limited liability compa ny 
governs generally: 
 
1.  Relations among the members as members and between the 
members and the limited liability company; 
 
2.  The rights and duties under the Oklahoma Limited Liability 
Company Act of a person in the capacity of manager; 
 
3.  The activities of the company and the conduct of those 
activities; and 
 
4.  The means and conditions for amending the operating 
agreement. 
   
 
ENR. S. B. NO. 649 	Page 23 
If the operating agreement does not otherwise provide, the 
Oklahoma Limited Liability Company Act governs the matter.  The 
operating agreement may not vary the rights, privileges, duties and 
obligations imposed specifically under the Oklahoma Limited 
Liability Company Act. 
 
B.  A limited liability company , including any protected series 
or registered series thereof, is bound by its operating agreement 
regardless of whether it executes the operating agreement.  A member 
or manager of a limited liability company , or any protected series 
or registered series thereof, or an assignee of a capital interest 
is bound by the operating agre ement regardless of whether the 
member, manager or assignee executes the operating agreement. 
 
C.  An operating agreement of a limited liability company having 
only one member is not unenforceable because there is only one 
person who is a party to the oper ating agreement. 
 
D.  The obligations of a limited liability company and its 
members to an assignee or dissociated member are governed by the 
operating agreement.  Subject only to any court order to effectuate 
a charging order, an amendment to the operatin g agreement made after 
a person becomes an assignee or dissociated member is effective with 
regard to any debt, obligation, or other liability of the limited 
liability company or its members to the assignee or dissociated 
member. 
 
E.  If an operating agree ment does not provide for the manner in 
which it may be amended, the operating agreement may be amended with 
the approval of members holding a majority of the membership 
interest entitled to vote. 
 
SECTION 10.     AMENDATORY     18 O.S. 20 21, 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 domestic or foreign public benefit 
limited liability company, a domestic or foreign corporation, a   
 
ENR. S. B. NO. 649 	Page 24 
domestic or foreign partnership whether general or limited, 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.  Any entity may convert to a domestic limited liability 
company, including a protected or registered series of a limited 
liability company, by complying with subsection H of this section 
and filing with the Secretary of State in accordance with Section 
2007 of this title the statutes applicable to the converting entity 
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 2005 and 2008 of 
this title and have been executed by one or more authorized persons 
in accordance with Section 2006 of this title. 
 
C.  The articles of conversion to a limited liability compa ny 
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, its name, jurisdiction and 
type of entity immediately before filing of the articles of 
conversion to limited liability company; 
 
3.  The name of the limited liability company as set forth in 
its articles of organization filed in accordance 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 filing, if it is not to be 
effective upon the filing of the articles of conversion to a limited 
liability company and the articles of organization. 
 
D.  Upon the effective date or time of the articles of 
conversion to limited liability company and the articles of   
 
ENR. S. B. NO. 649 	Page 25 
organization, the entity shall be converted to a domestic limited 
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 company shall be 
deemed to have commenced on the date the entity was formed. 
 
E.  The conversion of any entity into a domestic limited 
liability company shall not be deemed to affect any obligations or 
liabilities of the entity incurred before its conversion to a 
domestic limited liability company or the personal liability of any 
person incurred before the conversion. 
 
F.  When an entity has converted to a domestic limited liability 
company under this section, the domestic limited liability company 
shall be deemed to be the same entity as the converting entity.  All 
of the rights, privile ges and powers of the entity that has 
converted, and all property, real, personal and mixed, and all debts 
due to the entity, as well as all other things and causes of action 
belonging to the entity, shall remain vested 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 conversion, but all rights of creditors 
and all liens upon any property of the entity shall be preserved 
unimpaired, and all debts, liabilities and duties of the entity that 
has converted shall remain attached to the domestic limited 
liability company and may be enforced against it to the same exten t 
as if the debts, liabilities and duties had been incurred or 
contracted by it in its capacity as a domestic limited liability 
company.  The rights, privileges, powers and interests in property 
of the entity, as well as the debts, liabilities and duties o f the 
entity, shall not be deemed, as a consequence of the conversion, to 
have been transferred to the domestic limited liability company to 
which the entity has converted for any 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 its assets, and the conversion shall not 
be deemed to constitute a dissolution of the entity and shall   
 
ENR. S. B. NO. 649 	Page 26 
constitute a continuation of the existence of the converting entity 
in the form of a domestic limited liability company. 
 
H.  Before filing the articles of conversion to a domestic 
limited liability company with the Office of the S ecretary of State, 
the conversion shall be approved in the manner provided for by the 
document, instrument, agreement or other writing, as the case may 
be, governing the internal affairs of the entity and the conduct of 
its business or by applicable law, a s appropriate, and articles of 
organization shall be approved by the same authorization required to 
approve the conversion. 
 
I.  In a conversion of an entity to a domestic limited liability 
company under this section, rights or securities of or memberships 
or membership, economic or ownership interests in the entity that is 
to be converted to a domestic limited liability company may be 
exchanged for or converted into cash, property, or rights or 
securities of or interests in the domestic limited liability c ompany 
or, in addition to or in lieu thereof, may be exchanged for or 
converted into cash, property or rights or securities of or 
memberships or membership, economic or ownership interests in 
another domestic limited liability company or other entity. 
 
J.  The provisions of this section shall not be construed to 
limit the accomplishment of a change in the law governing, or the 
domicile of, an entity to this state by any other means provided for 
in an operating agreement or other agreement or as otherwise 
permitted by law including by the amendment of an operating 
agreement or other agreement. 
 
K.  Nothing in this section shall be deemed to authorize the 
conversion of a charitable entity into a domestic limited liability 
company, if the charitable status of s uch entity would thereby be 
lost or impaired. 
 
SECTION 11.     AMENDATORY     18 O.S. 2021, Section 2054.2, is 
amended to read as follows: 
 
Section 2054.2. 
 
CONVERSION OF A LIMITED LIABILITY COMPANY TO AN ENTITY 
   
 
ENR. S. B. NO. 649 	Page 27 
A.  A domestic limited lia bility 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 liability company, a domestic or 
foreign corporation including a public benefit corporation , a 
domestic or foreign partnership whether general or limited, and 
including a limited l iability 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 authori zed as specified in the operating 
agreement. 
 
C.  If the operating agreement does not specify the manner of 
authorizing a conversion of the limited liability company and does 
not prohibit a conversion of the limited liability company, 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 company or a 
merger or consolidation that involves the limited liability company 
as a constituent party and does not prohibit a conversion of the 
limited liability company, the convers ion shall be authorized by the 
approval of a majority of the membership interest or, if there is 
more than one class or group of members, then by a majority of the 
membership interest in each class or group of members.  
Notwithstanding the foregoing, in ad dition to any other 
authorization required by this section, if the entity into which the 
limited liability company is to convert does not afford all of its 
interest holders protection against personal liability for the debts 
of the entity, the conversion m ust be authorized by any and all 
members who would be exposed to personal liability.   
 
ENR. S. B. NO. 649 	Page 28 
 
E.  Unless otherwise agreed, the conversion of a domestic 
limited liability company to another entity pursuant to this section 
shall not require the limited liability com pany to wind up its 
affairs or pay its liabilities and distribute its assets, and the 
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 secti on, rights or securities of or interests 
in the domestic limited liability company which are to be converted 
may be exchanged for or converted into cash, property, rights or 
securities of or memberships or membership, economic or ownership 
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 entity to which the 
limited liability company is converting 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 with 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 name under which its articles of organization were 
originally filed; 
 
2.  The date of filing of its original articles of organization 
with the Secretary of State; 
 
3.  The name and type of entity to which the limited liability 
company is converting and its jurisdiction 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   
 
ENR. S. B. NO. 649 	Page 29 
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 sta te in any action, suit or proceeding for 
enforcement of any obligation of the foreign entity arising while it 
was a domestic limited liability 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 process shall be mailed to it by the 
Secretary of State; and 
 
7.  If the domestic entity to which the domestic limited 
liability company is converting was required to make a fi ling with 
the Secretary of State as a condition of its formation, the type and 
date of such filing. 
 
H.  Upon the filing of a conversion notice with the Secretary of 
State, whether under subsection G of this section or under the 
governing act of the domest ic entity to which the limited liability 
company is converting, the filing of any formation document required 
by the governing act of the domestic 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 has filed all documents and paid 
all required fees, and thereupon the domestic limited liability 
company shall cease to exist as a limited liability company 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 cessation of it s 
existence as a domestic limited liability company shall not be 
deemed to affect any obligations or liabilities of the limited 
liability company incurred before the conversion or the personal 
liability of any person incurred before the conversion, nor sha ll it 
be deemed to affect the choice of law applicable to the limited   
 
ENR. S. B. NO. 649 	Page 30 
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 entity shall be deemed to be the 
same entity as the limited liability company.  All of the rights, 
privileges and powers of the domestic limited liability company that 
has converted, and all property, real, personal and mixed, and all 
debts due to the limited liability c ompany, as well as all other 
things and causes of action belonging to the limited liability 
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 a ny real property vested by deed or 
otherwise in the domestic limited liability company shall 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 shal l be preserved unimpaired, and all debts, 
liabilities and duties of the limited liability company that has 
converted shall remain attached to the 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 contracted by it in its capacity as the 
entity.  The rights, privileges, powers and interests in property of 
the domestic limited liability company that has converted, as wel l 
as the debts, liabilities and duties of the limited liability 
company, shall not be deemed, 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 the laws of thi s state. 
 
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   
 
ENR. S. B. NO. 649 	Page 31 
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 division of the limited 
liability company, any p lan of division, any transfer to or 
domestication in any jurisdiction by the limited 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: 
 
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 or more designated series of members, managers, 
membership interests or assets.  Any such series may have separate 
rights, powers or duties with respect to specified property or 
obligations of the limited liability company or profits and losses 
associated with specified property or obligations, and any such 
series may have a separate business purpose or investment 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 accordance with this subsection is a 
protected series. Notwithstanding anything to the contrary set 
forth in the Oklahoma Limited Liability Company Act or under other 
applicable law, if an operating agreement 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 t he assets 
associated with such series separately from the other assets of the 
limited liability company, or any other series thereof, and if the   
 
ENR. S. B. NO. 649 	Page 32 
operating agreement so provides, and if notice of the limitation on 
liabilities of a series as referenced in th is 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 to 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 thereof, and, unless 
otherwise provided in the operating agreement, none of the debts, 
liabilities, obligations and expenses i ncurred, 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 t hereto in an operating agreement or 
articles of organization shall (i) restrict a protected series or 
limited liability company on behalf of a protected series from 
agreeing in the operating agreement or otherwise that any or all 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 such protected series; or (ii) 
restrict a limited liab ility company from agreeing in the operating 
agreement or otherwise that any or all of the debts, liabilities, 
obligations, and expenses incurred, contracted for , or otherwise 
existing with respect to a protected series shall be enforceable 
against the assets of the limited liability company generally.  
Assets associated with a protected series may be held directly or 
indirectly, including in the name of such series, in the name of the 
limited liability company, through a nominee or otherwise.  Records 
maintained for a protected series that reasonably identify its 
assets, including by specific listing, category, type, quantity, 
computational or allocational formula or procedure , including a 
percentage or share of any asset or assets, or by any other method 
where the identity of such assets is objectively 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 organi zation 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 company 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   
 
ENR. S. B. NO. 649 	Page 33 
of the limited liability company be referenced 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 constitute notice of the limitation 
on liabilities of a protected series. As used in this act, a 
reference to assets o f a protected series includes assets associated 
with such series, and a reference to assets associated with a 
protected series includes assets of such series.  A reference to 
members or managers of a protected series includes members or 
managers associated with such series, and a reference to members or 
managers associated with a protected series includes 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 business, 
purpose or activity, regardless of whether or not for profit, with 
the exception of the business of a domestic insurer that a limited 
liability company may conduct in this state .  Unless otherwise 
provided in the an operating agreement, a protected series 
established in accordance with subsection B of this section 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 interests, and sue and be sued .; 
 
D. 2.  Except as otherwise provided by this act, no member or 
manager of a protected series shall be obligated personally for any 
debt, obligation, or liability of such series, 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 another 
agreement, a member or manager may agree to be obligated per sonally 
for any or all of the debts, obligations and liabilities of one or 
more protected series.; 
 
E. 3. An operating agreement may provide for classes or groups 
of members or managers associated with a protected series having 
such relative rights, power s and duties as the operating agreement 
may provide, and may make provision for the future creation in the 
manner provided in the operating agreement of additional classes or 
groups of members or managers associated with the series having such   
 
ENR. S. B. NO. 649 	Page 34 
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 agreement may provide for the taking of an 
action, including the amendment of the operating agreement, without 
the vote or approval of any member or manager or class or group of 
members or managers, including an action to create under the 
provisions of the operating agreement a class or group of the a 
protected 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 protected series shall 
have no voting rights .; 
 
F. 4.  An operating agreement may gra nt to all or certain 
identified members or managers or a specified class or group of the 
members or managers associated with a protected series the right to 
vote separately or with all or any class or group of the members or 
managers associated with the se ries, on any matter.  Voting by 
members or managers associated with a protected series may be on a 
per capita, number, financial interest, class, group or any other 
basis.; 
 
G. 5.  Unless otherwise provided in an operating agreement, the 
management of a protected series shall be vested in the members 
associated with the series in proportion to their membership 
interest, with the decision of members owning a majority of the 
membership interest controlling; provided, however, that if an 
operating agreement pr ovides for the management of the a protected 
series, in whole or in part, by a manager, 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 operating 
agreement.  The mana ger of the a protected series shall also hold 
the offices and have the responsibilities accorded to the manager as 
set forth in an operating agreement.  A protected series may have 
more than one manager.  Subject to paragraph 3 of Section 2014 of 
this title, a manager shall cease to be a manager with respect to a 
protected series as provided in an operating agreement.  Except as 
otherwise provided in an operating agreement, any event under this 
chapter or in an operating agreement that causes a manager to c ease 
to be a manager with respect to a protected series 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 .;   
 
ENR. S. B. NO. 649 	Page 35 
 
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 established in accordance with subsection B of this 
section of a protected series becomes entitled to receiv e 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 establishment of a record date with respect 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 accor dance with 
subsection B of this section .  A limited liability company shall not 
make a distribution with respect 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 t he 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 limited 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 which the recourse of creditors is 
limited shall be included in the a ssets associated with the series 
only to the extent that 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 known 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 receives 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 the distribution violated this 
subsection paragraph, shall not be liable for the amount of the 
distribution.  Subject to subsection C of Section 2040 of this   
 
ENR. S. B. NO. 649 	Page 36 
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 of a 
distribution.; 
 
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 o f all of the member’s 
capital interest with respect to the series.  Except as otherwise 
provided in an operating agreement, any event under this chapter or 
an operating agreement that causes a member to cease to be 
associated with a protected series shall not, in itself, cause the 
member to cease to be associated with any other series or terminate 
the continued membership of a member in the limited liability 
company or cause the termination of the protected series, regardless 
of whether the member was the l ast remaining member associated with 
the series.; 
 
K. 9.  Subject to Section 2037 of this title, except to the 
extent otherwise provided in the operating 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 Section 2037 of this title or 
otherwise upon the first to occur of the following: 
 
1.  At  
 
a. at the time specified in the operating agreement ;, 
 
2.  Upon 
 
b. upon the happening of events specified in the 
operating agreement;, 
 
3.  Unless 
   
 
ENR. S. B. NO. 649 	Page 37 
c. unless otherwise provided in the operating agreement, 
upon the affirmative vote or written consent of the 
members of the limited liability company associated 
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 with 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 operating 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 mem bers associated 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 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 subsection B 
of this section, the district court, upon cause shown, may wind up 
the affairs of the a protected series upon application of any member 
or manager associated with the series, or the member ’s personal 
representative or assignee, and in connection therewith, may appoint 
a liquidating trustee.  The persons winding up the affairs of a 
protected 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 this title.  The persons 
winding up the affairs of a protected series shall provide for the 
claims and obligations of the series and distribute the assets of 
the series as provided in Section 2040 of this title, which s ection 
shall apply to the winding up and distribution of assets of a   
 
ENR. S. B. NO. 649 	Page 38 
protected series.  Actions taken in accordance with this subsection 
shall not affect the liability of members and shall not impose 
liability on a liquidating trustee .; 
 
M. 11.  On application by or for a member or manager associated 
with a protected series established in accordance with subsection B 
of this section, the district court may decree termination of the 
series whenever it is not reasonably practicable to carry on the 
business of the series in conformity with an operating agreement ; 
and 
 
12.  For all purposes of the laws of this state, a protected 
series is an association, regardless of the number of members or 
managers, if any, of such series.  An operating agreement does not 
need to use the term “protected” when referencing series or to re fer 
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 is governed by an operating agr eement that 
establishes or provides for the establishment of designated series 
of members, managers, membership interests or assets having separate 
rights, powers or duties with respect 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 company.  In addition, the foreign limited 
liability company shall state on the application whether the debts, 
liabilities and obligations incurred, contracted for or otherwise 
existing with respect to a particular series, if any, shall be 
enforceable against the assets of the series only, and not against 
the assets of the foreign li mited liability company generally or any 
other series thereof, and whether any of the debts, liabilities, 
obligations and expenses incurred, contracted for or otherwise 
existing with respect to the foreign limited liability company 
generally or any other s eries thereof shall be enforceable 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: 
   
 
ENR. S. B. NO. 649 	Page 39 
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 agreement for 
a registered series, including a registered series resulting from 
the conversion of a protected series to a registered series, may 
continue to refer to Section 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 series is formed by 
the filing of articles of registered series in the Office of the 
Secretary of State. 
 
B.  Notice of the limitation on liabilities of a registered 
series as referenced in subsection 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 limitation on 
liabilities of a registered series as referenced in subsection C of 
this section shall be sufficient for all purposes of this subsection 
whether or not the limited liability compan y has formed any 
registered series when the notice is included in the articles of 
organization, and there shall be no requirement that (i) any 
specific registered series 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 this 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 Statutes 
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 cont ain the foregoing notice of the 
limitation on liabilities of a series is on file in the Office of 
the Secretary of State shall constitute notice of the limitation on 
liabilities of a registered series. 
 
C.  Notwithstanding anything to the contrary set fort h in this 
act or under other applicable law, to the extent the records 
maintained for a registered series account for the assets associated   
 
ENR. S. B. NO. 649 	Page 40 
with the series separately from the other assets of the limited 
liability company, or any other 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 operating 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 t he 
provisions of this subsection nor any provision pursuant thereto in 
an operating agreement, articles of organization , or articles of 
registered series shall (i) restr ict a registered series or limited 
liability company on behalf of a registered series from agreeing in 
the operating agreement or otherwise that any or all 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 registered series ; or (ii) restrict a limited 
liability company from agreeing in the operating agreement or 
otherwise that any or all of the debts, liabilities, obligations , 
and expenses incurred, contracted for , or otherwise existing with 
respect to a registered series shall be 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 company, through a nominee , or otherwise.  Records 
maintained for a registered series that reasonably identify its 
assets, including by specific listing, category, type, quantity, 
computational or allocational formula or procedure including a 
percentage or share of any asset or assets , or by any other method 
where the identity of the assets is objectively determinable, will 
be deemed to account for the assets associated with the series 
separately from the other assets of the limited liability company, 
or any other series thereof.  As used in this act, a reference to 
assets of a registered series includes assets associated with the 
series, a reference to assets associated with a registered series 
includes assets of the series, a reference to members or managers of 
a registered series includes members or managers associated with the 
series, and a reference to members or managers assoc iated with a   
 
ENR. S. B. NO. 649 	Page 41 
registered series includes members or managers of the series.  The 
following shall apply to a registered series: 
 
1.  A registered series may carry on any lawful business, 
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 registered series 
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 interests, and sue and be sued ; 
 
2.  Except as otherwise provided by this act, no member or 
manager of a registered series shall be obligated 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.  Notwithstanding the preceding 
sentence, under an operating agreement or under another agreement, a 
member or manager may agree to be obligated personally for any or 
all of the debts, obligations , and liabilities of one or more 
registered series; 
 
3.  An operating agreement may provide for classes 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 associated with the series having the 
relative rights, power s, 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 agreement may provide for the taking of an 
action, including the amendment of the operating agreement, without 
the vote or approval of any member , manager, or class or group of 
members or managers, including an action to create under the 
provisions of the operating 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 ce rtain 
identified members or managers or a specified class or group of the   
 
ENR. S. B. NO. 649 	Page 42 
members or managers associated with a registered 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 m atter.  Voting by 
members or managers associated with a registered series may be on a 
per capita, number, financial interest, class, group , or any other 
basis; 
 
5.  Unless otherwise provided in an operating agreement, the 
management of a registered series shall be vested in the members 
associated with the series in proportion to the then current 
percentage or other interest of members in the profits of the series 
owned by all of the members associated with the series, the decision 
of members owning a majori ty of the percentage or other interest in 
the profits controlling; provided, however, that if an operating 
agreement provides for the management of a registered series, in 
whole or in part, by a manager, 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 operating agreement.  The 
manager of a registered series 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 Section 2014 of Title 18 of the Oklahoma 
Statutes, a manager shall cease to be a manager with respect 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 series 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 o f 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 ti me a 
member of a registered 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 establishment of a record date with respect to 
allocations and distributions with respect to a registered series ; 
 
7.  Notwithstanding subsection A of Section 2030 of Title 18 of 
the Oklahoma Statutes , a limited liability comp any may make a   
 
ENR. S. B. NO. 649 	Page 43 
distribution with respect to a registered series.  A limited 
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 distr ibution, 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 limited to 
specified property of the series, exceed the fai r 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 which the 
recourse of creditors is limited shall be included in the assets 
associated with the series only to the exte nt that 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 
paragraph, and who knew at the time of the distribution that the 
distribution violated thi s paragraph, shall be liable to the 
registered series for the amount of the distribution.  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 Section 2031 of Title 18 of the Oklahoma 
Statutes, which shall apply to any distribution made with respect to 
a registered series under this paragraph, this paragraph shall not 
affect any obligation or liability of a member under an agreement or 
other applicable law for the amount of a distribution ; 
 
8.  Unless otherwise provided in the operating agreement, a 
member shall cease to be associated with a registered 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 
membership interest with respect to the series.  Except 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 itself, cause the member to 
cease to be associated with any other series or terminate the 
continued membership of a member in the limited liability co mpany or 
cause the dissolution of the registered series, regardless of   
 
ENR. S. B. NO. 649 	Page 44 
whether the member was the last remaining member associated with the 
series; 
 
9.  Subject to Section 2037 of Title 18 of the Oklahoma 
Statutes, except to the extent otherwise provided i n the operating 
agreement, a registered series may be dissolved and its affairs 
wound up without causing the dissolution of the limited liability 
company.  The dissolution of a registered series shall not affect 
the limitation on liabilities of the series provided by this 
subsection.  A registered series is dissolved and its affairs shall 
be wound up upon the dissolution of the limited liability company 
under Section 2037 of Title 18 of the Oklahoma Statutes or otherwise 
upon the first to occur of the follo wing: 
 
a. at the time specified in the operating 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 limited 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 2039 of Title 18 of the Oklahoma 
Statutes, unless otherwise provided in the operating agreement, a 
manager associated with a registered series who has not wrongfully 
dissolved the series or, if none, the members as sociated 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 series; but the district court, upon cause shown, 
may wind up the affairs of a registered series upon application of 
any member or manager associated with the series, or the member ’s 
personal representative or as signee, and in connection therewith, 
may appoint a liquidating trustee.  The persons winding up the   
 
ENR. S. B. NO. 649 	Page 45 
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 winding up the affairs of a 
registered series shall provide for the claims and obligations of 
the series and distribute the assets of the series as provided in 
Section 2039 of Title 18 of the Oklahoma Statutes , which section 
shall apply to the winding up and distribution of assets of a 
registered series.  Actions taken in accordance with this paragraph 
shall not affect the liability of members and shall not impose 
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 reasonab ly practicable 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 se ries. 
 
D.  To form a registered series of a limited 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 compa ny, 
 
(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 
   
 
ENR. S. B. NO. 649 	Page 46 
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 Oklahoma Statutes 
and shall be filed in the Office of the Secretary of State in 
accordance with Section 2007 of Title 18 of the Oklahoma Statutes .  
Articles of registered series shall be effective as of the effective 
time of the filing unless a later effective date or time, which 
shall be a date or time cer tain, 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 limited liability 
company.  The filing of articles of registered series in the office 
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 regis tered 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 registered 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 filed 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   
 
ENR. S. B. NO. 649 	Page 47 
registered series, the articles of amendment shall be effective at 
the time of filing with the Secretary of State . 
 
7.  The articles of registe red series shall be canceled upon the 
cancellation of the articles 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 f uture effective 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 regist ered series if the registered series is 
not the surviving or resulting registered series in a merger or 
consolidation, or upon the future effective date or time of the 
articles of merger or consolidation of the registered series if the 
registered series is not the surviving or resulting registered 
series in a merger or consolidation, or upon the filing of the 
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 registered series.  Articles of dissolution of the 
articles of registered series shall set forth: 
 
a. the name of the limited liability company , 
 
b. the name of the registered series , 
 
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 
   
 
ENR. S. B. NO. 649 	Page 48 
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 bef ore the dissolution or the completion of 
winding up of a registered series may be corrected as an erroneously 
executed articles of dissolution by filing with the Office of the 
Secretary of State articles 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 limited liability company has 
ceased to be in good standing. 
 
SECTION 15.     NEW LAW     A new section of law to be codified 
in the Oklahoma Statutes as 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 limited liability company 
may convert to a registered series of the domestic limited liability 
company by complying with this section and filin g 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 executed in accordance with Section 2006 of 
Title 18 of the Oklahoma Statutes; 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 accordance with Section 2006 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 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   
 
ENR. S. B. NO. 649 	Page 49 
subsection C of Section 2007 of Title 18 of the Oklahoma Statutes .  
Upon the filing of a certificate of conversion of protected series 
to registered series, or up on the future effective date or time of a 
certificate of conversion of protected series to registered series, 
the protected series with respect to which such filing is made is 
converted to a registered series with the effect provided in this 
section.  An existing series may not become a registered series 
other than under this section. 
 
B.  If the operating agreement specifies the manner of 
authorizing a conversion of a protected series of the limited 
liability company to a registered series of the limited l iability 
company, the conversion of a protected series to a registered 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 protected series of the limi ted liability company to 
a registered series of the limited liability company and does not 
prohibit a conversion of a protected series to a registered series, 
the conversion shall be authorized by members of the protected 
series who own a majority of the t hen current percentage or other 
interest in the profits of the protected series owned by all of the 
members of the protected series. 
 
C.  Unless otherwise agreed, the conversion of a protected 
series of a limited liability company 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 under Section 2039 or 
Section 2054.4 of Title 18 of the Oklahoma Statutes or pay its 
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 no t constitute a 
dissolution of the limited liability company or a termination of the 
protected series.  When a protected series of a limited liability 
company has converted to a registered 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 the existence of the protected series 
in the form of the registered series. 
   
 
ENR. S. B. NO. 649 	Page 50 
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 securities of or 
interests in the protected series which is to be converted may b e 
exchanged for or converted into cash, property, rights , or 
securities of, or interests in, the registered series into which the 
protected series is being converted or, in addition to or in lieu 
thereof, may be exchanged for or converted into cash, proper ty, 
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 section, articles of conversion of a 
protected series to a registered series 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 conversio n 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 organization were 
originally filed; 
 
2.  The name of the protected series and, if i t has been 
changed, the name of the protected series as originally established; 
 
3.  The name of the registered series as set forth in its 
articles of registered series filed in accordance with subsection A 
of this section; 
 
4.  The date of filing of the o riginal articles of organization 
of the limited liability company with the Secretary of State; 
 
5.  The date on which the protected series was established; 
 
6.  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 a protected series to a 
registered series; and 
 
7.  That the conversion has been approved in accordance with 
this section.   
 
ENR. S. B. NO. 649 	Page 51 
 
F.  A copy of the articles of conversion of a protected s eries 
to a registered series certified by the Secretary of State shall be 
prima facie evidence of the conversion by the protected series to a 
registered series of the limited liability company. 
 
G.  When any conversion shall have become effective under thi s 
section, for all purposes of the laws of th is 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 series .  The 
title to any real property vested by deed or otherwis e 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 liens upon 
any property of the protected series shall be preserved unimpaired, 
and all debts, liabilities , and duties of the pro tected 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 contract ed 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 conse quence of the 
conversion, to have been transferred to the registered series to 
which the protected series of the limited liability company has 
converted for any purpose of the laws of th is state. 
 
H.  An operating agreement may provide that a protected ser ies 
of a limited liability company shall 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 to be codified 
in the Oklahoma Statutes as Section 2054.7 of Title 18, unless there 
is created a duplication in numbering, reads as follows: 
 
CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES 
   
 
ENR. S. B. NO. 649 	Page 52 
A. Upon compliance with this section, a registered series of a 
domestic limited liability 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 registered series to a protected serie s, 
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 of the 
members of the registered series. 
 
C.  Unless otherwise agreed, the conversion of a registered 
series of a limited liability company to a protected series of the 
limited liability company under this section shall not require the 
limited liability company or the registered series of the limited 
liability company to wind up its affairs under Section 203 9 of Title 
18 of the Oklahoma Statutes 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 limited 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 liabilit y 
company has converted to a protected series of the limited liability 
company under this section, for all purposes of the laws of th is 
state, the protected series is deemed to be the same series as the 
converting registered series and the 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 to protected series of the limited 
liability company under this section, rights or securities of or   
 
ENR. S. B. NO. 649 	Page 53 
interests in the registered series which is to be converted 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 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 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 Statutes shall be filed in 
the Office of the Secretary of S tate in accordance with Section 2007 
of Title 18 of the Oklahoma Statutes .  The articles of conversion of 
registered series to protected series shall state: 
 
1.  The name of the limited liability company and, if it has 
been changed, the name under which it s 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 registered series and, if it has been 
changed, the name un der which its articles of registered series were 
originally filed; 
 
4.  The date of filing of its original 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 conv ersion if it is not to be effective upon 
the filing of the articles of conversion of registered series to 
protected series; and 
 
6.  That the conversion has been approved in accordance with 
this section. 
 
F.  Upon the filing of a certificate of conversion 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   
 
ENR. S. B. NO. 649 	Page 54 
converted to a protected series with the effect pro vided in this 
section.  A copy of the articles of conversion of registered series 
to protected series certified 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 become effective under this 
section, for all purposes of the laws of th is state, all of the 
rights, privileges, and powers of the registered series that has 
converted, and all property, real, personal , and mixed, and all 
debts due to the registered series, as well as all other things and 
causes of action belonging to the registered series, shall remain 
vested in the protected series to which the registered series has 
converted and shall be the property of the protected series.  The 
title to any real property vested by deed or otherwise in 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 the registered series sha ll be preserved unimpaired, 
and all debts, liabilities , and duties of the registered series that 
has converted shall remain attached to the protected 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 as the 
protected series.  The rights, privileges, powers , and interests in 
property of the registered series 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 protected series to which the registered series 
of the limited liability company has converted for any purpose of 
the laws of this state. 
 
H.  An operating agreement may provide that a registered series 
of a limited liability 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: 
 
MERGER AND CONSOLIDATION OF REGISTERED SERIES 
   
 
ENR. S. B. NO. 649 	Page 55 
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 limited liability company with 
such registered series as the agreement 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 registered series which is to merge or 
consolidate 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 of the members of the registered 
series.  In connection with a merger or consolidation hereunder, 
rights or securities of, or interests in, a registered seri es which 
is a constituent party to the merger or consolidation may be 
exchanged for or converted into cash, property, rights , or 
securities of, or interests in, the surviving or resulting 
registered series or, in addition to or in lieu thereof, may be 
exchanged for or converted into cash, property, 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 the merger or consolidation, may remain 
outstanding, or may be canceled. Notwithstanding prior approval, an 
agreement of merger or consolidation may be terminated or amended 
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 registered series surviving or resulting in or 
from the merger or consolidation shall file articles of merger or 
consolidation of registered series executed by one or more 
authorized persons on be half of the registered series when it is the 
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 which is to me rge or 
consolidate and the name of the limited liability company that 
formed the registered series; 
 
2.  That an agreement of merger or consolidation has been 
approved and executed by or on behalf of each registered series 
which is to merge or consolidate; 
   
 
ENR. S. B. NO. 649 	Page 56 
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 tim e, which shall be a date or 
time certain, of the merger or consolidation if it is not to be 
effective upon the filing of the articles of merger or consolidation 
of registered series ; 
 
6.  That the agreement of merger or consolidation is on file at 
a place of business of the surviving or resulting registered series 
or the limited liability 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 registered series, on 
request and without cost, to any member of any registered series 
which is to merge or consolidate. 
 
C.  Unless a future effective date o r 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 ser ies. 
 
D.  Articles of merger or consolidation of registered 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 consolidat ion of 
registered series that set forth any amendment in accordance with 
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, and no further action shall be requir ed to amend 
the articles of registered series of the surviving registered series 
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 m erger or consolidation 
of registered series, such requirement is deemed satisfied by the 
filing of an agreement of merger or consolidation containing the   
 
ENR. S. B. NO. 649 	Page 57 
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 th is subsection shall be 
effective at the effective time or date of the merger or 
consolidation and shall b e effective notwithstanding any provision 
of the operating agreement relating to amendment of the operating 
agreement, other than a provision that by its terms 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 the accomplishment of a merger or of any of the 
matters referred to herein by any other means provided for in an 
operating agreement or other agreement or as otherwise permitted by 
law, including that the operating agreement relating to any 
constituent registered series to the merger or consolidation, 
including a registered series formed for the purpose of consummating 
a merger or consolidation, shall be the operating agreement of the 
surviving or resulting registered series. 
 
F.  When any merger or consolidation shall have become effective 
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 merg ed 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 action belonging 
to each of the registered series, shall be vested in the surviving 
or resulting registered series, and shall thereafter be the property 
of the surviving or resulting registered series as they were of each 
of the registered series that have merged or consolidated .  The 
title to any real property vested by 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 preserved 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   
 
ENR. S. B. NO. 649 	Page 58 
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 
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 consolidat ion, 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 ; 
 
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 co mpany, 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 d ate of the division and 
shall comply with paragraph 3 of subsection G of this section ;   
 
ENR. S. B. NO. 649 	Page 59 
 
5.  “Organizational documents ” 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 thi s section, be divided into 
two or more domestic limited liability companies.  The division of a 
domestic limited liability company in accordance with this section 
and, if applicable, the resulting cessation of the existence of the 
dividing company under ar ticles 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 enforceability of any 
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 division 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 s pecify the 
manner of adopting a plan of division and does not prohibit a 
division of the limited liability company, the plan of division 
shall be adopted in the same manner as is specified in the operating 
agreement for authorizing a merger or consolidatio n 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 tha t involves the limited 
liability company as a constituent party and does not prohibit a   
 
ENR. S. B. NO. 649 	Page 60 
division of the limited liability company, the adoption of a plan of 
division shall be authorized by the approval of members who own a 
majority of the then current perc entage or other interest in the 
profits of the dividing company owned by all of the members.  
Notwithstanding prior approval, a plan of division may be terminated 
or amended under a provision for the termination or amendment 
contained in the plan of divisi on. 
 
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 assets under Section 2040 of 
Title 18 of the Oklahoma Statutes , and the division shall not 
constitute a dissolution of the limited liability company. 
 
E.  In connection with a division under this section, rights o r 
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 lieu 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 accordance with subsection C 
of this section: 
 
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 operatin g agreement for the dividing company, if 
it is a surviving company in the division, or adoption of an 
operating agreement for each resulting company made under the 
foregoing sentence shall be effective at the effective time or date   
 
ENR. S. B. NO. 649 	Page 61 
of the division.  Any am endment 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: 
 
a. any conversion or exchange of the m embership 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 limit ed 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, rights, series, 
debts, liabilities, and duties of the dividing company 
among the division companies; 
 
2.  The name of each resulting company and, if the dividing 
company will survive the division, the name of the surviving 
company; 
 
3.  The name and business address of a divisio n 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 contact ’s receipt of a written   
 
ENR. S. B. NO. 649 	Page 62 
request from any creditor of the dividing company, the name and 
business address of the division co mpany to which the claim of the 
creditor was allocated under the plan of division; and 
 
4.  Any other matters that the dividing company determines to 
include therein. 
 
H.  If a domestic limited liability company divides under this 
section, the dividing com pany shall file articles of division 
executed by one or more 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 division company; 
 
4.  The name and business address of the division contact 
required by paragraph 3 of subsection G of this section; 
 
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 approved 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; 
   
 
ENR. S. B. NO. 649 	Page 63 
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 the 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 ti me 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. 
 
J.  The articles of division sh all 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 as 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 s urviving 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 di vision,   
 
ENR. S. B. NO. 649 	Page 64 
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 
domestic limited liability 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 without 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 p lan 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 t he division 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 contra cted 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 jurisdicti on 
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 dividing 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 ; 
   
 
ENR. S. B. NO. 649 	Page 65 
7.  It shall not be nece ssary for a plan of division to list 
each individual asset, property, right, series, debt, liability , or 
duty of the dividing company to be allocated to a division company 
so long as the assets, property, rights, series, debts, liabilities , 
or duties so allocated are reasonably identified by any method where 
the identity of the assets, property, rights, series, debts, 
liabilities, or duties is objectively determinable ; 
 
8.  The rights, privileges, powers , and interests in property of 
the dividing company th at have been allocated 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 company for any purpose of 
the laws of this state; and 
 
9.  Any action or proceeding pending against a dividing company 
may be continued against the surviving company as if the division 
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 t he 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 th is act or as otherwise permitted by law. 
 
O.  All limited liability companies formed on or after 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 dividing 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   
 
ENR. S. B. NO. 649 	Page 66 
dividing company with or into another party, or the transfer of 
assets by the dividing company to another party, then the 
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 collect 
the following fees: 
 
1.  For filing the original articles of organization, a fe e 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 division 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 dissolution and issuing a certificate 
of cancellation, a fee of Fifty Dollars ($50.00); 
 
5.  For filing a certificate of correction 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 whatsoever, a fee 
of Ten Dollars ($10.00); 
 
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);   
 
ENR. S. B. NO. 649 	Page 67 
 
9.  For filing a change of address for an individual, 
corporation, limited liabi lity company or limited partnership 
designated by a limited liability company 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 corporation within any bulk filing; 
 
10.  For filing an application for registration as a foreign 
limited liability company, a fee of Three Hundred Dollars ($300.00); 
 
11.  For filing an application of withdrawal as provided in 
Section 2047 of this title, a fee of One Hundred Dollars ($100.00); 
 
12.  For any service of notice, demand, 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 such service to be made if such party 
prevails therein; and 
 
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 State. 
 
All fees shall be properly accounted for and shall be paid into 
the State Treasury monthly.  All fees r eceived by the Secretary of 
State pursuant to the provisions of this section shall be paid to 
the credit of the Revolving Fund for the Office of the Secretary 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 limited liability company or registered 
series for which the Secretary of State acts as the registered agent   
 
ENR. S. B. NO. 649 	Page 68 
that fails to pay the registered agent fee by the due date 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, Section 2055.2, is 
amended to read as follows: 
 
Section 2055.2. 
 
ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILIT Y COMPANY AND 
REGISTERED SERIES AND FOREIGN LIMITED LIABILITY COMPANY 
 
A.  Every domestic limited liabil ity company and every foreign 
limited liability company registered to do business in this state 
shall file a certificate each 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 cancellation of 
the articles of organization 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 liability 
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 company or registered series that fails to 
file the annual certificate and pay the annual certificate fee 
within sixty (60) days after th e date due shall cease to be in good 
standing as a domestic limited liability company or registered 
series or registered as a foreign limited liability company or 
registered series in this state. 
   
 
ENR. S. B. NO. 649 	Page 69 
E.  Except for accepting a resignation of a registered agen t 
when a successor registered agent is not being appointed or an 
application for reinstatement, the Secretary of State shall not 
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 limited 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 maintain any action, suit or 
proceeding in any court of t his state 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.  An action, suit or proceeding may not be 
maintained in any court of this state by any successor or assignee 
of the domestic limited liability company or registered series or 
foreign limited liability company or registered series on any right, 
claim or demand arising out of the transaction 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 co mpany 
or registered series that has ceased to be registered in this state 
until the domestic limited 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 applicab le. 
 
SECTION 22.     AMENDATORY     18 O.S. 2021, Section 2055.3, is 
amended to read as follows: 
   
 
ENR. S. B. NO. 649 	Page 70 
Section 2055.3. 
 
REINSTATEMENT OF A LIMITED 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 registered agent fees, including 
a domestic limited liability company or registered series whose 
articles of organization or registered series have been canceled 
under subsection B of Section 2012.1 of Title 18 of the Oklahoma 
Statutes this title, or a foreign limited liability company or 
registered series whose registration was withdrawn for failure to 
file an annual certificate and pay the annual cer tificate fees or 
registered agent fees may apply to the Secretary of State for 
reinstatement by: 
 
1.  Filing all delinquent annual certificates with the Secretary 
of State and paying all delinquent annual certificate fees or paying 
all delinquent registere d agent fees to the Secretary of State; and 
 
2.  Filing an application for reinstatement with the Secretary 
of State stating its name at the time it ceased to be in good 
standing or was withdrawn, the date it ceased to be in good standing 
or was withdrawn, and its current name, if its name at the time it 
ceased to be in good standing or was withdrawn is no longer 
available under Section 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 information 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 accept 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 
title for domestic limited liability companies , Section 14 of this 
act for domestic registered series, or Section 2044 of Title 18 of 
the Oklahoma Statutes this title for foreign limited liability 
companies or foreign registered series .  If the limited liability 
company or registered series is required to change its name because 
its name at the time it ceased to be in good standing or was   
 
ENR. S. B. NO. 649 	Page 71 
withdrawn is no longer available, acceptance of the reinstatement 
shall constitute an amendment to the domestic limited liability 
company’s articles of organization or the domestic registered 
series’ articles of registered series to change its name or 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 organi zation of the domestic 
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 a dditional fee required in Section 
2055 of Title 18 of the Oklahoma Statutes this title for amendments; 
provided, that the application may not extend the term of a limited 
liability company or registered series that had expired before the 
application for reinstatement.  For purposes of this section, a 
foreign limited liability company or registered series applying for 
reinstatement is deemed to have done business continually in the 
state following the administrative withdrawal. 
 
B.  When reinstatement under this section has become effective, 
the reinstatement relates back to and takes 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 may 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 limited liability company or 
registered series or foreign limited l iability 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 shall not 
impair the validity on any contract, deed, mortgage, security 
interest, lien or act of the d omestic limited liability company or 
registered series or foreign limited liability company or registered 
series or prevent the domestic limited liability company or 
registered series or foreign limited liability company or registered 
series from defending any action, suit or proceeding with any court 
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   
 
ENR. S. B. NO. 649 	Page 72 
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, and which were not disposed of before its 
reinstatement, shall be vested in the limited liability c ompany 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 organization 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 domestic limited liability company or registered 
series or foreign limited liability 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 company 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 Section 2058.1 of Title 18, unless there 
is created a duplication in numbering, reads as follows: 
 
DOCUMENT FORM, SIGNATURE , AND DELIVERY. 
 
A.  Except as provided in subsection B of this section, without 
limiting the manner in which any act or transaction may be 
documented, or the manner in which a docu ment 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 d ocument; 
 
2.  Whenever the Oklahoma Limited Liability Company Act or an 
operating agreement requires or permits a signature, the signature   
 
ENR. S. B. NO. 649 	Page 73 
may be a manual, facsimile, conformed , or electronic signature. 
“Electronic signature ” means an electronic symbol or process that is 
attached to, or logically 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 provided in an operating agreement or 
agreed upon between the sender and recipient, an electronic 
transmission is delivered to a person for purposes of this title and 
an operating agreement when it enters an information processing 
system that the person ha s designated for the purpose of receiving 
electronic transmissions of the type delivered, so long as the 
electronic transmission is in a form capable of being processed by 
that system and such person is able to retrieve the electronic 
transmission.  Whethe r a person has so designated an information 
processing system is determined by the operating agreement or from 
the context and surrounding circumstances, including the party’s 
conduct.  An electronic transmission is delivered under this section 
even if no person is aware of its receipt.  Receipt of an electronic 
acknowledgement from an information processing system establishes 
that an electronic transmission was received but, by itself, does 
not establish that the content sent corresponds to the content 
received. 
 
This section shall not prohibit one or more 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 subsection or otherwise in accordance with this 
section.  This subsection shall apply solely for purposes of 
determining whether an act or transaction has been doc umented, and 
the document has been signed and delivered, in accordance with the 
Oklahoma Limited Liability Company Act or an operating agreement . 
 
B.  Subsection A of this section shall not apply to a document 
filed with or submitted to the Secretary of St ate, a county clerk, 
or a court or other judicial or governmental body of this state.  
This subsection shall not create any presumption about the lawful 
means to document a matter addressed by this subsection, or the 
lawful means to sign or deliver a docum ent addressed by this   
 
ENR. S. B. NO. 649 	Page 74 
subsection.  A provision of an operating agreement shall not limit 
the application of subsection A of this section unless the provision 
expressly restricts one or more of the means of documenting an act 
or transaction, or of signing o r delivering a document, permitted by 
subsection A of this section. 
 
C.  If any provision of this section is deemed to modify, limit , 
or supersede the Electronic Signatures in Global and National 
Commerce Act, 15 U.S.C. Section 7001 et. seq., the provision s of 
this section shall control to the fullest extent permitted by 
Section 7002(a)(2) of such act. 
 
SECTION 24.  This act shall become effective November 1, 2024. 
   
 
ENR. S. B. NO. 649 	Page 75 
Passed the Senate the 8th day of March, 2023. 
 
 
  
 	Presiding Officer of the S enate 
 
 
Passed the House of Representatives the 17th day of April, 2024. 
 
 
  
 	Presiding Officer of the House 
 	of Representatives 
 
OFFICE OF THE GOVERNOR 
Received by the Office of the Governor this _______ _____________ 
day of _________________ __, 20_______, at _______ o'clock _______ M. 
By: _________________________________ 
Approved by the Governor of the State of Oklahoma this _______ __ 
day of _________________ __, 20_______, at _______ o'clock _______ M. 
 
 	_________________________________ 
 	Governor of the State of Oklahoma 
 
 
OFFICE OF THE SECRETARY OF STATE 
Received by the Office of the Secretary of State this _______ ___ 
day of _________________ _, 20 _______, at _______ o'clock _______ M. 
By: _________________________________