Limited Liability Company – General – Oklahoma
Related Oklahoma Legal Forms
In Oklahoma, a limited liability company may be dissolved voluntarily or judicially. THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A limited liability company is dissolved and its affairs must be wound up upon the earlier of:
1. The occurrence of the latest date on which the limited liability company is to dissolve set forth in the articles of organization;
2. The occurrence of events specified in writing in the operating agreement;
3. The written consent of all of the members; or
4. Entry of a decree of judicial dissolution under § 2038.
Except as otherwise provided in the articles of organization or operating agreement, the business or affairs of the limited liability company may be wound up in one of the following ways:
a. by the managers, or
b. if one or more of the members or managers have engaged in conduct that casts reasonable doubt on their ability to wind up the business or affairs of the limited liability company, or upon other cause shown, by the district court on application of any member, his legal representative, or assignee.
The persons winding up the business or affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company:
a. prosecute and defend suits.
b. settle and close the business of the limited liability company.
c. dispose of and transfer the property of the limited liability company.
d. discharge the liabilities of the limited liability company, and
e. distribute to the members any remaining assets of the limited liability company.
After an event causing dissolution of a limited liability company, any manager can bind the limited liability company:
1. By any act appropriate for winding up the limited liability company’s affairs or completing transactions unfinished at dissolution; and
2. By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
The filing of the articles of dissolution is presumed to constitute notice of dissolution.
An act of a manager or member that is not binding on the limited liability company pursuant to statute is binding if it is otherwise authorized by the limited liability company.
An act of a manager or member that would be binding or would be otherwise authorized but that is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.
Upon the winding up of a limited liability company, the assets shall be distributed as follows:
1. Payment, or adequate provision for payment, shall be made to creditors, including to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company;
2. Except as provided in writing in the articles of organization or operating agreement, to members or former members in satisfaction of liabilities for distributions under §§ 2026 and 2027; and
3. Except as provided in writing in the articles of organization or operating agreement, to members and former members first for the return of their contributions and second respecting their membership interests, in proportions in which the members share in distributions.
After the dissolution of the limited liability company, the limited liability company must file articles of dissolution in the Office of the Secretary of State. The articles of dissolution must set forth:
1. The name of the limited liability company;
2. The date of filing of its articles of organization;
3. The reason for filing the articles of dissolution;
4. The effective date of the articles of dissolution if they are not to be effective upon the filing; and
5. Any other information the members or managers filing the certificate determine.
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