Okla. Stat. tit. 18 § 2054.5

Current through Laws 2024, c. 453.

Section 2054.5 - [Effective 11/1/2024] 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 company 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 contain 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 forth in this act or under other applicable law, to the extent the records maintained for a registered series account for the assets associated 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 the provisions of this subsection nor any provision pursuant thereto in an operating agreement, articles of organization, or articles of registered series shall (i) restrict a registered series or 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 associated with a registered series includes members or managers of the series. The following shall apply to a registered series:

1. A registered series may 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, 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, 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 certain identified members or managers or a specified class or group of the 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 matter. 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 majority 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 of Title 18 of the Oklahoma Statutes, but subject to paragraphs 7 and 10 of this subsection, and unless otherwise provided in an operating agreement, at the time a member of a registered series becomes entitled to receive a distribution with respect to the series, the 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 company may make a 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 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 assets 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 paragraph, and who knew at the time of the distribution that the distribution violated this paragraph, shall be liable to the registered series for the amount of the 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 company or cause the dissolution of the registered series, regardless of 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 in 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 following:

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 associated with the series or a person approved by the members associated with the series, in either case, by members who own a majority of the then current percentage or other interest in the profits of the series owned by all of the members associated with the series, may wind up the affairs of the 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 assignee, and in connection therewith, may appoint a liquidating trustee. The persons winding up the affairs of a registered series may, in the name of the limited liability company and for and on behalf of the limited liability company and the series, take all actions with respect to the series as are permitted under subsection A of Section 2039 of Title 18 of the Oklahoma Statutes. The persons 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 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 registered series is an association, regardless of the number of members or managers, if any, of the series.

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 company,

(2) the name of the registered series, and

(3) the street address of its principal place of business, wherever located, and the name and street address of its registered agent which shall be identical to its registered office in this state, and

b. may include any other matter that the members of the registered series determine to include therein.

2. Articles of registered series shall be executed in accordance with Section 2006 of Title 18 of the 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 certain, is provided for in the articles of registered series. The articles of registered series are not an amendment to the articles of organization of the 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 registered series shall set forth:

a. the name of the limited liability company,

b. the name of the registered series, and

c. the amendment to the articles of 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 registered series, the articles of amendment shall be effective at the time of filing with the Secretary of State.

7. The articles of registered 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 future 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 registered 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

e. any other information the person filing the articles of dissolution of the articles of registered series determines.

8. Articles of dissolution that are filed in the Office of the Secretary of State before the 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.

Okla. Stat. tit. 18, § 2054.5

Added by Laws 2024, c. 121,s. 14, eff. 11/1/2024.