Okla. Stat. tit. 18 § 2054.6

Current through Laws 2024, c. 453.

Section 2054.6 - [Effective 11/1/2024] 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 filing in the Office of the Secretary of State in accordance with Section 2007 of Title 18 of the Oklahoma Statutes:

1. Articles of conversion of protected series to registered series that have been 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 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 upon 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 liability 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 limited 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 then 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 not 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.

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 be 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, property, rights, or securities of, or interests in, any other business entity, may remain outstanding, or may be canceled.

E. If a protected series shall convert to a registered series in accordance with this 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 conversion of a protected series to a registered series shall state:

1. The name of the limited liability company and, if it has been changed, the name under which its articles of organization were originally filed;

2. The name of the protected series and, if it has been changed, the name of the protected series as originally established;

3. The name of the registered series as set forth in its articles of registered series filed in accordance with subsection A of this section;

4. The date of filing of the original 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.

F. A copy of the articles of conversion of a protected series 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 this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the protected series that has converted, and all property, real, personal, and mixed, and all debts due to the protected series, as well as all other things and causes of action belonging to the protected series, shall remain vested in the registered series to which the protected series has converted and shall be the property of the registered series. The title to any real property vested by deed or otherwise in the protected series shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of the protected series shall be preserved unimpaired, and all debts, liabilities, and duties of the protected series that has converted shall remain attached to the registered series to which the protected series has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the registered series. The rights, privileges, powers, and interests in property of the protected series that has converted, as well as the debts, liabilities, and duties of the protected series, shall not be deemed, as a consequence of the conversion, to have 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 this state.

H. An operating agreement may provide that a protected series 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.

Okla. Stat. tit. 18, § 2054.6

Added by Laws 2024, c. 121,s. 15, eff. 11/1/2024.