Okla. Stat. tit. 18, § 18-2037: Dissolution - Activities after dissolution
Where this section sits in the code
- OK Code
- Title 18
A. A limited liability company is dissolved 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, if there is
more than one class or group of members, then by the written consent
of all of the members of each class or group;
4. At any time there are no members; provided, that the limited
liability company is not dissolved and is not required to be wound
up if:
a. unless otherwise provided in an operating agreement,
within ninety (90) days or such other period as is
provided for in the operating agreement after the
occurrence of the event that terminated the continued
membership of the last remaining member, the personal
representative of the last remaining member agrees in
writing to continue the limited liability company and
to the admission of the personal representative of the
member or its nominee or designee to the limited
liability company as a member, effective as of the
occurrence of the event that terminated the continued
membership of the last remaining member; provided,
that an operating agreement may provide that the
personal representative of the last remaining member
shall be obligated to agree in writing to continue the
limited liability company and to the admission of the
personal representative of the member or its nominee
or designee to the limited liability company as a
member, effective as of the occurrence of the event
that terminated the continued membership of the last
remaining member, or
b. a member is admitted to the limited liability company
in the manner provided for in the operating agreement,
effective as of the occurrence of the event that
terminated the continued membership of the last
remaining member, within ninety (90) days or such
other period as is provided for in the operating
agreement after the occurrence of the event that
terminated the continued membership of the last
remaining member, pursuant to a provision of the
operating agreement that specifically provides for the
admission of a member to the limited liability company
after there is no longer a remaining member of the
limited liability company; or
5. Entry of a decree of judicial dissolution under Section 2038
of this title.
B. A limited liability company continues in existence after
dissolution, regardless of whether articles of dissolution are
filed, but may carry on only activities necessary to wind up its
business or affairs and liquidate its assets under Sections 2039 and
2040 of this title.
Collected 2026-09-14T18:32:36Z. Source file · JSON