Okla. Stat. tit. 18, § 18-2040: Distribution of assets upon winding up

DISTRIBUTION OF ASSETS UPON WINDING UP

A. 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, operating agreement or other binding agreement, to

members, any assignees, and any former members for the purchase,

redemption or other acquisition of capital interests in satisfaction

of liabilities for distributions authorized but not paid under

Section 2030 of this title; and

3. Except as provided in writing in the articles of

organization or operating agreement or other binding agreement, to

members, any assignees, and any former members for the purchase,

redemption or other acquisition of capital interests first for the

return of their contributions in proportion to their respective

contributions, and second respecting their capital interests or

former capital interests, in proportions in which the members,

assignees and former members would share in any profits.

B. A member, assignee or former member who receives a

distribution in violation of subsection A of this section, and who

knew or should have known at the time of the distribution that the

distribution violated subsection A of this section, shall be liable

to a limited liability company for the amount of the distribution.

A member, assignee or former member who receives a distribution in

violation of subsection A of this section, and who did not know and

had no reason to know at the time of the distribution that the

distribution violated subsection A of this section, shall not be

liable for the amount of the distribution. Subject to subsection C

of this section, this subsection shall not affect any obligation or

liability of a member, assignee or former member under an agreement

or other applicable law for a distribution.

C. Unless otherwise agreed, a member, assignee or former member

who receives a distribution from a limited liability company shall

have no liability under the Oklahoma Limited Liability Company Act

or other applicable law for the amount of the distribution after the

expiration of three (3) years from the date of the distribution

unless an action to recover the distribution from the member,

assignee or former member is commenced before the expiration of the

three-year period and an adjudication of liability against the

member, assignee or former member is made in the action.