{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2033","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2033","heading":"Assignability of membership interest","body":"ASSIGNABILITY OF MEMBERSHIP INTEREST\n\nA. Unless otherwise provided in an operating agreement:\n\n1. A membership interest is not transferable; provided,\n\nhowever, that a member may assign the capital interest associated\n\nwith a membership interest in whole or in part;\n\n2. An assignment of the capital interest associated with a\n\nmembership interest does not entitle the assignee to participate in\n\nthe management and affairs of the limited liability company or to\n\nbecome or to exercise any rights or powers of a member;\n\n3. An assignment entitles the assignee to share in profits and\n\nlosses, to receive any distribution or distributions and to receive\n\nthe allocation of income, gain, loss, deduction, or credit or\n\nsimilar item to which the assignor was entitled to the extent\n\nassigned;\n\n4. Unless the assignee of a capital interest in a limited\n\nliability company becomes a member , the assignor continues to be a\n\nmember and to have the power to exercise any rights of a member,\n\nunless the assignor is removed as a member either in accordance with\n\nthe operating agreement or, after having assigned all of the capital\n\ninterest, by an affirmative vote of the members who have not\n\nassigned their interests. The removal of an assignor shall not, by\n\nitself, cause the assignee to become a member;\n\n5. Until an assignee of a capital interest becomes a member,\n\nthe assignee has no liability as a member solely as a result of the\n\nassignment; and\n\n6. The assignor of a capital interest is not released from\n\nliability as a member solely as a result of the assignment.\n\nB. The operating agreement may provide that a member's interest\n\nin a limited liability company may be evidenced by a certificate of\n\nmembership interest issued by the limited liability company and also\n\nmay provide for the assignment or transfer of any membership\n\ninterest represented by such a certificate and may make other\n\nprovisions with respect to such certificates.\n\nC. Unless otherwise provided in the operating agreement, the\n\npledge of, or granting of a security interest, lien, or other\n\nencumbrance in or against any or all of the membership interest of a\n\nmember is not an assignment and shall not cause the member to cease\n\nto be a member or cease to have the power to exercise any rights or\n\npowers of a member.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"231515f8d36d7850c6aa881ebe4f4a0522eb82b8d11ecc1d6dd3cdec6c087ede","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2032","next":"us-ok/okla.-stat.-tit.-18-18-2034"},"notice":"GroundRules: Original legal text. Not legal advice."}