{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2036","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2036","heading":"Events causing cessation of membership - Withdrawal -","body":"Death or incapacity.\n\nEVENTS CAUSING CESSATION OF MEMBERSHIP; WITHDRAWAL;\n\nDEATH OR INCAPACITY\n\nA. A member has the power to withdraw as a member at any time,\n\nrightfully or wrongfully. A withdrawal is wrongful if the operating\n\nagreement does not specifically grant to the member a right to\n\nwithdraw or the member resigns from the member's managerial duties\n\nin a member-managed limited liability company. The wrongful\n\nwithdrawal shall constitute a breach of the operating agreement and\n\nthe limited liability company may recover from the withdrawing\n\nmember damages, including the reasonable cost of replacing the\n\nservices that the withdrawn member was obligated to perform. The\n\nlimited liability company may offset its damages against the amount\n\notherwise distributable to the member, in addition to pursuing any\n\nremedies provided for in the operating agreement or otherwise\n\navailable under applicable law. The limited liability company shall\n\nnot, however, be entitled to any equitable remedy that would prevent\n\na member from exercising the power to withdraw if such power is\n\npermitted in the operating agreement withdrawing from the limited\n\nliability company. Unless the operating agreement otherwise\n\nprovides, a member who has withdrawn shall be deemed an assignee\n\nwith respect to the interest.\n\nB. If a member who is an individual dies or a court of\n\ncompetent jurisdiction adjudges the member to be incompetent to\n\nmanage the member's person or property, the member's personal\n\nrepresentative shall have all of the rights of an assignee of the\n\nmember's interest. If a member is a corporation, trust or other\n\nentity and is dissolved or terminated, the powers of that member may\n\nbe exercised by its personal representative.\n\nC. If the sole member of a limited liability company dies or\n\ndissolves, or a court of competent jurisdiction adjudges the member\n\nto be incompetent or otherwise lacking legal capacity, the member's\n\npersonal representative accedes to the membership interest and\n\npossesses all rights, powers and duties associated with the interest\n\nfor the benefit of the incompetent member or the deceased member's\n\nestate.\n\nD. The operating agreement may provide for the expulsion of a\n\nmember, with or without cause, which shall include reasonable\n\nprovision for the buyout of the member's capital interest.","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":"f20198887cf7a758ab5757db57e9bdd61245d522fc28631e75b8badb2b19cb1f","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2035","next":"us-ok/okla.-stat.-tit.-18-18-2037"},"notice":"GroundRules: Original legal text. Not legal advice."}