{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2037","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2037","heading":"Dissolution - Activities after dissolution","body":"A. A limited liability company is dissolved upon the earlier\n\nof:\n\n1. The occurrence of the latest date on which the limited\n\nliability company is to dissolve set forth in the articles of\n\norganization;\n\n2. The occurrence of events specified in writing in the\n\noperating agreement;\n\n3. The written consent of all of the members or, if there is\n\nmore than one class or group of members, then by the written consent\n\nof all of the members of each class or group;\n\n4. At any time there are no members; provided, that the limited\n\nliability company is not dissolved and is not required to be wound\n\nup if:\n\na. unless otherwise provided in an operating agreement,\n\nwithin ninety (90) days or such other period as is\n\nprovided for in the operating agreement after the\n\noccurrence of the event that terminated the continued\n\nmembership of the last remaining member, the personal\n\nrepresentative of the last remaining member agrees in\n\nwriting to continue the limited liability company and\n\nto the admission of the personal representative of the\n\nmember or its nominee or designee to the limited\n\nliability company as a member, effective as of the\n\noccurrence of the event that terminated the continued\n\nmembership of the last remaining member; provided,\n\nthat an operating agreement may provide that the\n\npersonal representative of the last remaining member\n\nshall be obligated to agree in writing to continue the\n\nlimited liability company and to the admission of the\n\npersonal representative of the member or its nominee\n\nor designee to the limited liability company as a\n\nmember, effective as of the occurrence of the event\n\nthat terminated the continued membership of the last\n\nremaining member, or\n\nb. a member is admitted to the limited liability company\n\nin the manner provided for in the operating agreement,\n\neffective as of the occurrence of the event that\n\nterminated the continued membership of the last\n\nremaining member, within ninety (90) days or such\n\nother period as is provided for in the operating\n\nagreement after the occurrence of the event that\n\nterminated the continued membership of the last\n\nremaining member, pursuant to a provision of the\n\noperating agreement that specifically provides for the\n\nadmission of a member to the limited liability company\n\nafter there is no longer a remaining member of the\n\nlimited liability company; or\n\n5. Entry of a decree of judicial dissolution under Section 2038\n\nof this title.\n\nB. A limited liability company continues in existence after\n\ndissolution, regardless of whether articles of dissolution are\n\nfiled, but may carry on only activities necessary to wind up its\n\nbusiness or affairs and liquidate its assets under Sections 2039 and\n\n2040 of this title.","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":"6f1566983b8c73d5a52db1c5fb67c00b297669d1d6d0329fa1d35a2b91b96619","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2036","next":"us-ok/okla.-stat.-tit.-18-18-2038"},"notice":"GroundRules: Original legal text. Not legal advice."}