{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2039","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2039","heading":"Winding up business or affairs - Ways - Acts and","body":"transactions of member or manager - Presumptive notice.\n\nA. Except as otherwise provided in the articles of organization\n\nor operating agreement:\n\n1. The business or affairs of the limited liability company may\n\nbe wound up in one of the following ways:\n\na. by the managers, or\n\nb. if one or more of the members or managers have engaged\n\nin conduct that casts reasonable doubt on their\n\nability to wind up the business or affairs of the\n\nlimited liability company, or upon other cause shown,\n\nby the district court on application of any member,\n\nhis legal representative, or assignee; and\n\n2. The persons winding up the business or affairs of the\n\nlimited liability company may, in the name of, and for and on behalf\n\nof, the limited liability company:\n\na. prosecute and defend suits,\n\nb. settle and close the business of the limited liability\n\ncompany,\n\nc. dispose of and transfer the property of the limited\n\nliability company,\n\nd. discharge the liabilities of the limited liability\n\ncompany, and\n\ne. distribute to the members any remaining assets of the\n\nlimited liability company.\n\nB. Except as provided in subsections D and E of this section,\n\nafter an event causing dissolution of the limited liability company\n\nany manager can bind the limited liability company:\n\n1. By any act appropriate for winding up the limited liability\n\ncompany's affairs or completing transactions unfinished at\n\ndissolution; and\n\n2. By any transaction that would have bound the limited\n\nliability company if it had not been dissolved, if the other party\n\nto the transaction does not have notice of the dissolution.\n\nC. The filing of the articles of dissolution shall be presumed\n\nto constitute notice of dissolution for purposes of paragraph 2 of\n\nsubsection B of this section.\n\nD. An act of a manager or member that is not binding on the\n\nlimited liability company pursuant to subsection B of this section\n\nis binding if it is otherwise authorized by the limited liability\n\ncompany.\n\nE. An act of a manager or member that would be binding under\n\nsubsection B or would be otherwise authorized but that is in\n\ncontravention of a restriction on authority shall not bind the\n\nlimited liability company to persons having knowledge of the\n\nrestriction.","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":"e1f76945229807827751bbdf71a96cf176b96287404f00d2f05a203564f28746","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2038","next":"us-ok/okla.-stat.-tit.-18-18-2040"},"notice":"GroundRules: Original legal text. Not legal advice."}