{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2040","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2040","heading":"Distribution of assets upon winding up","body":"DISTRIBUTION OF ASSETS UPON WINDING UP\n\nA. Upon the winding up of a limited liability company, the\n\nassets shall be distributed as follows:\n\n1. Payment, or adequate provision for payment, shall be made to\n\ncreditors, including to the extent permitted by law, members who are\n\ncreditors, in satisfaction of liabilities of the limited liability\n\ncompany;\n\n2. Except as provided in writing in the articles of\n\norganization, operating agreement or other binding agreement, to\n\nmembers, any assignees, and any former members for the purchase,\n\nredemption or other acquisition of capital interests in satisfaction\n\nof liabilities for distributions authorized but not paid under\n\nSection 2030 of this title; and\n\n3. Except as provided in writing in the articles of\n\norganization or operating agreement or other binding agreement, to\n\nmembers, any assignees, and any former members for the purchase,\n\nredemption or other acquisition of capital interests first for the\n\nreturn of their contributions in proportion to their respective\n\ncontributions, and second respecting their capital interests or\n\nformer capital interests, in proportions in which the members,\n\nassignees and former members would share in any profits.\n\nB. A member, assignee or former member who receives a\n\ndistribution in violation of subsection A of this section, and who\n\nknew or should have known at the time of the distribution that the\n\ndistribution violated subsection A of this section, shall be liable\n\nto a limited liability company for the amount of the distribution.\n\nA member, assignee or former member who receives a distribution in\n\nviolation of subsection A of this section, and who did not know and\n\nhad no reason to know at the time of the distribution that the\n\ndistribution violated subsection A of this section, shall not be\n\nliable for the amount of the distribution. Subject to subsection C\n\nof this section, this subsection shall not affect any obligation or\n\nliability of a member, assignee or former member under an agreement\n\nor other applicable law for a distribution.\n\nC. Unless otherwise agreed, a member, assignee or former member\n\nwho receives a distribution from a limited liability company shall\n\nhave no liability under the Oklahoma Limited Liability Company Act\n\nor other applicable law for the amount of the distribution after the\n\nexpiration of three (3) years from the date of the distribution\n\nunless an action to recover the distribution from the member,\n\nassignee or former member is commenced before the expiration of the\n\nthree-year period and an adjudication of liability against the\n\nmember, assignee or former member is made in the action.","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":"9f21305739bd929cc7d8ef9f6160cc6511750065e086b2d5724ca83ceea302a2","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2039","next":"us-ok/okla.-stat.-tit.-18-18-2041"},"notice":"GroundRules: Original legal text. Not legal advice."}