{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.4","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.4","heading":"Series of members, managers or membership interests","body":"having separate rights - Personal obligation of member or manager.\n\nSERIES OF MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS HAVING SEPARATE\n\nRIGHTS - PERSONAL OBLIGATION OF MEMBER OR MANAGER\n\nA. An operating agreement may establish or provide for the\n\nestablishment of one or more designated series of members, managers,\n\nmembership interests or assets. Any such series may have separate\n\nrights, powers or duties with respect to specified property or\n\nobligations of the limited liability company or profits and losses\n\nassociated with specified property or obligations, and any such\n\nseries may have a separate business purpose or investment objective.\n\nNo provision of subsection B of this section or Section 14 of this\n\nact shall be construed to limit the application of the principle of\n\nfreedom of contract to a series that is not a protected or\n\nregistered series. Other than under Sections 15, 16, and 17 of this\n\nact, a series may not merge, consolidate, or convert under any\n\nsection of this title or any other statute of this state.\n\nB. A series established in accordance with this subsection is a\n\nprotected series. Notwithstanding anything to the contrary set\n\nforth in the Oklahoma Limited Liability Company Act or under other\n\napplicable law, if an operating agreement establishes or provides\n\nfor the establishment of one or more series, and to the extent the\n\nrecords maintained for any such series account for the assets\n\nassociated with such series separately from the other assets of the\n\nlimited liability company, or any other series thereof, and if the\n\noperating agreement so provides, and if notice of the limitation on\n\nliabilities of a series as referenced in this subsection is set\n\nforth in the articles of organization of the limited liability\n\ncompany, then the debts, liabilities, obligations and expenses\n\nincurred, contracted for or otherwise existing with respect to such\n\nseries shall be enforceable against the assets of such series only,\n\nand not against the assets of the limited liability company\n\ngenerally or any other series thereof, and, unless otherwise\n\nprovided in the operating agreement, none of the debts, liabilities,\n\nobligations and expenses incurred, contracted for or otherwise\n\nexisting with respect to the limited liability company generally or\n\nany other series thereof shall be enforceable against the assets of\n\nthe series. Neither the provisions of this subsection nor any\n\nprovision pursuant thereto in an operating agreement or articles of\n\norganization shall (i) restrict a protected series or limited\n\nliability company on behalf of a protected series from agreeing in\n\nthe operating agreement or otherwise that any or all of the debts,\n\nliabilities, obligations, and expenses incurred, contracted for, or\n\notherwise existing with respect to the limited liability company\n\ngenerally or any other series thereof shall be enforceable against\n\nthe assets of such protected series; or (ii) restrict a limited\n\nliability company from agreeing in the operating agreement or\n\notherwise that any or all of the debts, liabilities, obligations,\n\nand expenses incurred, contracted for, or otherwise existing with\n\nrespect to a protected series shall be enforceable against the\n\nassets of the limited liability company generally. Assets\n\nassociated with a protected series may be held directly or\n\nindirectly, including in the name of such series, in the name of the\n\nlimited liability company, through a nominee or otherwise. Records\n\nmaintained for a protected series that reasonably identify its\n\nassets, including by specific listing, category, type, quantity,\n\ncomputational or allocational formula or procedure including a\n\npercentage or share of any asset or assets, or by any other method\n\nwhere the identity of such assets is objectively determinable, will\n\nbe deemed to account for the assets associated with such series\nords\n\nmaintained for a protected series that reasonably identify its\n\nassets, including by specific listing, category, type, quantity,\n\ncomputational or allocational formula or procedure including a\n\npercentage or share of any asset or assets, or by any other method\n\nwhere the identity of such assets is objectively determinable, will\n\nbe deemed to account for the assets associated with such series\n\nseparately from the other assets of the limited liability company,\n\nor any other series thereof. Notice in articles of organization of\n\nthe limitation on liabilities of a protected series as referenced in\n\nthis subsection shall be sufficient for all purposes regardless of\n\nwhether the limited liability company has established any protected\n\nseries when the notice is included in the articles of organization,\n\nand there shall be no requirement that any specific protected series\n\nof the limited liability company be referenced in the notice or that\n\nthe notice use the term “protected”. The fact that articles of\n\norganization containing the foregoing notice of the limitation on\n\nliabilities of a protected series are on file in the Office of the\n\nSecretary of State shall constitute notice of the limitation on\n\nliabilities of a protected series. As used in this act, a reference\n\nto assets of a protected series includes assets associated with such\n\nseries, and a reference to assets associated with a protected series\n\nincludes assets of such series. A reference to members or managers\n\nof a protected series includes members or managers associated with\n\nsuch series, and a reference to members or managers associated with\n\na protected series includes members or managers of such series. The\n\nfollowing shall apply to a protected series:\n\n1. A protected series may carry on any lawful business, purpose\n\nor activity, regardless of whether for profit, that a limited\n\nliability company may conduct in this state. Unless otherwise\n\nprovided in an operating agreement, a protected series shall have\n\nthe power and capacity to, in its own name, contract, hold title to\n\nassets, including real, personal and intangible property, grant\n\nliens and security interests, and sue and be sued;\n\n2. Except as otherwise provided by this act, no member or\n\nmanager of a protected series shall be obligated personally for any\n\ndebt, obligation, or liability of such series, whether arising in\n\ncontract, tort, or otherwise, solely by reason of being a member or\n\nacting as manager of such series. Notwithstanding this paragraph,\n\nunder an operating agreement or under another agreement, a member or\n\nmanager may agree to be obligated personally for any or all of the\n\ndebts, obligations and liabilities of one or more protected series;\n\n3. An operating agreement may provide for classes or groups of\n\nmembers or managers associated with a protected series having such\n\nrelative rights, powers and duties as the operating agreement may\n\nprovide, and may make provision for the future creation in the\n\nmanner provided in the operating agreement of additional classes or\n\ngroups of members or managers associated with the series having such\n\nrelative rights, powers and duties as may from time to time be\n\nestablished, including rights, powers and duties senior to existing\n\nclasses and groups of members or managers associated with the\n\nseries. An operating agreement may provide for the taking of an\n\naction, including the amendment of the operating agreement, without\n\nthe vote or approval of any member or manager or class or group of\n\nmembers or managers, including an action to create under the\n\nprovisions of the operating agreement a class or group of a\n\nprotected series of membership interests that was not previously\n\noutstanding. An operating agreement may provide that any member or\n\nclass or group of members associated with a protected series shall\n\nhave no voting rights;\n\n4. An operating agreement may grant to all or certain\nmbers or managers, including an action to create under the\n\nprovisions of the operating agreement a class or group of a\n\nprotected series of membership interests that was not previously\n\noutstanding. An operating agreement may provide that any member or\n\nclass or group of members associated with a protected series shall\n\nhave no voting rights;\n\n4. An operating agreement may grant to all or certain\n\nidentified members or managers or a specified class or group of the\n\nmembers or managers associated with a protected series the right to\n\nvote separately or with all or any class or group of the members or\n\nmanagers associated with the series, on any matter. Voting by\n\nmembers or managers associated with a protected series may be on a\n\nper capita, number, financial interest, class, group or any other\n\nbasis;\n\n5. Unless otherwise provided in an operating agreement, the\n\nmanagement of a protected series shall be vested in the members\n\nassociated with the series in proportion to their membership\n\ninterest, with the decision of members owning a majority of the\n\nmembership interest controlling; provided, however, that if an\n\noperating agreement provides for the management of a protected\n\nseries, in whole or in part, by a manager, the management of the\n\nseries, to the extent so provided, shall be vested in the manager\n\nwho shall be chosen in the manner provided in the operating\n\nagreement. The manager of a protected series shall also hold the\n\noffices and have the responsibilities accorded to the manager as set\n\nforth in an operating agreement. A protected series may have more\n\nthan one manager. Subject to paragraph 3 of Section 2014 of this\n\ntitle, a manager shall cease to be a manager with respect to a\n\nprotected series as provided in an operating agreement. Except as\n\notherwise provided in an operating agreement, any event under this\n\nchapter or in an operating agreement that causes a manager to cease\n\nto be a manager with respect to a protected series shall not, in\n\nitself, cause the manager to cease to be a manager of the limited\n\nliability company or with respect to any other series thereof;\n\n6. Subject to paragraphs 7 and 10 of this subsection, and\n\nunless otherwise provided in an operating agreement, at the time a\n\nmember of a protected series becomes entitled to receive a\n\ndistribution with respect to the series, the member has the status\n\nof, and is entitled to all remedies available to, a creditor of the\n\nseries, with respect to the distribution. An operating agreement\n\nmay provide for the establishment of a record date with respect to\n\nallocations and distributions with respect to a protected series;\n\n7. Notwithstanding Section 2040 of this title, a limited\n\nliability company may make a distribution with respect to a\n\nprotected series. A limited liability company shall not make a\n\ndistribution with respect to a protected series to a member to the\n\nextent that at the time of the distribution, after giving effect to\n\nthe distribution, all liabilities of the series, other than\n\nliabilities to members on account of their membership interests with\n\nrespect to the series and liabilities for which the recourse of\n\ncreditors is limited to specified property of the series, exceed the\n\nfair value of the assets associated with the series, except that the\n\nfair value of property of the series that is subject to a liability\n\nfor which the recourse of creditors is limited shall be included in\n\nthe assets associated with the series only to the extent that the\n\nfair value of that property exceeds that liability. For purposes of\n\nthe immediately preceding sentence, the term “distribution” shall\n\nnot include amounts constituting reasonable compensation for present\n\nor past services or reasonable payments made in the ordinary course\n\nof business pursuant to a bona fide retirement plan or other\n\nbenefits program. A member who receives a distribution in violation\nvalue of that property exceeds that liability. For purposes of\n\nthe immediately preceding sentence, the term “distribution” shall\n\nnot include amounts constituting reasonable compensation for present\n\nor past services or reasonable payments made in the ordinary course\n\nof business pursuant to a bona fide retirement plan or other\n\nbenefits program. A member who receives a distribution in violation\n\nof this paragraph, and who knew or should have known at the time of\n\nthe distribution that the distribution violated this paragraph,\n\nshall be liable to the protected series for the amount of the\n\ndistribution. A member who receives a distribution in violation of\n\nthis paragraph, and who did not know and had no reason to know at\n\nthe time of the distribution that the distribution violated this\n\nparagraph, shall not be liable for the amount of the distribution.\n\nSubject to subsection C of Section 2040 of this title, which shall\n\napply to any distribution made with respect to a protected series\n\nunder this paragraph, this paragraph shall not affect any obligation\n\nor liability of a member under an agreement or other applicable law\n\nfor the amount of a distribution;\n\n8. Unless otherwise provided in the operating agreement, a\n\nmember shall cease to be associated with a protected series and to\n\nhave the power to exercise any rights or powers of a member with\n\nrespect to the series upon the assignment of all of the member’s\n\ncapital interest with respect to the series. Except as otherwise\n\nprovided in an operating agreement, any event under this chapter or\n\nan operating agreement that causes a member to cease to be\n\nassociated with a protected series shall not, in itself, cause the\n\nmember to cease to be associated with any other series or terminate\n\nthe continued membership of a member in the limited liability\n\ncompany or cause the termination of the protected series, regardless\n\nof whether the member was the last remaining member associated with\n\nthe series;\n\n9. Subject to Section 2037 of this title, except to the extent\n\notherwise provided in the operating agreement, a protected series\n\nmay be terminated and its affairs wound up without causing the\n\ndissolution of the limited liability company. The termination of a\n\nprotected series shall not affect the limitation on liabilities of\n\nthe series. A protected series is terminated and its affairs shall\n\nbe wound up upon the dissolution of the limited liability company\n\nunder Section 2037 of this title or otherwise upon the first to\n\noccur of the following:\n\na. at the time specified in the operating agreement,\n\nb. upon the happening of events specified in the\n\noperating agreement,\n\nc. unless otherwise provided in the operating agreement,\n\nupon the affirmative vote or written consent of the\n\nmembers of the limited liability company associated\n\nwith the series or, if there is more than one class or\n\ngroup of members associated with the series, then by\n\neach class or group of members associated with the\n\nseries, in either case, by members associated with the\n\nseries who own more than two-thirds (2/3) of the then-\n\ncurrent membership interest owned by all of the\n\nmembers associated with the series or by the members\n\nin each class or group of the series, as appropriate,\n\nor\n\nd. the termination of the series under paragraph 11 of\n\nthis subsection;\n\n10. Unless otherwise provided in the operating agreement, a\n\nmanager associated with a protected series who has not wrongfully\n\nterminated the series or, if none, the members associated with the\n\nseries or a person approved by the members associated with the\n\nseries or, if there is more than one class or group of members\n\nassociated with the series, then by each class or group of members\n\nassociated with the series, in either case, by a majority of the\n\nmembership interest owned by all of the members associated with the\ny\n\nterminated the series or, if none, the members associated with the\n\nseries or a person approved by the members associated with the\n\nseries or, if there is more than one class or group of members\n\nassociated with the series, then by each class or group of members\n\nassociated with the series, in either case, by a majority of the\n\nmembership interest owned by all of the members associated with the\n\nseries or by the members in each class or group associated with the\n\nseries, as appropriate, may wind up the affairs of the series; but\n\nthe district court, upon cause shown, may wind up the affairs of a\n\nprotected series upon application of any member or manager\n\nassociated with the series, or the member’s personal representative\n\nor assignee, and in connection therewith, may appoint a liquidating\n\ntrustee. The persons winding up the affairs of a protected series\n\nmay, in the name of the limited liability company and for and on\n\nbehalf of the limited liability company and the series, take all\n\nactions with respect to the series as are permitted under subsection\n\nA of Section 2039 of this title. The persons winding up the affairs\n\nof a protected series shall provide for the claims and obligations\n\nof the series and distribute the assets of the series as provided in\n\nSection 2040 of this title, which section shall apply to the winding\n\nup and distribution of assets of a protected series. Actions taken\n\nin accordance with this subsection shall not affect the liability of\n\nmembers and shall not impose liability on a liquidating trustee;\n\n11. On application by or for a member or manager associated\n\nwith a protected series, the district court may decree termination\n\nof the series whenever it is not reasonably practicable to carry on\n\nthe business of the series in conformity with an operating\n\nagreement; and\n\n12. For all purposes of the laws of this state, a protected\n\nseries is an association, regardless of the number of members or\n\nmanagers, if any, of such series. An operating agreement does not\n\nneed to use the term “protected” when referencing series or to refer\n\nto this section.\n\nC. If a foreign limited liability company that is registering\n\nto do business in this state in accordance with Section 2043 of this\n\ntitle is governed by an operating agreement that establishes or\n\nprovides for the establishment of designated series of members,\n\nmanagers, membership interests or assets having separate rights,\n\npowers or duties with respect to specified property or obligations\n\nof the foreign limited liability company or profits and losses\n\nassociated with specified property or obligations, that fact shall\n\nbe so stated on the application for registration as a foreign\n\nlimited liability company. In addition, the foreign limited\n\nliability company shall state on the application whether the debts,\n\nliabilities and obligations incurred, contracted for or otherwise\n\nexisting with respect to a particular series, if any, shall be\n\nenforceable against the assets of the series only, and not against\n\nthe assets of the foreign limited liability company generally or any\n\nother series thereof, and whether any of the debts, liabilities,\n\nobligations and expenses incurred, contracted for or otherwise\n\nexisting with respect to the foreign limited liability company\n\ngenerally or any other series thereof shall be enforceable against\n\nthe assets of the series.","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":"5b66946bfc0a325d2efa3d651347b0797f1b946453987526e2de84d92c1ef2be","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.3","next":"us-ok/okla.-stat.-tit.-18-18-2054.5"},"notice":"GroundRules: Original legal text. Not legal advice."}