{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.5","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.5","heading":"Registered series of members, managers, membership","body":"interests, or assets.\n\nREGISTERED SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR\n\nASSETS\n\nA. If an operating agreement provides for the establishment or\n\nformation of one or more series, then a registered series may be\n\nformed by complying with this section. An operating agreement does\n\nnot need to use the term “registered” when referencing series or to\n\nrefer to this section, and a reference in an operating agreement for\n\na registered series, including a registered series resulting from\n\nthe conversion of a protected series to a registered series, may\n\ncontinue to refer to Section 2054.4 of Title 18 of the Oklahoma\n\nStatutes, which reference is deemed a reference to this section with\n\nrespect to the registered series. A registered series is formed by\n\nthe filing of articles of registered series in the Office of the\n\nSecretary of State.\n\nB. Notice of the limitation on liabilities of a registered\n\nseries as referenced in subsection C of this section shall be set\n\nforth in the articles of organization of the limited liability\n\ncompany. Notice in articles of organization of the limitation on\n\nliabilities of a registered series as referenced in subsection C of\n\nthis section shall be sufficient for all purposes of this subsection\n\nwhether or not the limited liability company has formed any\n\nregistered series when the notice is included in the articles of\n\norganization, and there shall be no requirement that (i) any\n\nspecific registered series of the limited liability company be\n\nreferenced in the notice, (ii) the notice use the term “registered”\n\nwhen referencing series or include a reference to this section, or\n\n(iii) the articles of organization be amended if it includes a\n\nreference to Section 2054.4 of Title 18 of the Oklahoma Statutes.\n\nAny reference to Section 2054.4 of Title 18 of the Oklahoma Statutes\n\nin the articles of organization of a limited liability company that\n\nhas one or more registered series is deemed a reference to this\n\nsection with respect to the registered series. The fact that\n\narticles of organization that contain the foregoing notice of the\n\nlimitation on liabilities of a series is on file in the Office of\n\nthe Secretary of State shall constitute notice of the limitation on\n\nliabilities of a registered series.\n\nC. Notwithstanding anything to the contrary set forth in this\n\nact or under other applicable law, to the extent the records\n\nmaintained for a registered series account for the assets associated\n\nwith the series separately from the other assets of the limited\n\nliability company, or any other series thereof, then the debts,\n\nliabilities, obligations, and expenses incurred, contracted for, or\n\notherwise existing with respect to the series shall be enforceable\n\nagainst the assets of the series only, and not against the assets of\n\nthe limited liability company generally or any other series thereof,\n\nand, unless otherwise provided in the operating agreement, none of\n\nthe debts, liabilities, obligations, and expenses incurred,\n\ncontracted for, or otherwise existing with respect to the limited\n\nliability company generally or any other series thereof shall be\n\nenforceable against the assets of the series. Neither the\n\nprovisions of this subsection nor any provision pursuant thereto in\n\nan operating agreement, articles of organization, or articles of\n\nregistered series shall (i) restrict a registered series or limited\n\nliability company on behalf of a registered 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 the registered 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,\ns,\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 the registered 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 registered series shall be enforceable against the\n\nassets of the limited liability company generally. Assets\n\nassociated with a registered series may be held directly or\n\nindirectly, including in the name of the series, in the name of the\n\nlimited liability company, through a nominee, or otherwise. Records\n\nmaintained for a registered 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 the assets is objectively determinable, will\n\nbe deemed to account for the assets associated with the series\n\nseparately from the other assets of the limited liability company,\n\nor any other series thereof. As used in this act, a reference to\n\nassets of a registered series includes assets associated with the\n\nseries, a reference to assets associated with a registered series\n\nincludes assets of the series, a reference to members or managers of\n\na registered series includes members or managers associated with the\n\nseries, and a reference to members or managers associated with a\n\nregistered series includes members or managers of the series. The\n\nfollowing shall apply to a registered series:\n\n1. A registered series may carry on any lawful business,\n\npurpose, or activity, regardless of whether for profit, that a\n\nlimited liability company may conduct in this state. Unless\n\notherwise provided in an operating agreement, a registered series\n\nshall have the power and capacity to, in its own name, contract,\n\nhold title to assets, including real, personal, and intangible\n\nproperty, grant liens and security interests, and sue and be sued;\n\n2. Except as otherwise provided by this act, no member or\n\nmanager of a registered series shall be obligated personally for any\n\ndebt, obligation, or liability of the series, whether arising in\n\ncontract, tort, or otherwise, solely by reason of being a member or\n\nacting as manager of the series. Notwithstanding the preceding\n\nsentence, under an operating agreement or under another agreement, a\n\nmember or manager may agree to be obligated personally for any or\n\nall of the debts, obligations, and liabilities of one or more\n\nregistered series;\n\n3. An operating agreement may provide for classes or groups of\n\nmembers or managers associated with a registered series having the\n\nrelative rights, powers, and duties as the operating agreement may\n\nprovide, and may make a 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 the\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, 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\nregistered 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 registered series shall\n\nhave no voting rights;\noval of any member, 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\nregistered 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 registered 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 registered 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 registered 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 registered series shall be vested in the members\n\nassociated with the series in proportion to the then current\n\npercentage or other interest of members in the profits of the series\n\nowned by all of the members associated with the series, the decision\n\nof members owning a majority of the percentage or other interest in\n\nthe profits controlling; provided, however, that if an operating\n\nagreement provides for the management of a registered series, in\n\nwhole or in part, by a manager, the management of the series, to the\n\nextent so provided, shall be vested in the manager who shall be\n\nchosen in the manner provided in the operating agreement. The\n\nmanager of a registered series shall also hold the offices and have\n\nthe responsibilities accorded to the manager as set forth in an\n\noperating agreement. A registered series may have more than one\n\nmanager. Subject to Section 2014 of Title 18 of the Oklahoma\n\nStatutes, a manager shall cease to be a manager with respect to a\n\nregistered series as provided in an operating agreement. Except as\n\notherwise provided in an operating agreement, any event under this\n\nact or in an operating agreement that causes a manager to cease to\n\nbe a manager with respect to a registered 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. Notwithstanding Section 2029 of Title 18 of the Oklahoma\n\nStatutes, but 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 registered 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 registered series;\n\n7. Notwithstanding subsection A of Section 2030 of Title 18 of\n\nthe Oklahoma Statutes, a limited liability company may make a\n\ndistribution with respect to a registered series. A limited\n\nliability company shall not make a distribution with respect to a\n\nregistered series to a member to the extent that at the time of the\n\ndistribution, after giving effect to the distribution, all\n\nliabilities of the series, other than liabilities to members on\n\naccount of their membership interests with respect to the series and\n\nliabilities for which the recourse of creditors is limited to\n\nspecified property of the series, exceed the fair value of the\n\nassets associated with the series, except that the fair value of\n\nproperty of the series that is subject to a liability for which the\n\nrecourse of creditors is limited shall be included in the assets\n\nassociated with the series only to the extent that the fair value of\n\nthat property exceeds that liability. For purposes of the\nted to\n\nspecified property of the series, exceed the fair value of the\n\nassets associated with the series, except that the fair value of\n\nproperty of the series that is subject to a liability for which the\n\nrecourse of creditors is limited shall be included in the assets\n\nassociated with the series only to the extent that the fair value of\n\nthat property exceeds that liability. For purposes of the\n\nimmediately preceding sentence, the term “distribution” shall not\n\ninclude amounts constituting reasonable compensation for present or\n\npast services or reasonable payments made in the ordinary course of\n\nbusiness pursuant to a bona fide retirement plan or other benefits\n\nprogram. A member who receives a distribution in violation of this\n\nparagraph, and who knew at the time of the distribution that the\n\ndistribution violated this paragraph, shall be liable to the\n\nregistered series for the amount of the distribution. A member who\n\nreceives a distribution in violation of this paragraph, and who did\n\nnot know at the time of the distribution that the distribution\n\nviolated this paragraph, shall not be liable for the amount of the\n\ndistribution. Subject to Section 2031 of Title 18 of the Oklahoma\n\nStatutes, which shall apply to any distribution made with respect to\n\na registered series under this paragraph, this paragraph shall not\n\naffect any obligation or liability of a member under an agreement or\n\nother applicable law for the amount of a distribution;\n\n8. Unless otherwise provided in the operating agreement, a\n\nmember shall cease to be associated with a registered 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\nmembership interest with respect to the series. Except as otherwise\n\nprovided in an operating agreement, any event under this act or an\n\noperating agreement that causes a member to cease to be associated\n\nwith a registered series shall not, in itself, cause the member to\n\ncease to be associated with any other series or terminate the\n\ncontinued membership of a member in the limited liability company or\n\ncause the dissolution of the registered series, regardless of\n\nwhether the member was the last remaining member associated with the\n\nseries;\n\n9. Subject to Section 2037 of Title 18 of the Oklahoma\n\nStatutes, except to the extent otherwise provided in the operating\n\nagreement, a registered series may be dissolved and its affairs\n\nwound up without causing the dissolution of the limited liability\n\ncompany. The dissolution of a registered series shall not affect\n\nthe limitation on liabilities of the series provided by this\n\nsubsection. A registered series is dissolved and its affairs shall\n\nbe wound up upon the dissolution of the limited liability company\n\nunder Section 2037 of Title 18 of the Oklahoma Statutes or otherwise\n\nupon the first to occur 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 vote or consent of members associated with\n\nthe series who own more than two-thirds of the then-\n\ncurrent percentage or other interest in the profits of\n\nthe series of the limited liability company owned by\n\nall of the members associated with the series, or\n\nd. the dissolution of the series under paragraph 11 of\n\nthis subsection;\n\n10. Notwithstanding Section 2039 of Title 18 of the Oklahoma\n\nStatutes, unless otherwise provided in the operating agreement, a\n\nmanager associated with a registered series who has not wrongfully\n\ndissolved the series or, if none, the members associated with the\n\nseries or a person approved by the members associated with the\n\nseries, in either case, by members who own a majority of the then\ntion;\n\n10. Notwithstanding Section 2039 of Title 18 of the Oklahoma\n\nStatutes, unless otherwise provided in the operating agreement, a\n\nmanager associated with a registered series who has not wrongfully\n\ndissolved the series or, if none, the members associated with the\n\nseries or a person approved by the members associated with the\n\nseries, in either case, by members who own a majority of the then\n\ncurrent percentage or other interest in the profits of the series\n\nowned by all of the members associated with the series, may wind up\n\nthe affairs of the series; but the district court, upon cause shown,\n\nmay wind up the affairs of a registered series upon application of\n\nany member or manager associated with the series, or the member’s\n\npersonal representative or assignee, and in connection therewith,\n\nmay appoint a liquidating trustee. The persons winding up the\n\naffairs of a registered series may, in the name of the limited\n\nliability company and for and on behalf of the limited liability\n\ncompany and the series, take all actions with respect to the series\n\nas are permitted under subsection A of Section 2039 of Title 18 of\n\nthe Oklahoma Statutes. The persons winding up the affairs of a\n\nregistered series shall provide for the claims and obligations of\n\nthe series and distribute the assets of the series as provided in\n\nSection 2039 of Title 18 of the Oklahoma Statutes, which section\n\nshall apply to the winding up and distribution of assets of a\n\nregistered series. Actions taken in accordance with this paragraph\n\nshall not affect the liability of members and shall not impose\n\nliability on a liquidating trustee;\n\n11. On application by or for a member or manager associated\n\nwith a registered series, the district court may decree dissolution\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 registered\n\nseries is an association, regardless of the number of members or\n\nmanagers, if any, of the series.\n\nD. To form a registered series of a limited liability company,\n\narticles of registered series must be filed in accordance with this\n\nsubsection.\n\n1. The articles of registered series:\n\na. shall set forth:\n\n(1) the name of the limited liability company,\n\n(2) the name of the registered series, and\n\n(3) the street address of its principal place of\n\nbusiness, wherever located, and the name and\n\nstreet address of its registered agent which\n\nshall be identical to its registered office in\n\nthis state, and\n\nb. may include any other matter that the members of the\n\nregistered series determine to include therein.\n\n2. Articles of registered series shall be executed in\n\naccordance with Section 2006 of Title 18 of the Oklahoma Statutes\n\nand shall be filed in the Office of the Secretary of State in\n\naccordance with Section 2007 of Title 18 of the Oklahoma Statutes.\n\nArticles of registered series shall be effective as of the effective\n\ntime of the filing unless a later effective date or time, which\n\nshall be a date or time certain, is provided for in the articles of\n\nregistered series. The articles of registered series are not an\n\namendment to the articles of organization of the limited liability\n\ncompany. The filing of articles of registered series in the office\n\nof the Secretary of State shall make it unnecessary to file any\n\nother documents under this act.\n\n3. The articles of registered series are amended by filing\n\narticles of amendment in the Office of the Secretary of State. The\n\narticles of amendment of the articles of registered series shall set\n\nforth:\n\na. the name of the limited liability company,\n\nb. the name of the registered series, and\n\nc. the amendment to the articles of registered series.\n\n4. A manager of a registered series or, if there is no manager,\n\nthen any member of a registered series who becomes aware that any\nin the Office of the Secretary of State. The\n\narticles of amendment of the articles of registered series shall set\n\nforth:\n\na. the name of the limited liability company,\n\nb. the name of the registered series, and\n\nc. the amendment to the articles of registered series.\n\n4. A manager of a registered series or, if there is no manager,\n\nthen any member of a registered series who becomes aware that any\n\nstatement in the articles of registered series filed with respect to\n\nthe registered series was false when made, or that any matter\n\ndescribed therein has changed making the articles of registered\n\nseries false in any material respect, shall promptly amend the\n\narticles of registered series.\n\n5. The articles of registered series may be amended at any time\n\nfor any other proper purpose.\n\n6. Unless otherwise provided in this act or unless a later\n\neffective date or time, which shall be a date or time certain, is\n\nprovided for in the articles of amendment of the articles of\n\nregistered series, the articles of amendment shall be effective at\n\nthe time of filing with the Secretary of State.\n\n7. The articles of registered series shall be canceled upon the\n\ncancellation of the articles of organization of the limited\n\nliability company named in the articles of registered series, or\n\nupon the filing of articles of dissolution of the articles of\n\nregistered series or upon the future effective date or time of the\n\narticles of dissolution of the articles of registered series, or as\n\nprovided in subsection B of Section 2012.1 of Title 18 of the\n\nOklahoma Statutes, or upon the filing of articles of merger or\n\nconsolidation of the registered series if the registered series is\n\nnot the surviving or resulting registered series in a merger or\n\nconsolidation, or upon the future effective date or time of the\n\narticles of merger or consolidation of the registered series if the\n\nregistered series is not the surviving or resulting registered\n\nseries in a merger or consolidation, or upon the filing of the\n\narticles of conversion of the registered series to a protected\n\nseries, or upon the future effective date or time of the articles of\n\nconversion of the registered series to a protected series. Articles\n\nof dissolution of the articles of registered series may be filed at\n\nany time, and shall be filed, in the Office of the Secretary of\n\nState to accomplish the cancellation of the articles of registered\n\nseries upon the dissolution of a registered series for which the\n\narticles of registered series were filed and completion of the\n\nwinding up of the registered series. Articles of dissolution of the\n\narticles of registered series shall set forth:\n\na. the name of the limited liability company,\n\nb. the name of the registered series,\n\nc. the date of filing of the articles of registered\n\nseries,\n\nd. the future effective date or time, which shall be a\n\ndate or time certain, of cancellation if it is not to\n\nbe effective upon the filing of the articles of\n\ndissolution, and\n\ne. any other information the person filing the articles\n\nof dissolution of the articles of registered series\n\ndetermines.\n\n8. Articles of dissolution that are filed in the Office of the\n\nSecretary of State before the dissolution or the completion of\n\nwinding up of a registered series may be corrected as an erroneously\n\nexecuted articles of dissolution by filing with the Office of the\n\nSecretary of State articles of correction of the articles of\n\ndissolution of the articles of registered series in accordance with\n\nSection 2012 of Title 18 of the Oklahoma Statutes.\n\n9. The Secretary of State shall not issue articles of good\n\nstanding with respect to a registered series if its articles of\n\nregistered series are canceled or the limited liability company has\n\nceased to be in good standing.","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":"e82fdc2e814a8f761963cfeed1ae8d9833e756ab9c24ecb604d66060cc8c3146","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.4","next":"us-ok/okla.-stat.-tit.-18-18-2054.6"},"notice":"GroundRules: Original legal text. Not legal advice."}