{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.6","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.6","heading":"Conversion of a protected series to a registered","body":"series.\n\nCONVERSION OF A PROTECTED SERIES TO A REGISTERED SERIES\n\nA. A protected series of a domestic limited liability company\n\nmay convert to a registered series of the domestic limited liability\n\ncompany by complying with this section and filing in the Office of\n\nthe Secretary of State in accordance with Section 2007 of Title 18\n\nof the Oklahoma Statutes:\n\n1. Articles of conversion of protected series to registered\n\nseries that have been executed in accordance with Section 2006 of\n\nTitle 18 of the Oklahoma Statutes; and\n\n2. Articles of registered series that comply with subsection D\n\nof Section 14 of this act and have been executed by one or more\n\nauthorized persons in accordance with Section 2006 of Title 18 of\n\nthe Oklahoma Statutes. Each of the articles required by this\n\nsubsection shall be filed simultaneously in the Office of the\n\nSecretary of State and, if the articles are not to become effective\n\nupon their filing as permitted by subsection C of Section 2007 of\n\nTitle 18 of the Oklahoma Statutes, then each of the articles shall\n\nprovide for the same effective date or time in accordance with\n\nsubsection C of Section 2007 of Title 18 of the Oklahoma Statutes.\n\nUpon the filing of a certificate of conversion of protected series\n\nto registered series, or upon the future effective date or time of a\n\ncertificate of conversion of protected series to registered series,\n\nthe protected series with respect to which such filing is made is\n\nconverted to a registered series with the effect provided in this\n\nsection. An existing series may not become a registered series\n\nother than under this section.\n\nB. If the operating agreement specifies the manner of\n\nauthorizing a conversion of a protected series of the limited\n\nliability company to a registered series of the limited liability\n\ncompany, the conversion of a protected series to a registered series\n\nshall be authorized as specified in the operating agreement. If the\n\noperating agreement does not specify the manner of authorizing a\n\nconversion of a protected series of the limited liability company to\n\na registered series of the limited liability company and does not\n\nprohibit a conversion of a protected series to a registered series,\n\nthe conversion shall be authorized by members of the protected\n\nseries who own a majority of the then current percentage or other\n\ninterest in the profits of the protected series owned by all of the\n\nmembers of the protected series.\n\nC. Unless otherwise agreed, the conversion of a protected\n\nseries of a limited liability company to a registered series of the\n\nlimited liability company under this section shall not require the\n\nlimited liability company or the protected series of the limited\n\nliability company to wind up its affairs under Section 2039 or\n\nSection 2054.4 of Title 18 of the Oklahoma Statutes or pay its\n\nliabilities and distribute its assets under Section 2040 or Section\n\n2054.4 of Title 18 of the Oklahoma Statutes, and the conversion of a\n\nprotected series of a limited liability company to a registered\n\nseries of the limited liability company shall not constitute a\n\ndissolution of the limited liability company or a termination of the\n\nprotected series. When a protected series of a limited liability\n\ncompany has converted to a registered series of the limited\n\nliability company under this section, for all purposes of the laws\n\nof this state, the registered series is deemed to be the same series\n\nas the converting protected series and the conversion shall\n\nconstitute a continuation of the existence of the protected series\n\nin the form of the registered series.\n\nD. In connection with a conversion of a protected series of a\n\nlimited liability company to a registered series of the limited\n\nliability company under this section, rights or securities of or\n\ninterests in the protected series which is to be converted may be\nTitle 18. Corporations Page 601\n\nconstitute a continuation of the existence of the protected series\n\nin the form of the registered series.\n\nD. In connection with a conversion of a protected series of a\n\nlimited liability company to a registered series of the limited\n\nliability company under this section, rights or securities of or\n\ninterests in the protected series which is to be converted may be\n\nexchanged for or converted into cash, property, rights, or\n\nsecurities of, or interests in, the registered series into which the\n\nprotected series is being converted or, in addition to or in lieu\n\nthereof, may be exchanged for or converted into cash, property,\n\nrights, or securities of, or interests in, any other business\n\nentity, may remain outstanding, or may be canceled.\n\nE. If a protected series shall convert to a registered series\n\nin accordance with this section, articles of conversion of a\n\nprotected series to a registered series executed in accordance with\n\nSection 2006 of Title 18 of the Oklahoma Statutes shall be filed in\n\nthe Office of the Secretary of State in accordance with Section 2007\n\nof Title 18 of the Oklahoma Statutes. The articles of conversion of\n\na protected series to a registered series shall state:\n\n1. The name of the limited liability company and, if it has\n\nbeen changed, the name under which its articles of organization were\n\noriginally filed;\n\n2. The name of the protected series and, if it has been\n\nchanged, the name of the protected series as originally established;\n\n3. The name of the registered series as set forth in its\n\narticles of registered series filed in accordance with subsection A\n\nof this section;\n\n4. The date of filing of the original articles of organization\n\nof the limited liability company with the Secretary of State;\n\n5. The date on which the protected series was established;\n\n6. The future effective date or time, which shall be a date or\n\ntime certain, of the conversion if it is not to be effective upon\n\nthe filing of the articles of conversion of a protected series to a\n\nregistered series; and\n\n7. That the conversion has been approved in accordance with\n\nthis section.\n\nF. A copy of the articles of conversion of a protected series\n\nto a registered series certified by the Secretary of State shall be\n\nprima facie evidence of the conversion by the protected series to a\n\nregistered series of the limited liability company.\n\nG. When any conversion shall have become effective under this\n\nsection, for all purposes of the laws of this state, all of the\n\nrights, privileges, and powers of the protected series that has\n\nconverted, and all property, real, personal, and mixed, and all\n\ndebts due to the protected series, as well as all other things and\n\ncauses of action belonging to the protected series, shall remain\n\nvested in the registered series to which the protected series has\n\nconverted and shall be the property of the registered series. The\n\ntitle to any real property vested by deed or otherwise in the\n\nprotected series shall not revert or be in any way impaired by\n\nreason of this act; but all rights of creditors and all liens upon\n\nany property of the protected series shall be preserved unimpaired,\n\nand all debts, liabilities, and duties of the protected series that\n\nhas converted shall remain attached to the registered series to\n\nwhich the protected series has converted, and may be enforced\n\nagainst it to the same extent as if the debts, liabilities, and\n\nduties had originally been incurred or contracted by it in its\n\ncapacity as the registered series. The rights, privileges, powers,\n\nand interests in property of the protected series that has\n\nconverted, as well as the debts, liabilities, and duties of the\n\nprotected series, shall not be deemed, as a consequence of the\n\nconversion, to have been transferred to the registered series to\n\nwhich the protected series of the limited liability company has\nby it in its\n\ncapacity as the registered series. The rights, privileges, powers,\n\nand interests in property of the protected series that has\n\nconverted, as well as the debts, liabilities, and duties of the\n\nprotected series, shall not be deemed, as a consequence of the\n\nconversion, to have been transferred to the registered series to\n\nwhich the protected series of the limited liability company has\n\nconverted for any purpose of the laws of this state.\n\nH. An operating agreement may provide that a protected series\n\nof a limited liability company shall not have the power to convert\n\nto a registered series of the limited liability company as set forth\n\nin this section.","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":"27fed39fe3901b6e76663f02e140475fe1f44685774d3b19916c1d07845e6b20","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.5","next":"us-ok/okla.-stat.-tit.-18-18-2054.7"},"notice":"GroundRules: Original legal text. Not legal advice."}