{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.7","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.7","heading":"Conversion of a registered series to a protected","body":"series.\n\nCONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES\n\nA. Upon compliance with this section, a registered series of a\n\ndomestic limited liability company may convert to a protected series\n\nof the domestic limited liability company. An existing registered\n\nseries may not become a protected series other than under this\n\nsection.\n\nB. If the operating agreement specifies the manner of\n\nauthorizing a conversion of a registered series of the limited\n\nliability company to a protected series of the limited liability\n\ncompany, the conversion of a registered series to a protected 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 registered series of the limited liability company\n\nto a protected series of the limited liability company and does not\n\nprohibit a conversion of a registered series to a protected series,\n\nthe conversion shall be authorized by members of the registered\n\nseries who own a majority of the then current percentage or other\n\ninterest in the profits of the registered series owned by all of the\n\nmembers of the registered series.\n\nC. Unless otherwise agreed, the conversion of a registered\n\nseries of a limited liability company to a protected series of the\n\nlimited liability company under this section shall not require the\n\nlimited liability company or the registered series of the limited\n\nliability company to wind up its affairs under Section 2039 of Title\n\n18 of the Oklahoma Statutes or Section 14 of this act or pay its\n\nliabilities and distribute its assets under Section 2040 of Title 18\n\nof the Oklahoma Statutes or Section 14 of this act, and the\n\nconversion of a registered series of a limited liability company to\n\na protected series of the limited liability company shall not\n\nconstitute a dissolution of the limited liability company or of the\n\nregistered series. When a registered series of a limited liability\n\ncompany has converted to a protected series of the limited liability\n\ncompany under this section, for all purposes of the laws of this\n\nstate, the protected series is deemed to be the same series as the\n\nconverting registered series and the conversion shall constitute a\n\ncontinuation of the existence of the registered series in the form\n\nof the protected series.\n\nD. In connection with a conversion of a registered series of a\n\nlimited liability company to protected series of the limited\n\nliability company under this section, rights or securities of or\n\ninterests in the registered 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 protected series into which the\n\nregistered 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 registered series shall convert to a protected series\n\nin accordance with this section, articles of conversion of\n\nregistered series to protected 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\nregistered series to protected 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 date of filing of the original articles of organization\n\nof the limited liability company with the Secretary of State;\n\n3. The name of the registered series and, if it has been\n\nchanged, the name under which its articles of registered series were\n\noriginally filed;\n\n4. The date of filing of its original articles of registered\nunder which its articles of organization were\n\noriginally filed;\n\n2. The date of filing of the original articles of organization\n\nof the limited liability company with the Secretary of State;\n\n3. The name of the registered series and, if it has been\n\nchanged, the name under which its articles of registered series were\n\noriginally filed;\n\n4. The date of filing of its original articles of registered\n\nseries with the Secretary of State;\n\n5. 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 registered series to\n\nprotected series; and\n\n6. That the conversion has been approved in accordance with\n\nthis section.\n\nF. Upon the filing of a certificate of conversion of registered\n\nseries to protected series, or upon the future effective date or\n\ntime of a certificate of conversion of registered series to\n\nprotected series, the registered series filing the certificate is\n\nconverted to a protected series with the effect provided in this\n\nsection. A copy of the articles of conversion of registered series\n\nto protected series certified by the Secretary of State shall be\n\nprima facie evidence of the conversion by the registered series to a\n\nprotected 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 registered series that has\n\nconverted, and all property, real, personal, and mixed, and all\n\ndebts due to the registered series, as well as all other things and\n\ncauses of action belonging to the registered series, shall remain\n\nvested in the protected series to which the registered series has\n\nconverted and shall be the property of the protected series. The\n\ntitle to any real property vested by deed or otherwise in the\n\nregistered 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 registered series shall be preserved unimpaired,\n\nand all debts, liabilities, and duties of the registered series that\n\nhas converted shall remain attached to the protected series to which\n\nthe registered series has converted, and may be enforced against it\n\nto the same extent as if the debts, liabilities, and duties had\n\noriginally been incurred or contracted by it in its capacity as the\n\nprotected series. The rights, privileges, powers, and interests in\n\nproperty of the registered series that has converted, as well as the\n\ndebts, liabilities, and duties of the registered series, shall not\n\nbe deemed, as a consequence of the conversion, to have been\n\ntransferred to the protected series to which the registered series\n\nof the limited liability company has converted for any purpose of\n\nthe laws of this state.\n\nH. An operating agreement may provide that a registered series\n\nof a limited liability company shall not have the power to convert\n\nto a protected 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":"e498a3521940900cfc03e058ff573aa1fda2e2b7d8d166fcad85e031bae17fe4","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.6","next":"us-ok/okla.-stat.-tit.-18-18-2054.8"},"notice":"GroundRules: Original legal text. Not legal advice."}