{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.9","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.9","heading":"Division of a limited liability company","body":"DIVISION OF A LIMITED LIABILITY COMPANY\n\nA. As used in this act:\n\n1. “Dividing company” means the domestic limited liability\n\ncompany that is effecting a division in the manner provided in this\n\nsection;\n\n2. “Division” means the division of a dividing company into two\n\nor more domestic limited liability companies in accordance with this\n\nsection;\n\n3. “Division company” means a surviving company, if any, and\n\neach resulting company;\n\n4. “Division contact” means, in connection with any division, a\n\nnatural person who is a resident of this state, any division company\n\nin the division or any other domestic limited liability company, or\n\nother entity as defined in Section 2054 of Title 18 of the Oklahoma\n\nStatutes formed or organized under the laws of this state, which\n\ndivision contact shall maintain a copy of the plan of division for a\n\nperiod of six (6) years from the effective date of the division and\n\nshall comply with paragraph 3 of subsection G of this section;\n\n5. “Organizational documents” means the articles of\n\norganization and operating agreement of a domestic limited liability\n\ncompany;\n\n6. “Resulting company” means a domestic limited liability\n\ncompany formed as a consequence of a division; and\n\n7. “Surviving company” means a dividing company that survives\n\nthe division.\n\nB. Under a plan of division, any domestic limited liability\n\ncompany may, in the manner provided in this section, be divided into\n\ntwo or more domestic limited liability companies. The division of a\n\ndomestic limited liability company in accordance with this section\n\nand, if applicable, the resulting cessation of the existence of the\n\ndividing company under articles of division shall not be deemed to\n\naffect the personal liability of any person incurred before the\n\ndivision with respect to matters arising before the division, nor\n\nshall it be deemed to affect the validity or enforceability of any\n\nobligations or liabilities of the dividing company incurred before\n\nthe division; provided, that the obligations and liabilities of the\n\ndividing company shall be allocated to and vested in, and valid and\n\nenforceable obligations of, the division company or companies to\n\nwhich the obligations and liabilities have been allocated under the\n\nplan of division, as provided in subsection H of this section. Each\n\nresulting company in a division shall be formed in compliance with\n\nthe requirements of this act and subsection H of this section.\n\nC. If the operating agreement of the dividing company specifies\n\nthe manner of adopting a plan of division, the plan of division\n\nshall be adopted as specified in the operating agreement. If the\n\noperating agreement of the dividing company does not specify the\n\nmanner of adopting a plan of division and does not prohibit a\n\ndivision of the limited liability company, the plan of division\n\nshall be adopted in the same manner as is specified in the operating\n\nagreement for authorizing a merger or consolidation that involves\n\nthe limited liability company as a constituent party to the merger\n\nor consolidation. If the operating agreement of the dividing\n\ncompany does not specify the manner of adopting a plan of division\n\nor authorizing a merger or consolidation that involves the limited\n\nliability company as a constituent party and does not prohibit a\n\ndivision of the limited liability company, the adoption of a plan of\n\ndivision shall be authorized by the approval of members who own a\n\nmajority of the then current percentage or other interest in the\n\nprofits of the dividing company owned by all of the members.\n\nNotwithstanding prior approval, a plan of division may be terminated\n\nor amended under a provision for the termination or amendment\n\ncontained in the plan of division.\n\nD. Unless otherwise provided in a plan of division, the\n\ndivision of a domestic limited liability company under this section\nof the dividing company owned by all of the members.\n\nNotwithstanding prior approval, a plan of division may be terminated\n\nor amended under a provision for the termination or amendment\n\ncontained in the plan of division.\n\nD. Unless otherwise provided in a plan of division, the\n\ndivision of a domestic limited liability company under this section\n\nshall not require the limited liability company to wind up its\n\naffairs under Section 2039 of Title 18 of the Oklahoma Statutes or\n\npay its liabilities and distribute its assets under Section 2040 of\n\nTitle 18 of the Oklahoma Statutes, and the division shall not\n\nconstitute a dissolution of the limited liability company.\n\nE. In connection with a division under this section, rights or\n\nsecurities of, or interests in, the dividing company may be\n\nexchanged for or converted into cash, property, rights, or\n\nsecurities of, or interests in, the surviving company or any\n\nresulting company or, in addition to or in lieu thereof, may be\n\nexchanged for or converted into cash, property, rights, or\n\nsecurities of, or interests in, a domestic limited liability company\n\nor any other business entity which is not a division company or may\n\nbe canceled or remain outstanding, if the dividing company is a\n\nsurviving company.\n\nF. A plan of division adopted in accordance with subsection C\n\nof this section:\n\n1. May effect any amendment to the operating agreement of the\n\ndividing company if it is a surviving company in the division; or\n\n2. May effect the adoption of a new operating agreement for the\n\ndividing company if it is a surviving company in the division; and\n\n3. Shall effect the adoption of an operating agreement for each\n\nresulting company. Any amendment to an operating agreement or\n\nadoption of a new operating agreement for the dividing company, if\n\nit is a surviving company in the division, or adoption of an\n\noperating agreement for each resulting company made under the\n\nforegoing sentence shall be effective at the effective time or date\n\nof the division. Any amendment to an operating agreement or\n\nadoption of an operating agreement for the dividing company, if it\n\nis a surviving company in the division, shall be effective\n\nnotwithstanding any provision in the operating agreement of the\n\ndividing company relating to amendment or adoption of a new\n\noperating agreement, other than a provision that by its terms\n\napplies to an amendment to the operating agreement or the adoption\n\nof a new operating agreement, in either case, in connection with a\n\ndivision, merger, or consolidation.\n\nG. If a domestic limited liability company is dividing under\n\nthis section, the dividing company shall adopt a plan of division\n\nwhich shall set forth:\n\n1. The terms and conditions of the division, including:\n\na. any conversion or exchange of the membership interests\n\nof the dividing company into or for membership\n\ninterests or other securities or obligations of any\n\ndivision company or cash, property, or rights or\n\nsecurities or obligations of or interests in any other\n\nbusiness entity or domestic limited liability company\n\nwhich is not a division company, or that the\n\nmembership interests of the dividing company shall\n\nremain outstanding or be canceled, or any combination\n\nof the foregoing, and\n\nb. the allocation of assets, property, rights, series,\n\ndebts, liabilities, and duties of the dividing company\n\namong the division companies;\n\n2. The name of each resulting company and, if the dividing\n\ncompany will survive the division, the name of the surviving\n\ncompany;\n\n3. The name and business address of a division contact which\n\nshall have custody of a copy of the plan of division. The division\n\ncontact, or any successor division contact, shall serve for a period\n\nof six (6) years following the effective date of the division.\n\nDuring the six-year period the division contact shall provide,\ncompany will survive the division, the name of the surviving\n\ncompany;\n\n3. The name and business address of a division contact which\n\nshall have custody of a copy of the plan of division. The division\n\ncontact, or any successor division contact, shall serve for a period\n\nof six (6) years following the effective date of the division.\n\nDuring the six-year period the division contact shall provide,\n\nwithout cost, to any creditor of the dividing company, within thirty\n\n(30) days following the division contact’s receipt of a written\n\nrequest from any creditor of the dividing company, the name and\n\nbusiness address of the division company to which the claim of the\n\ncreditor was allocated under the plan of division; and\n\n4. Any other matters that the dividing company determines to\n\ninclude therein.\n\nH. If a domestic limited liability company divides under this\n\nsection, the dividing company shall file articles of division\n\nexecuted by one or more authorized persons on behalf of the dividing\n\ncompany in the Office of the Secretary of State in accordance with\n\nSection 2006 of Title 18 of the Oklahoma Statutes and articles of\n\norganization that comply with Section 2005 of Title 18 of the\n\nOklahoma Statutes for each resulting company executed by one or more\n\nauthorized persons in accordance with Section 2006 of Title 18 of\n\nthe Oklahoma Statutes. The articles of division shall state:\n\n1. The name of the dividing company and, if it has been\n\nchanged, the name under which its articles of organization were\n\noriginally filed and whether the dividing company is a surviving\n\ncompany;\n\n2. The date of filing of the dividing company’s original\n\narticles of organization with the Secretary of State;\n\n3. The name of each division company;\n\n4. The name and business address of the division contact\n\nrequired by paragraph 3 of subsection G of this section;\n\n5. The future effective date or time, which shall be a date or\n\ntime certain, of the division if it is not to be effective upon the\n\nfiling of the articles of division;\n\n6. That the division has been approved in accordance with this\n\nsection;\n\n7. That the plan of division is on file at a place of business\n\nof the division company as is specified therein, and shall state the\n\naddress thereof;\n\n8. That a copy of the plan of division will be furnished by the\n\ndivision company as is specified therein, on request and without\n\ncost, to any member of the dividing company; and\n\n9. Any other information the dividing company determines to\n\ninclude therein.\n\nI. The articles of division and each of the articles of\n\norganization for each resulting company required by subsection H of\n\nthis section 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\nConcurrently with the effective date or time of a division, the\n\noperating agreement of each resulting company shall become\n\neffective.\n\nJ. The articles of division shall act as a cancellation of the\n\narticles of organization for a dividing company which is not a\n\nsurviving company.\n\nK. An operating agreement may provide that a domestic limited\n\nliability company shall not have the power to divide as set forth in\n\nthis section.\n\nL. Upon the division of a domestic limited liability company\n\nbecoming effective:\n\n1. The dividing company shall be divided into the distinct and\n\nindependent resulting companies named in the plan of division, and,\n\nif the dividing company is not a surviving company, the existence of\n\nthe dividing company shall cease;\n\n2. For all purposes of the laws of this state, all of the\n\nrights, privileges, and powers, and all the property, real,\nted liability company\n\nbecoming effective:\n\n1. The dividing company shall be divided into the distinct and\n\nindependent resulting companies named in the plan of division, and,\n\nif the dividing company is not a surviving company, the existence of\n\nthe dividing company shall cease;\n\n2. For all purposes of the laws of this state, all of the\n\nrights, privileges, and powers, and all the property, real,\n\npersonal, and mixed, of the dividing company and all debts due on\n\nwhatever account to it, and all other things and other causes of\n\naction belonging to it, shall without further action be allocated to\n\nand vested in the applicable division company in the manner and\n\nbasis and with the effect as is specified in the plan of division,\n\nand the title to any real property or interest therein allocated to\n\nand vested in any division company shall not revert or be in any way\n\nimpaired by reason of the division;\n\n3. Each division company shall, from and after effectiveness of\n\nthe articles of division, be liable as a separate and distinct\n\ndomestic limited liability company for the debts, liabilities, and\n\nduties of the dividing company as are allocated to the division\n\ncompany under the plan of division in the manner and on the basis\n\nprovided in subparagraph b of paragraph 1 of subsection G of this\n\nsection;\n\n4. Each of the debts, liabilities, and duties of the dividing\n\ncompany shall without further action be allocated to and be the\n\ndebts, liabilities, and duties of the division company as is\n\nspecified in the plan of division as having the debts, liabilities,\n\nand duties allocated to it, in the manner and basis and with the\n\neffect as is specified in the plan of division, and no other\n\ndivision company shall be liable therefor, so long as the plan of\n\ndivision does not constitute a fraudulent transfer under applicable\n\nlaw, and all liens upon any property of the dividing company shall\n\nbe preserved unimpaired, and all debts, liabilities, and duties of\n\nthe dividing company shall remain attached to the division company\n\nto which the debts, liabilities, and duties have been allocated in\n\nthe plan of division, and may be enforced against the division\n\ncompany to the same extent as if the debts, liabilities, and duties\n\nhad originally been incurred or contracted by it in its capacity as\n\na domestic limited liability company;\n\n5. In the event that any allocation of assets, debts,\n\nliabilities, and duties to division companies in accordance with a\n\nplan of division is determined by a court of competent jurisdiction\n\nto constitute a fraudulent transfer, each division company shall be\n\njointly and severally liable on account of the fraudulent transfer\n\nnotwithstanding the allocations made in the plan of division;\n\nprovided, however, the validity and effectiveness of the division\n\nare not otherwise affected thereby;\n\n6. Debts and liabilities of the dividing company that are not\n\nallocated by the plan of division shall be the joint and several\n\ndebts and liabilities of all of the division companies;\n\n7. It shall not be necessary for a plan of division to list\n\neach individual asset, property, right, series, debt, liability, or\n\nduty of the dividing company to be allocated to a division company\n\nso long as the assets, property, rights, series, debts, liabilities,\n\nor duties so allocated are reasonably identified by any method where\n\nthe identity of the assets, property, rights, series, debts,\n\nliabilities, or duties is objectively determinable;\n\n8. The rights, privileges, powers, and interests in property of\n\nthe dividing company that have been allocated to a division company,\n\nas well as the debts, liabilities, and duties of the dividing\n\ncompany that have been allocated to the division company under a\n\nplan of division, shall remain vested in the division company and\n\nshall not be deemed, as a result of the division, to have been\nable;\n\n8. The rights, privileges, powers, and interests in property of\n\nthe dividing company that have been allocated to a division company,\n\nas well as the debts, liabilities, and duties of the dividing\n\ncompany that have been allocated to the division company under a\n\nplan of division, shall remain vested in the division company and\n\nshall not be deemed, as a result of the division, to have been\n\nassigned or transferred to the division company for any purpose of\n\nthe laws of this state; and\n\n9. Any action or proceeding pending against a dividing company\n\nmay be continued against the surviving company as if the division\n\ndid not occur, but subject to paragraph 4 of subsection L of this\n\nsection and against any resulting company to which the asset,\n\nproperty, right, series, debt, liability, or duty associated with\n\nthe action or proceeding was allocated under the plan of division by\n\nadding or substituting the resulting company as a party in the\n\naction or proceeding.\n\nM. In applying the provisions of this act on distributions, a\n\ndirect or indirect allocation of property or liabilities in a\n\ndivision is not deemed a distribution for purposes of this act.\n\nN. The provisions of this section shall not be construed to\n\nlimit the means of accomplishing a division by any other means\n\nprovided for in an operating agreement or other agreement or as\n\notherwise permitted by this act or as otherwise permitted by law.\n\nO. All limited liability companies formed on or after November\n\n1, 2023, shall be governed by this section. All limited liability\n\ncompanies formed before November 1, 2023, shall be governed by this\n\nsection; provided, that if the dividing company is a party to any\n\nwritten contract, indenture, or other agreement entered into before\n\nNovember 1, 2023, that, by its terms, restricts, conditions, or\n\nprohibits the consummation of a merger or consolidation by the\n\ndividing company with or into another party, or the transfer of\n\nassets by the dividing company to another party, then the\n\nrestriction, condition, or prohibition is deemed to apply to a\n\ndivision as if it were a merger, consolidation, or transfer of\n\nassets, as applicable.","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":"ce437c1d2e615a57ea9b1b205b6b5d870b39871370ee9c021769c88860ec2fdb","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.8","next":"us-ok/okla.-stat.-tit.-18-18-2055"},"notice":"GroundRules: Original legal text. Not legal advice."}