Oklahoma § 18-2001

§ 18-2001.

Definitions.

DEFINITIONS

As used in the Oklahoma Limited Liability Company Act, unless

the context otherwise requires:

1. “Articles of organization” means documents filed for the

purpose of forming a limited liability company, and the articles as

amended;

2. “Bankrupt” means bankrupt under the United States Bankruptcy

Code, as amended, or insolvent under any state insolvency act;

3. “Business” means any trade, occupation, profession or other

activity regardless of whether engaged in for gain, profit or

livelihood;

4. “Capital contribution” means anything of value that a person

contributes to the limited liability company as a prerequisite for,

or in connection with, membership including cash, property, services

rendered or a promissory note or other binding obligation to

contribute cash or property or to perform services;

5. “Capital interest” means the fair market value as of the

date contributed of a member’s capital contribution as adjusted for

any additional capital contributions or withdrawals, a person’s

share of the profits and losses of a limited liability company and a

person’s right to receive distributions of the limited liability

company’s assets;

6. “Charitable entity” means any nonprofit limited liability

company or other entity that is exempt from taxation under Section

501(c)(3) of the United States Internal Revenue Code, 26 U.S.C.,

Section 501(c)(3), or any successor provisions;

7. “Corporation” means a corporation organized under the laws

of this state or the laws of any jurisdiction other than this state;

8. “Court” includes every court and judge having jurisdiction

in the case;

9. “Document” means:

a.

any tangible medium on which information is inscribed

including handwritten, typed, printed, or similar

instruments and copies of such instruments, and

b.

an electronic transmission;

10. “Electronic transmission” means any form of communication

not directly involving the physical transmission of paper including

Oklahoma Statutes - Title 18. Corporations

the use of or participation in one or more electronic networks or

databases, including one or more distributed electronic networks or

databases, that creates a record that may be retained, retrieved,

and reviewed by a recipient thereof and that may be directly

reproduced in paper form by such a recipient through an automated

process;

11. “Foreign corporation” means a corporation organized under

the laws of any jurisdiction other than this state;

12. “Foreign limited liability company” means:

a.

an unincorporated association,

b.

formed under the laws of any jurisdiction other than

this state, and

c.

formed under a statute pursuant to which an

association may be formed that affords to each of its

members limited liability with respect to the

liabilities of the entity;

13. “Foreign limited partnership” means a limited partnership

formed under the laws of any jurisdiction other than this state;

14. “Jurisdiction”, when used to refer to a political entity,

means the United States, a state, a tribal government, a foreign

country or a political subdivision of a foreign country;

15. “Limited liability company” or “domestic limited liability

company” means an entity formed under the Oklahoma Limited Liability

Company Act and existing under the laws of this state;

16. “Limited partnership” means a limited partnership formed

under the laws of this state or a foreign limited partnership as

defined in this section;

17. “Manager” or “managers” means a person or persons

designated by the members of a limited liability company to manage

the limited liability company as provided in the articles of

organization or an operating agreement and includes a manager of the

limited liability company generally and a manager associated with a

series of the limited liability company. Unless the context

otherwise requires, references in this act to a manager shall be

deemed to be references to a manager of the limited liability

company generally and to a manager associated with a series with

respect to such series;

18. “Member” means a person with an ownership interest in a

limited liability company, with the rights and obligations specified

under the Oklahoma Limited Liability Company Act and includes a

member of the limited liability company generally and a member

associated with a series of the limited liability company. Unless

the context otherwise requires, references in this act to a member

shall be deemed to be references to a member of the limited

liability company generally and to a member associated with a series

with respect to such series;

Oklahoma Statutes - Title 18. Corporations

19. “Membership interest” or “interest” means a member’s rights

in the limited liability company, collectively including the

member’s share of the profits and losses of the limited liability

company, the right to receive distributions of the limited liability

company’s assets and capital interest, any right to vote or

participate in management and such other rights accorded to members

under the articles of organization, operating agreement or the

Oklahoma Limited Liability Company Act;

20. “Operating agreement”, regardless of whether referred to as

an operating agreement and whether oral, in a record, implied or in

any combination thereof, means any agreement of the members,

including a sole member, as to the affairs of a limited liability

company including any protected series or registered series thereof

and the conduct of its business including the agreement as amended

or restated;

21. “Person” means an individual, a general partnership, a

limited partnership, a limited liability company, a trust, an

estate, an association, a corporation or any other legal or

commercial entity;

22. “Protected series” means a designated series of members,

managers, membership interests, or assets that is established in

accordance with Section 2054.4 of this title;

23. “Registered series” means a designated series of members,

managers, membership interests, or assets that is formed in

accordance with Section 14 of this act; and

24. “State” means a state, territory or possession of the

United States, the District of Columbia or the Commonwealth of

Puerto Rico.

Added by Laws 1992, c. 148, § 2, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 2, eff. Sept. 1, 1993; Laws 1997, c. 145, § 1,

eff. Nov. 1, 1997; Laws 2008, c. 253, § 16; Laws 2017, c. 323, § 37,

eff. Nov. 1, 2017; Laws 2021, c. 51, § 18, eff. Nov. 1, 2021; Laws

2024, c. 121, § 2, eff. Nov. 1, 2024.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).