Oklahoma § 18-2012.2

§ 18-2012.2.

Operating agreement of LLC.

OPERATING AGREEMENT OF LLC

A. The operating agreement of the limited liability company

governs generally:

1. Relations among the members as members and between the

members and the limited liability company;

2. The rights and duties under the Oklahoma Limited Liability

Company Act of a person in the capacity of manager;

3. The activities of the company and the conduct of those

activities; and

Oklahoma Statutes - Title 18. Corporations

4. The means and conditions for amending the operating

agreement.

If the operating agreement does not otherwise provide, the

Oklahoma Limited Liability Company Act governs the matter. The

operating agreement may not vary the rights, privileges, duties and

obligations imposed specifically under the Oklahoma Limited

Liability Company Act.

B. A limited liability company, including any protected series

or registered series thereof, is bound by its operating agreement

regardless of whether it executes the operating agreement. A member

or manager of a limited liability company, or any protected series

or registered series thereof, or an assignee of a capital interest

is bound by the operating agreement regardless of whether the

member, manager or assignee executes the operating agreement.

C. An operating agreement of a limited liability company having

only one member is not unenforceable because there is only one

person who is a party to the operating agreement.

D. The obligations of a limited liability company and its

members to an assignee or dissociated member are governed by the

operating agreement. Subject only to any court order to effectuate

a charging order, an amendment to the operating agreement made after

a person becomes an assignee or dissociated member is effective with

regard to any debt, obligation, or other liability of the limited

liability company or its members to the assignee or dissociated

member.

E. If an operating agreement does not provide for the manner in

which it may be amended, the operating agreement may be amended with

the approval of members holding a majority of the membership

interest entitled to vote.

Added by Laws 2008, c. 253, § 24. Amended by Laws 2017, c. 323, §

39, eff. Nov. 1, 2017; Laws 2024, c. 121, § 9, 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).