Oklahoma § 18-2015 - Management of company without designated managers Resignation of member

§ 18-2015. Management of company without designated managers Resignation of member

MANAGEMENT OF COMPANY WITHOUT DESIGNATED MANAGERS;

RESIGNATION OF MEMBER

A. The articles of organization or operating agreement may

provide that the business of the limited liability company shall be

managed without designated managers. So long as such provision

continues in effect:

1. The members shall be deemed to be managers for purposes of

applying provisions of the Oklahoma Limited Liability Company Act,

unless the context clearly requires otherwise;

2. The members shall have and be subject to all duties and

liabilities of managers; and

3. A member signing on behalf of the limited liability company

shall sign as a manager.

B. A member of a member-managed limited liability company may

resign from the member's management duties in accordance with the

operating agreement or, if the operating agreement does not provide

for the member's resignation, upon notice to the limited liability

company. Unless otherwise provided in the operating agreement, when

a member of a member-managed limited liability company resigns, the

member shall cease to have the rights and duties of a member and

Oklahoma Statutes - Title 18. Corporations

shall become an assignee; provided that the profits and losses of

the limited liability company shall continue to be allocated to the

member and any binding commitments for contributions shall continue

as if the member had not resigned. If the resignation violates the

operating agreement, in addition to any remedies otherwise available

under applicable law, a limited liability company may recover from

the resigning member damages for breach of the operating agreement

and damages for a prohibited withdrawal under either the operating

agreement or Section 2036 of this title and offset the damages

against the amount otherwise distributable to the resigning member.

Added by Laws 1992, c. 148, § 16, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 8, eff. Sept. 1, 1993; Laws 2001, c. 405, § 31,

eff. Nov. 1, 2001; Laws 2008, c. 253, § 25; Laws 2017, c. 323, § 40,

eff. Nov. 1, 2017.

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).