Oklahoma § 18-2033

§ 18-2033.

Assignability of membership interest.

ASSIGNABILITY OF MEMBERSHIP INTEREST

A. Unless otherwise provided in an operating agreement:

1. A membership interest is not transferable; provided,

however, that a member may assign the capital interest associated

with a membership interest in whole or in part;

2. An assignment of the capital interest associated with a

membership interest does not entitle the assignee to participate in

the management and affairs of the limited liability company or to

become or to exercise any rights or powers of a member;

3. An assignment entitles the assignee to share in profits and

losses, to receive any distribution or distributions and to receive

the allocation of income, gain, loss, deduction, or credit or

similar item to which the assignor was entitled to the extent

assigned;

Oklahoma Statutes - Title 18. Corporations

4. Unless the assignee of a capital interest in a limited

liability company becomes a member , the assignor continues to be a

member and to have the power to exercise any rights of a member,

unless the assignor is removed as a member either in accordance with

the operating agreement or, after having assigned all of the capital

interest, by an affirmative vote of the members who have not

assigned their interests. The removal of an assignor shall not, by

itself, cause the assignee to become a member;

5. Until an assignee of a capital interest becomes a member,

the assignee has no liability as a member solely as a result of the

assignment; and

6. The assignor of a capital interest is not released from

liability as a member solely as a result of the assignment.

B. The operating agreement may provide that a member's interest

in a limited liability company may be evidenced by a certificate of

membership interest issued by the limited liability company and also

may provide for the assignment or transfer of any membership

interest represented by such a certificate and may make other

provisions with respect to such certificates.

C. Unless otherwise provided in the operating agreement, the

pledge of, or granting of a security interest, lien, or other

encumbrance in or against any or all of the membership interest of a

member is not an assignment and shall not cause the member to cease

to be a member or cease to have the power to exercise any rights or

powers of a member.

Added by Laws 1992, c. 148, § 34, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 17, eff. Sept. 1, 1993; Laws 1996, c. 226, §

24, eff. July 1, 1996; Laws 1997, c. 145, § 5, eff. Nov. 1, 1997;

Laws 2004, c. 255, § 45, eff. Nov. 1, 2004; Laws 2017, c. 323, § 46,

eff. Nov. 1, 2017.