Oklahoma § 18-2035 - Assignee of interest becoming member - Rights and powers,

§ 18-2035. Assignee of interest becoming member - Rights and powers,

restrictions and liabilities - Assignor's liabilities- Time of

admission of member.

ASSIGNEE OF INTEREST BECOMING MEMBER; RIGHTS AND POWERS,

RESTRICTIONS AND LIABILITIES; ASSIGNOR'S LIABILITIES; TIME OF

ADMISSION OF MEMBER

A. An assignee of a capital interest in a limited liability

company may become a member if and to the extent that:

1. The operating agreement provides; or

2. Unless the operating agreement otherwise provides, the

members representing a majority of the profits which are not the

subject of the assignment consent in writing.

B. An assignee who becomes a member, to the extent assigned,

has the rights and powers, and is subject to the restrictions and

liabilities, of a member under the operating agreement and the

Oklahoma Limited Liability Company Act; however, unless otherwise

provided in writing in the operating agreement or other written

agreement, an assignee who becomes a member also is liable for any

obligations of the assignor to make contributions as provided in

Section 2024 of this title, but shall not be liable for the

obligations of the assignor under Section 2031 of this title;

however, the assignee is not obligated for liabilities of which the

assignee had no knowledge at the time the assignee became a member

and which could not be ascertained from a written operating

agreement.

C. Regardless of whether an assignee of an interest becomes a

member, the assignor is not released from liability to the limited

liability company under Sections 2024, 2031 and 2033 of this title.

D. Except as otherwise provided in writing in the operating

agreement, a member who assigns the member's entire capital interest

in the limited liability company ceases to be a member or to have

the power to exercise any rights of a member when any assignee of

the capital interest becomes a member with respect to the assigned

interest.

E. Subject to subsection F of this section, a person acquiring

a limited liability company interest directly from the limited

liability company may become a member in a limited liability company

upon compliance with the operating agreement or, if the operating

agreement does not so provide in writing, upon the written consent

of the members.

F. The effective time of admission of a member to a limited

liability company shall be the later of:

1. The date the limited liability company is formed; or

Oklahoma Statutes - Title 18. Corporations

2. The time provided in the operating agreement, or if no such

time is provided therein, then when the person's admission is

reflected in the records of the limited liability company.

Added by Laws 1992, c. 148, § 36, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 19, eff. Sept. 1, 1993; Laws 1996, c. 226, §

25, eff. July 1, 1996; Laws 2017, c. 323, § 48, eff. Nov. 1, 2017.