Oklahoma § 18-2036 - Events causing cessation of membership - Withdrawal Death or incapacity

§ 18-2036. Events causing cessation of membership - Withdrawal Death or incapacity

EVENTS CAUSING CESSATION OF MEMBERSHIP; WITHDRAWAL;

DEATH OR INCAPACITY

A. A member has the power to withdraw as a member at any time,

rightfully or wrongfully. A withdrawal is wrongful if the operating

agreement does not specifically grant to the member a right to

withdraw or the member resigns from the member's managerial duties

in a member-managed limited liability company. The wrongful

withdrawal shall constitute a breach of the operating agreement and

the limited liability company may recover from the withdrawing

member damages, including the reasonable cost of replacing the

services that the withdrawn member was obligated to perform. The

limited liability company may offset its damages against the amount

otherwise distributable to the member, in addition to pursuing any

remedies provided for in the operating agreement or otherwise

available under applicable law. The limited liability company shall

not, however, be entitled to any equitable remedy that would prevent

a member from exercising the power to withdraw if such power is

permitted in the operating agreement withdrawing from the limited

liability company. Unless the operating agreement otherwise

provides, a member who has withdrawn shall be deemed an assignee

with respect to the interest.

B. If a member who is an individual dies or a court of

competent jurisdiction adjudges the member to be incompetent to

manage the member's person or property, the member's personal

representative shall have all of the rights of an assignee of the

member's interest. If a member is a corporation, trust or other

entity and is dissolved or terminated, the powers of that member may

be exercised by its personal representative.

C. If the sole member of a limited liability company dies or

dissolves, or a court of competent jurisdiction adjudges the member

to be incompetent or otherwise lacking legal capacity, the member's

personal representative accedes to the membership interest and

possesses all rights, powers and duties associated with the interest

for the benefit of the incompetent member or the deceased member's

estate.

D. The operating agreement may provide for the expulsion of a

member, with or without cause, which shall include reasonable

provision for the buyout of the member's capital interest.

Oklahoma Statutes - Title 18. Corporations

Added by Laws 1992, c. 148, § 37, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 20, eff. Sept. 1, 1993; Laws 1996, c. 226, §

26, eff. July 1, 1996; Laws 1997, c. 145, § 6, eff. Nov. 1, 1997;

Laws 2004, c. 255, § 47, eff. Nov. 1, 2004; Laws 2017, c. 323, § 49,

eff. Nov. 1, 2017.