Oklahoma § 18-2037 - Dissolution - Activities after dissolution

§ 18-2037. Dissolution - Activities after dissolution

A. A limited liability company is dissolved upon the earlier

of:

1. The occurrence of the latest date on which the limited

liability company is to dissolve set forth in the articles of

organization;

2. The occurrence of events specified in writing in the

operating agreement;

3. The written consent of all of the members or, if there is

more than one class or group of members, then by the written consent

of all of the members of each class or group;

4. At any time there are no members; provided, that the limited

liability company is not dissolved and is not required to be wound

up if:

a.

unless otherwise provided in an operating agreement,

within ninety (90) days or such other period as is

provided for in the operating agreement after the

occurrence of the event that terminated the continued

membership of the last remaining member, the personal

representative of the last remaining member agrees in

writing to continue the limited liability company and

to the admission of the personal representative of the

member or its nominee or designee to the limited

liability company as a member, effective as of the

occurrence of the event that terminated the continued

membership of the last remaining member; provided,

that an operating agreement may provide that the

personal representative of the last remaining member

shall be obligated to agree in writing to continue the

limited liability company and to the admission of the

personal representative of the member or its nominee

or designee to the limited liability company as a

member, effective as of the occurrence of the event

that terminated the continued membership of the last

remaining member, or

b.

a member is admitted to the limited liability company

in the manner provided for in the operating agreement,

effective as of the occurrence of the event that

terminated the continued membership of the last

remaining member, within ninety (90) days or such

other period as is provided for in the operating

Oklahoma Statutes - Title 18. Corporations

agreement after the occurrence of the event that

terminated the continued membership of the last

remaining member, pursuant to a provision of the

operating agreement that specifically provides for the

admission of a member to the limited liability company

after there is no longer a remaining member of the

limited liability company; or

5. Entry of a decree of judicial dissolution under Section 2038

of this title.

B. A limited liability company continues in existence after

dissolution, regardless of whether articles of dissolution are

filed, but may carry on only activities necessary to wind up its

business or affairs and liquidate its assets under Sections 2039 and

2040 of this title.

Added by Laws 1992, c. 148, § 38, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 21, eff. Sept. 1, 1993; Laws 1996, c. 226, §

27, eff. July 1, 1996; Laws 1997, c. 145, § 7, eff. Nov. 1, 1997;

Laws 2004, c. 255, § 48, eff. Nov. 1, 2004; Laws 2008, c. 253, § 26.

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).