Oklahoma § 18-2054.6 - Conversion of a protected series to a registered

§ 18-2054.6. Conversion of a protected series to a registered

series.

CONVERSION OF A PROTECTED SERIES TO A REGISTERED SERIES

A. A protected series of a domestic limited liability company

may convert to a registered series of the domestic limited liability

company by complying with this section and filing in the Office of

the Secretary of State in accordance with Section 2007 of Title 18

of the Oklahoma Statutes:

1. Articles of conversion of protected series to registered

series that have been executed in accordance with Section 2006 of

Title 18 of the Oklahoma Statutes; and

Oklahoma Statutes - Title 18. Corporations

2. Articles of registered series that comply with subsection D

of Section 14 of this act and have been executed by one or more

authorized persons in accordance with Section 2006 of Title 18 of

the Oklahoma Statutes. Each of the articles required by this

subsection shall be filed simultaneously in the Office of the

Secretary of State and, if the articles are not to become effective

upon their filing as permitted by subsection C of Section 2007 of

Title 18 of the Oklahoma Statutes, then each of the articles shall

provide for the same effective date or time in accordance with

subsection C of Section 2007 of Title 18 of the Oklahoma Statutes.

Upon the filing of a certificate of conversion of protected series

to registered series, or upon the future effective date or time of a

certificate of conversion of protected series to registered series,

the protected series with respect to which such filing is made is

converted to a registered series with the effect provided in this

section. An existing series may not become a registered series

other than under this section.

B. If the operating agreement specifies the manner of

authorizing a conversion of a protected series of the limited

liability company to a registered series of the limited liability

company, the conversion of a protected series to a registered series

shall be authorized as specified in the operating agreement. If the

operating agreement does not specify the manner of authorizing a

conversion of a protected series of the limited liability company to

a registered series of the limited liability company and does not

prohibit a conversion of a protected series to a registered series,

the conversion shall be authorized by members of the protected

series who own a majority of the then current percentage or other

interest in the profits of the protected series owned by all of the

members of the protected series.

C. Unless otherwise agreed, the conversion of a protected

series of a limited liability company to a registered series of the

limited liability company under this section shall not require the

limited liability company or the protected series of the limited

liability company to wind up its affairs under Section 2039 or

Section 2054.4 of Title 18 of the Oklahoma Statutes or pay its

liabilities and distribute its assets under Section 2040 or Section

2054.4 of Title 18 of the Oklahoma Statutes, and the conversion of a

protected series of a limited liability company to a registered

series of the limited liability company shall not constitute a

dissolution of the limited liability company or a termination of the

protected series. When a protected series of a limited liability

company has converted to a registered series of the limited

liability company under this section, for all purposes of the laws

of this state, the registered series is deemed to be the same series

as the converting protected series and the conversion shall

Oklahoma Statutes - Title 18. Corporations

constitute a continuation of the existence of the protected series

in the form of the registered series.

D. In connection with a conversion of a protected series of a

limited liability company to a registered series of the limited

liability company under this section, rights or securities of or

interests in the protected series which is to be converted may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, the registered series into which the

protected series is being converted or, in addition to or in lieu

thereof, may be exchanged for or converted into cash, property,

rights, or securities of, or interests in, any other business

entity, may remain outstanding, or may be canceled.

E. If a protected series shall convert to a registered series

in accordance with this section, articles of conversion of a

protected series to a registered series executed in accordance with

Section 2006 of Title 18 of the Oklahoma Statutes shall be filed in

the Office of the Secretary of State in accordance with Section 2007

of Title 18 of the Oklahoma Statutes. The articles of conversion of

a protected series to a registered series shall state:

1. The name of the limited liability company and, if it has

been changed, the name under which its articles of organization were

originally filed;

2. The name of the protected series and, if it has been

changed, the name of the protected series as originally established;

3. The name of the registered series as set forth in its

articles of registered series filed in accordance with subsection A

of this section;

4. The date of filing of the original articles of organization

of the limited liability company with the Secretary of State;

5. The date on which the protected series was established;

6. The future effective date or time, which shall be a date or

time certain, of the conversion if it is not to be effective upon

the filing of the articles of conversion of a protected series to a

registered series; and

7. That the conversion has been approved in accordance with

this section.

F. A copy of the articles of conversion of a protected series

to a registered series certified by the Secretary of State shall be

prima facie evidence of the conversion by the protected series to a

registered series of the limited liability company.

G. When any conversion shall have become effective under this

section, for all purposes of the laws of this state, all of the

rights, privileges, and powers of the protected series that has

converted, and all property, real, personal, and mixed, and all

debts due to the protected series, as well as all other things and

causes of action belonging to the protected series, shall remain

vested in the registered series to which the protected series has

Oklahoma Statutes - Title 18. Corporations

converted and shall be the property of the registered series. The

title to any real property vested by deed or otherwise in the

protected series shall not revert or be in any way impaired by

reason of this act; but all rights of creditors and all liens upon

any property of the protected series shall be preserved unimpaired,

and all debts, liabilities, and duties of the protected series that

has converted shall remain attached to the registered series to

which the protected series has converted, and may be enforced

against it to the same extent as if the debts, liabilities, and

duties had originally been incurred or contracted by it in its

capacity as the registered series. The rights, privileges, powers,

and interests in property of the protected series that has

converted, as well as the debts, liabilities, and duties of the

protected series, shall not be deemed, as a consequence of the

conversion, to have been transferred to the registered series to

which the protected series of the limited liability company has

converted for any purpose of the laws of this state.

H. An operating agreement may provide that a protected series

of a limited liability company shall not have the power to convert

to a registered series of the limited liability company as set forth

in this section.

Added by Laws 2024, c. 121, § 15, eff. Nov. 1, 2024.