Oklahoma Code § 18-2035

Title 18. Corporations: Assignee of interest becoming member - Rights and powers,
Open in Lexace · Ask the AI about this section
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

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.

‹ Prev All Oklahoma sections Next ›


Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.