Okla. Stat. tit. 18, § 18-2033
This is the official text of Okla. Stat. tit. 18, § 18-2033, part of Oklahoma’s Stat. tit. 18, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 18,." Browse the sections below, each linked to its official government source.
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Assignability of membership interest
Official statutory text
ASSIGNABILITY OF MEMBERSHIP INTEREST
A. Unless otherwise provided in an operating agreement:
1. A membership interest is not transferable; provided,
however, that a member may assign the capital interest associated
with a membership interest in whole or in part;
2. An assignment of the capital interest associated with a
membership interest does not entitle the assignee to participate in
the management and affairs of the limited liability company or to
become or to exercise any rights or powers of a member;
3. An assignment entitles the assignee to share in profits and
losses, to receive any distribution or distributions and to receive
the allocation of income, gain, loss, deduction, or credit or
similar item to which the assignor was entitled to the extent
assigned;
Oklahoma Statutes - Title 18. Corporations Page 562
4. Unless the assignee of a capital interest in a limited
liability company becomes a member , the assignor continues to be a
member and to have the power to exercise any rights of a member,
unless the assignor is removed as a member either in accordance with
the operating agreement or, after having assigned all of the capital
interest, by an affirmative vote of the members who have not
assigned their interests. The removal of an assignor shall not, by
itself, cause the assignee to become a member;
5. Until an assignee of a capital interest becomes a member,
the assignee has no liability as a member solely as a result of the
assignment; and
6. The assignor of a capital interest is not released from
liability as a member solely as a result of the assignment.
B. The operating agreement may provide that a member's interest
in a limited liability company may be evidenced by a certificate of
membership interest issued by the limited liability company and also
may provide for the assignment or transfer of any membership
interest represented by such a certificate and may make other
provisions with respect to such certificates.
C. Unless otherwise provided in the operating agreement, the
pledge of, or granting of a security interest, lien, or other
encumbrance in or against any or all of the membership interest of a
member is not an assignment and shall not cause the member to cease
to be a member or cease to have the power to exercise any rights or
powers of a member.
A. Unless otherwise provided in an operating agreement:
1. A membership interest is not transferable; provided,
however, that a member may assign the capital interest associated
with a membership interest in whole or in part;
2. An assignment of the capital interest associated with a
membership interest does not entitle the assignee to participate in
the management and affairs of the limited liability company or to
become or to exercise any rights or powers of a member;
3. An assignment entitles the assignee to share in profits and
losses, to receive any distribution or distributions and to receive
the allocation of income, gain, loss, deduction, or credit or
similar item to which the assignor was entitled to the extent
assigned;
Oklahoma Statutes - Title 18. Corporations Page 562
4. Unless the assignee of a capital interest in a limited
liability company becomes a member , the assignor continues to be a
member and to have the power to exercise any rights of a member,
unless the assignor is removed as a member either in accordance with
the operating agreement or, after having assigned all of the capital
interest, by an affirmative vote of the members who have not
assigned their interests. The removal of an assignor shall not, by
itself, cause the assignee to become a member;
5. Until an assignee of a capital interest becomes a member,
the assignee has no liability as a member solely as a result of the
assignment; and
6. The assignor of a capital interest is not released from
liability as a member solely as a result of the assignment.
B. The operating agreement may provide that a member's interest
in a limited liability company may be evidenced by a certificate of
membership interest issued by the limited liability company and also
may provide for the assignment or transfer of any membership
interest represented by such a certificate and may make other
provisions with respect to such certificates.
C. Unless otherwise provided in the operating agreement, the
pledge of, or granting of a security interest, lien, or other
encumbrance in or against any or all of the membership interest of a
member is not an assignment and shall not cause the member to cease
to be a member or cease to have the power to exercise any rights or
powers of a member.
Status: in_force · Read it on the official government site
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