Okla. Stat. tit. 18, § 18-2039
This is the official text of Okla. Stat. tit. 18, § 18-2039, 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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Winding up business or affairs - Ways - Acts and
Official statutory text
transactions of member or manager - Presumptive notice.
A. Except as otherwise provided in the articles of organization
or operating agreement:
1. The business or affairs of the limited liability company may
be wound up in one of the following ways:
a. by the managers, or
b. if one or more of the members or managers have engaged
in conduct that casts reasonable doubt on their
ability to wind up the business or affairs of the
limited liability company, or upon other cause shown,
by the district court on application of any member,
his legal representative, or assignee; and
2. The persons winding up the business or affairs of the
limited liability company may, in the name of, and for and on behalf
of, the limited liability company:
a. prosecute and defend suits,
Oklahoma Statutes - Title 18. Corporations Page 567
b. settle and close the business of the limited liability
company,
c. dispose of and transfer the property of the limited
liability company,
d. discharge the liabilities of the limited liability
company, and
e. distribute to the members any remaining assets of the
limited liability company.
B. Except as provided in subsections D and E of this section,
after an event causing dissolution of the limited liability company
any manager can bind the limited liability company:
1. By any act appropriate for winding up the limited liability
company's affairs or completing transactions unfinished at
dissolution; and
2. By any transaction that would have bound the limited
liability company if it had not been dissolved, if the other party
to the transaction does not have notice of the dissolution.
C. The filing of the articles of dissolution shall be presumed
to constitute notice of dissolution for purposes of paragraph 2 of
subsection B of this section.
D. An act of a manager or member that is not binding on the
limited liability company pursuant to subsection B of this section
is binding if it is otherwise authorized by the limited liability
company.
E. An act of a manager or member that would be binding under
subsection B or would be otherwise authorized but that is in
contravention of a restriction on authority shall not bind the
limited liability company to persons having knowledge of the
restriction.
A. Except as otherwise provided in the articles of organization
or operating agreement:
1. The business or affairs of the limited liability company may
be wound up in one of the following ways:
a. by the managers, or
b. if one or more of the members or managers have engaged
in conduct that casts reasonable doubt on their
ability to wind up the business or affairs of the
limited liability company, or upon other cause shown,
by the district court on application of any member,
his legal representative, or assignee; and
2. The persons winding up the business or affairs of the
limited liability company may, in the name of, and for and on behalf
of, the limited liability company:
a. prosecute and defend suits,
Oklahoma Statutes - Title 18. Corporations Page 567
b. settle and close the business of the limited liability
company,
c. dispose of and transfer the property of the limited
liability company,
d. discharge the liabilities of the limited liability
company, and
e. distribute to the members any remaining assets of the
limited liability company.
B. Except as provided in subsections D and E of this section,
after an event causing dissolution of the limited liability company
any manager can bind the limited liability company:
1. By any act appropriate for winding up the limited liability
company's affairs or completing transactions unfinished at
dissolution; and
2. By any transaction that would have bound the limited
liability company if it had not been dissolved, if the other party
to the transaction does not have notice of the dissolution.
C. The filing of the articles of dissolution shall be presumed
to constitute notice of dissolution for purposes of paragraph 2 of
subsection B of this section.
D. An act of a manager or member that is not binding on the
limited liability company pursuant to subsection B of this section
is binding if it is otherwise authorized by the limited liability
company.
E. An act of a manager or member that would be binding under
subsection B or would be otherwise authorized but that is in
contravention of a restriction on authority shall not bind the
limited liability company to persons having knowledge of the
restriction.
Status: in_force · Read it on the official government site
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