Okla. Stat. tit. 18, § 18-2054.4

having separate rights - Personal obligation of member or manager.

SERIES OF MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS HAVING SEPARATE

RIGHTS - PERSONAL OBLIGATION OF MEMBER OR MANAGER

A. An operating agreement may establish or provide for the

establishment of one or more designated series of members, managers,

membership interests or assets. Any such series may have separate

rights, powers or duties with respect to specified property or

obligations of the limited liability company or profits and losses

associated with specified property or obligations, and any such

series may have a separate business purpose or investment objective.

No provision of subsection B of this section or Section 14 of this

act shall be construed to limit the application of the principle of

freedom of contract to a series that is not a protected or

registered series. Other than under Sections 15, 16, and 17 of this

act, a series may not merge, consolidate, or convert under any

section of this title or any other statute of this state.

B. A series established in accordance with this subsection is a

protected series. Notwithstanding anything to the contrary set

forth in the Oklahoma Limited Liability Company Act or under other

applicable law, if an operating agreement establishes or provides

for the establishment of one or more series, and to the extent the

records maintained for any such series account for the assets

associated with such series separately from the other assets of the

limited liability company, or any other series thereof, and if the

operating agreement so provides, and if notice of the limitation on

liabilities of a series as referenced in this subsection is set

forth in the articles of organization of the limited liability

company, then the debts, liabilities, obligations and expenses

Oklahoma Statutes - Title 18. Corporations Page 587

incurred, contracted for or otherwise existing with respect to such

series shall be enforceable against the assets of such series only,

and not against the assets of the limited liability company

generally or any other series thereof, and, unless otherwise

provided in the operating agreement, none of the debts, liabilities,

obligations and expenses incurred, contracted for or otherwise

existing with respect to the limited liability company generally or

any other series thereof shall be enforceable against the assets of

the series. Neither the provisions of this subsection nor any

provision pursuant thereto in an operating agreement or articles of

organization shall (i) restrict a protected series or limited

liability company on behalf of a protected series from agreeing in

the operating agreement or otherwise that any or all of the debts,

liabilities, obligations, and expenses incurred, contracted for, or

otherwise existing with respect to the limited liability company

generally or any other series thereof shall be enforceable against

the assets of such protected series; or (ii) restrict a limited

liability company from agreeing in the operating agreement or

otherwise that any or all of the debts, liabilities, obligations,

and expenses incurred, contracted for, or otherwise existing with

respect to a protected series shall be enforceable against the

assets of the limited liability company generally. Assets

associated with a protected series may be held directly or

indirectly, including in the name of such series, in the name of the

limited liability company, through a nominee or otherwise. Records

maintained for a protected series that reasonably identify its

assets, including by specific listing, category, type, quantity,

computational or allocational formula or procedure including a

percentage or share of any asset or assets, or by any other method

where the identity of such assets is objectively determinable, will

be deemed to account for the assets associated with such series
ords

maintained for a protected series that reasonably identify its

assets, including by specific listing, category, type, quantity,

computational or allocational formula or procedure including a

percentage or share of any asset or assets, or by any other method

where the identity of such assets is objectively determinable, will

be deemed to account for the assets associated with such series

separately from the other assets of the limited liability company,

or any other series thereof. Notice in articles of organization of

the limitation on liabilities of a protected series as referenced in

this subsection shall be sufficient for all purposes regardless of

whether the limited liability company has established any protected

series when the notice is included in the articles of organization,

and there shall be no requirement that any specific protected series

of the limited liability company be referenced in the notice or that

the notice use the term “protected”. The fact that articles of

organization containing the foregoing notice of the limitation on

liabilities of a protected series are on file in the Office of the

Secretary of State shall constitute notice of the limitation on

liabilities of a protected series. As used in this act, a reference

to assets of a protected series includes assets associated with such

series, and a reference to assets associated with a protected series

includes assets of such series. A reference to members or managers

Oklahoma Statutes - Title 18. Corporations Page 588

of a protected series includes members or managers associated with

such series, and a reference to members or managers associated with

a protected series includes members or managers of such series. The

following shall apply to a protected series:

1. A protected series may carry on any lawful business, purpose

or activity, regardless of whether for profit, that a limited

liability company may conduct in this state. Unless otherwise

provided in an operating agreement, a protected series shall have

the power and capacity to, in its own name, contract, hold title to

assets, including real, personal and intangible property, grant

liens and security interests, and sue and be sued;

2. Except as otherwise provided by this act, no member or

manager of a protected series shall be obligated personally for any

debt, obligation, or liability of such series, whether arising in

contract, tort, or otherwise, solely by reason of being a member or

acting as manager of such series. Notwithstanding this paragraph,

under an operating agreement or under another agreement, a member or

manager may agree to be obligated personally for any or all of the

debts, obligations and liabilities of one or more protected series;

3. An operating agreement may provide for classes or groups of

members or managers associated with a protected series having such

relative rights, powers and duties as the operating agreement may

provide, and may make provision for the future creation in the

manner provided in the operating agreement of additional classes or

groups of members or managers associated with the series having such

relative rights, powers and duties as may from time to time be

established, including rights, powers and duties senior to existing

classes and groups of members or managers associated with the

series. An operating agreement may provide for the taking of an

action, including the amendment of the operating agreement, without

the vote or approval of any member or manager or class or group of

members or managers, including an action to create under the

provisions of the operating agreement a class or group of a

protected series of membership interests that was not previously

outstanding. An operating agreement may provide that any member or

class or group of members associated with a protected series shall

have no voting rights;

4. An operating agreement may grant to all or certain
mbers or managers, including an action to create under the

provisions of the operating agreement a class or group of a

protected series of membership interests that was not previously

outstanding. An operating agreement may provide that any member or

class or group of members associated with a protected series shall

have no voting rights;

4. An operating agreement may grant to all or certain

identified members or managers or a specified class or group of the

members or managers associated with a protected series the right to

vote separately or with all or any class or group of the members or

managers associated with the series, on any matter. Voting by

members or managers associated with a protected series may be on a

per capita, number, financial interest, class, group or any other

basis;

5. Unless otherwise provided in an operating agreement, the

management of a protected series shall be vested in the members

Oklahoma Statutes - Title 18. Corporations Page 589

associated with the series in proportion to their membership

interest, with the decision of members owning a majority of the

membership interest controlling; provided, however, that if an

operating agreement provides for the management of a protected

series, in whole or in part, by a manager, the management of the

series, to the extent so provided, shall be vested in the manager

who shall be chosen in the manner provided in the operating

agreement. The manager of a protected series shall also hold the

offices and have the responsibilities accorded to the manager as set

forth in an operating agreement. A protected series may have more

than one manager. Subject to paragraph 3 of Section 2014 of this

title, a manager shall cease to be a manager with respect to a

protected series as provided in an operating agreement. Except as

otherwise provided in an operating agreement, any event under this

chapter or in an operating agreement that causes a manager to cease

to be a manager with respect to a protected series shall not, in

itself, cause the manager to cease to be a manager of the limited

liability company or with respect to any other series thereof;

6. Subject to paragraphs 7 and 10 of this subsection, and

unless otherwise provided in an operating agreement, at the time a

member of a protected series becomes entitled to receive a

distribution with respect to the series, the member has the status

of, and is entitled to all remedies available to, a creditor of the

series, with respect to the distribution. An operating agreement

may provide for the establishment of a record date with respect to

allocations and distributions with respect to a protected series;

7. Notwithstanding Section 2040 of this title, a limited

liability company may make a distribution with respect to a

protected series. A limited liability company shall not make a

distribution with respect to a protected series to a member to the

extent that at the time of the distribution, after giving effect to

the distribution, all liabilities of the series, other than

liabilities to members on account of their membership interests with

respect to the series and liabilities for which the recourse of

creditors is limited to specified property of the series, exceed the

fair value of the assets associated with the series, except that the

fair value of property of the series that is subject to a liability

for which the recourse of creditors is limited shall be included in

the assets associated with the series only to the extent that the

fair value of that property exceeds that liability. For purposes of

the immediately preceding sentence, the term “distribution” shall

not include amounts constituting reasonable compensation for present

or past services or reasonable payments made in the ordinary course

of business pursuant to a bona fide retirement plan or other

benefits program. A member who receives a distribution in violation
value of that property exceeds that liability. For purposes of

the immediately preceding sentence, the term “distribution” shall

not include amounts constituting reasonable compensation for present

or past services or reasonable payments made in the ordinary course

of business pursuant to a bona fide retirement plan or other

benefits program. A member who receives a distribution in violation

of this paragraph, and who knew or should have known at the time of

the distribution that the distribution violated this paragraph,

Oklahoma Statutes - Title 18. Corporations Page 590

shall be liable to the protected series for the amount of the

distribution. A member who receives a distribution in violation of

this paragraph, and who did not know and had no reason to know at

the time of the distribution that the distribution violated this

paragraph, shall not be liable for the amount of the distribution.

Subject to subsection C of Section 2040 of this title, which shall

apply to any distribution made with respect to a protected series

under this paragraph, this paragraph shall not affect any obligation

or liability of a member under an agreement or other applicable law

for the amount of a distribution;

8. Unless otherwise provided in the operating agreement, a

member shall cease to be associated with a protected series and to

have the power to exercise any rights or powers of a member with

respect to the series upon the assignment of all of the member’s

capital interest with respect to the series. Except as otherwise

provided in an operating agreement, any event under this chapter or

an operating agreement that causes a member to cease to be

associated with a protected series shall not, in itself, cause the

member to cease to be associated with any other series or terminate

the continued membership of a member in the limited liability

company or cause the termination of the protected series, regardless

of whether the member was the last remaining member associated with

the series;

9. Subject to Section 2037 of this title, except to the extent

otherwise provided in the operating agreement, a protected series

may be terminated and its affairs wound up without causing the

dissolution of the limited liability company. The termination of a

protected series shall not affect the limitation on liabilities of

the series. A protected series is terminated and its affairs shall

be wound up upon the dissolution of the limited liability company

under Section 2037 of this title or otherwise upon the first to

occur of the following:

a. at the time specified in the operating agreement,

b. upon the happening of events specified in the

operating agreement,

c. unless otherwise provided in the operating agreement,

upon the affirmative vote or written consent of the

members of the limited liability company associated

with the series or, if there is more than one class or

group of members associated with the series, then by

each class or group of members associated with the

series, in either case, by members associated with the

series who own more than two-thirds (2/3) of the then-

current membership interest owned by all of the

members associated with the series or by the members

in each class or group of the series, as appropriate,

or

Oklahoma Statutes - Title 18. Corporations Page 591

d. the termination of the series under paragraph 11 of

this subsection;

10. Unless otherwise provided in the operating agreement, a

manager associated with a protected series who has not wrongfully

terminated the series or, if none, the members associated with the

series or a person approved by the members associated with the

series or, if there is more than one class or group of members

associated with the series, then by each class or group of members

associated with the series, in either case, by a majority of the

membership interest owned by all of the members associated with the
y

terminated the series or, if none, the members associated with the

series or a person approved by the members associated with the

series or, if there is more than one class or group of members

associated with the series, then by each class or group of members

associated with the series, in either case, by a majority of the

membership interest owned by all of the members associated with the

series or by the members in each class or group associated with the

series, as appropriate, may wind up the affairs of the series; but

the district court, upon cause shown, may wind up the affairs of a

protected series upon application of any member or manager

associated with the series, or the member’s personal representative

or assignee, and in connection therewith, may appoint a liquidating

trustee. The persons winding up the affairs of a protected series

may, in the name of the limited liability company and for and on

behalf of the limited liability company and the series, take all

actions with respect to the series as are permitted under subsection

A of Section 2039 of this title. The persons winding up the affairs

of a protected series shall provide for the claims and obligations

of the series and distribute the assets of the series as provided in

Section 2040 of this title, which section shall apply to the winding

up and distribution of assets of a protected series. Actions taken

in accordance with this subsection shall not affect the liability of

members and shall not impose liability on a liquidating trustee;

11. On application by or for a member or manager associated

with a protected series, the district court may decree termination

of the series whenever it is not reasonably practicable to carry on

the business of the series in conformity with an operating

agreement; and

12. For all purposes of the laws of this state, a protected

series is an association, regardless of the number of members or

managers, if any, of such series. An operating agreement does not

need to use the term “protected” when referencing series or to refer

to this section.

C. If a foreign limited liability company that is registering

to do business in this state in accordance with Section 2043 of this

title is governed by an operating agreement that establishes or

provides for the establishment of designated series of members,

managers, membership interests or assets having separate rights,

powers or duties with respect to specified property or obligations

of the foreign limited liability company or profits and losses

associated with specified property or obligations, that fact shall

be so stated on the application for registration as a foreign

limited liability company. In addition, the foreign limited

Oklahoma Statutes - Title 18. Corporations Page 592

liability company shall state on the application whether the debts,

liabilities and obligations incurred, contracted for or otherwise

existing with respect to a particular series, if any, shall be

enforceable against the assets of the series only, and not against

the assets of the foreign limited liability company generally or any

other series thereof, and whether any of the debts, liabilities,

obligations and expenses incurred, contracted for or otherwise

existing with respect to the foreign limited liability company

generally or any other series thereof shall be enforceable against

the assets of the series.