Okla. Stat. tit. 18, § 18-2054.5

interests, or assets.

REGISTERED SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR

ASSETS

A. If an operating agreement provides for the establishment or

formation of one or more series, then a registered series may be

formed by complying with this section. An operating agreement does

not need to use the term “registered” when referencing series or to

refer to this section, and a reference in an operating agreement for

a registered series, including a registered series resulting from

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

continue to refer to Section 2054.4 of Title 18 of the Oklahoma

Statutes, which reference is deemed a reference to this section with

respect to the registered series. A registered series is formed by

the filing of articles of registered series in the Office of the

Secretary of State.

B. Notice of the limitation on liabilities of a registered

series as referenced in subsection C of this section shall be set

forth in the articles of organization of the limited liability

company. Notice in articles of organization of the limitation on

liabilities of a registered series as referenced in subsection C of

this section shall be sufficient for all purposes of this subsection

whether or not the limited liability company has formed any

registered series when the notice is included in the articles of

organization, and there shall be no requirement that (i) any

specific registered series of the limited liability company be

referenced in the notice, (ii) the notice use the term “registered”

when referencing series or include a reference to this section, or

(iii) the articles of organization be amended if it includes a

reference to Section 2054.4 of Title 18 of the Oklahoma Statutes.

Any reference to Section 2054.4 of Title 18 of the Oklahoma Statutes

in the articles of organization of a limited liability company that

has one or more registered series is deemed a reference to this

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section with respect to the registered series. The fact that

articles of organization that contain the foregoing notice of the

limitation on liabilities of a series is on file in the Office of

the Secretary of State shall constitute notice of the limitation on

liabilities of a registered series.

C. Notwithstanding anything to the contrary set forth in this

act or under other applicable law, to the extent the records

maintained for a registered series account for the assets associated

with the series separately from the other assets of the limited

liability company, or any other series thereof, then the debts,

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

otherwise existing with respect to the series shall be enforceable

against the assets of the 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, articles of organization, or articles of

registered series shall (i) restrict a registered series or limited

liability company on behalf of a registered 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 the registered 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,
s,

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 registered 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 registered series shall be enforceable against the

assets of the limited liability company generally. Assets

associated with a registered series may be held directly or

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

limited liability company, through a nominee, or otherwise. Records

maintained for a registered 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 the assets is objectively determinable, will

be deemed to account for the assets associated with the series

separately from the other assets of the limited liability company,

or any other series thereof. As used in this act, a reference to

assets of a registered series includes assets associated with the

series, a reference to assets associated with a registered series

includes assets of the series, a reference to members or managers of

Oklahoma Statutes - Title 18. Corporations Page 594

a registered series includes members or managers associated with the

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

registered series includes members or managers of the series. The

following shall apply to a registered series:

1. A registered 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 registered 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 registered series shall be obligated personally for any

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

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

acting as manager of the series. Notwithstanding the preceding

sentence, 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

registered series;

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

members or managers associated with a registered series having the

relative rights, powers, and duties as the operating agreement may

provide, and may make a 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 the

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, 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

registered 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 registered series shall

have no voting rights;
oval of any member, 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

registered 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 registered 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 registered 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 registered series may be on a

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

basis;

Oklahoma Statutes - Title 18. Corporations Page 595

5. Unless otherwise provided in an operating agreement, the

management of a registered series shall be vested in the members

associated with the series in proportion to the then current

percentage or other interest of members in the profits of the series

owned by all of the members associated with the series, the decision

of members owning a majority of the percentage or other interest in

the profits controlling; provided, however, that if an operating

agreement provides for the management of a registered 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 registered series shall also hold the offices and have

the responsibilities accorded to the manager as set forth in an

operating agreement. A registered series may have more than one

manager. Subject to Section 2014 of Title 18 of the Oklahoma

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

registered series as provided in an operating agreement. Except as

otherwise provided in an operating agreement, any event under this

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

be a manager with respect to a registered 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. Notwithstanding Section 2029 of Title 18 of the Oklahoma

Statutes, but subject to paragraphs 7 and 10 of this subsection, and

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

member of a registered 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 registered series;

7. Notwithstanding subsection A of Section 2030 of Title 18 of

the Oklahoma Statutes, a limited liability company may make a

distribution with respect to a registered series. A limited

liability company shall not make a distribution with respect to a

registered 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
ted 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

Oklahoma Statutes - Title 18. Corporations Page 596

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 at the time of the distribution that the

distribution violated this paragraph, shall be liable to the

registered series for the amount of the distribution. A member who

receives a distribution in violation of this paragraph, and who did

not 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 Section 2031 of Title 18 of the Oklahoma

Statutes, which shall apply to any distribution made with respect to

a registered 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 registered 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

membership interest with respect to the series. Except as otherwise

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

operating agreement that causes a member to cease to be associated

with a registered 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 dissolution of the registered series, regardless of

whether the member was the last remaining member associated with the

series;

9. Subject to Section 2037 of Title 18 of the Oklahoma

Statutes, except to the extent otherwise provided in the operating

agreement, a registered series may be dissolved and its affairs

wound up without causing the dissolution of the limited liability

company. The dissolution of a registered series shall not affect

the limitation on liabilities of the series provided by this

subsection. A registered series is dissolved and its affairs shall

be wound up upon the dissolution of the limited liability company

under Section 2037 of Title 18 of the Oklahoma Statutes 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 vote or consent of members associated with

the series who own more than two-thirds of the then-

current percentage or other interest in the profits of

the series of the limited liability company owned by

all of the members associated with the series, or

Oklahoma Statutes - Title 18. Corporations Page 597

d. the dissolution of the series under paragraph 11 of

this subsection;

10. Notwithstanding Section 2039 of Title 18 of the Oklahoma

Statutes, unless otherwise provided in the operating agreement, a

manager associated with a registered series who has not wrongfully

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

series or a person approved by the members associated with the

series, in either case, by members who own a majority of the then
tion;

10. Notwithstanding Section 2039 of Title 18 of the Oklahoma

Statutes, unless otherwise provided in the operating agreement, a

manager associated with a registered series who has not wrongfully

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

series or a person approved by the members associated with the

series, in either case, by members who own a majority of the then

current percentage or other interest in the profits of the series

owned by all of the members associated with the series, may wind up

the affairs of the series; but the district court, upon cause shown,

may wind up the affairs of a registered 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 registered 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 Title 18 of

the Oklahoma Statutes. The persons winding up the affairs of a

registered series shall provide for the claims and obligations of

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

Section 2039 of Title 18 of the Oklahoma Statutes, which section

shall apply to the winding up and distribution of assets of a

registered series. Actions taken in accordance with this paragraph

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 registered series, the district court may decree dissolution

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 registered

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

managers, if any, of the series.

D. To form a registered series of a limited liability company,

articles of registered series must be filed in accordance with this

subsection.

1. The articles of registered series:

a. shall set forth:

(1) the name of the limited liability company,

(2) the name of the registered series, and

(3) the street address of its principal place of

business, wherever located, and the name and

street address of its registered agent which

shall be identical to its registered office in

this state, and

Oklahoma Statutes - Title 18. Corporations Page 598

b. may include any other matter that the members of the

registered series determine to include therein.

2. Articles of registered series shall be executed in

accordance with Section 2006 of Title 18 of the Oklahoma Statutes

and shall be filed in the Office of the Secretary of State in

accordance with Section 2007 of Title 18 of the Oklahoma Statutes.

Articles of registered series shall be effective as of the effective

time of the filing unless a later effective date or time, which

shall be a date or time certain, is provided for in the articles of

registered series. The articles of registered series are not an

amendment to the articles of organization of the limited liability

company. The filing of articles of registered series in the office

of the Secretary of State shall make it unnecessary to file any

other documents under this act.

3. The articles of registered series are amended by filing

articles of amendment in the Office of the Secretary of State. The

articles of amendment of the articles of registered series shall set

forth:

a. the name of the limited liability company,

b. the name of the registered series, and

c. the amendment to the articles of registered series.

4. A manager of a registered series or, if there is no manager,

then any member of a registered series who becomes aware that any
in the Office of the Secretary of State. The

articles of amendment of the articles of registered series shall set

forth:

a. the name of the limited liability company,

b. the name of the registered series, and

c. the amendment to the articles of registered series.

4. A manager of a registered series or, if there is no manager,

then any member of a registered series who becomes aware that any

statement in the articles of registered series filed with respect to

the registered series was false when made, or that any matter

described therein has changed making the articles of registered

series false in any material respect, shall promptly amend the

articles of registered series.

5. The articles of registered series may be amended at any time

for any other proper purpose.

6. Unless otherwise provided in this act or unless a later

effective date or time, which shall be a date or time certain, is

provided for in the articles of amendment of the articles of

registered series, the articles of amendment shall be effective at

the time of filing with the Secretary of State.

7. The articles of registered series shall be canceled upon the

cancellation of the articles of organization of the limited

liability company named in the articles of registered series, or

upon the filing of articles of dissolution of the articles of

registered series or upon the future effective date or time of the

articles of dissolution of the articles of registered series, or as

provided in subsection B of Section 2012.1 of Title 18 of the

Oklahoma Statutes, or upon the filing of articles of merger or

consolidation of the registered series if the registered series is

not the surviving or resulting registered series in a merger or

consolidation, or upon the future effective date or time of the

articles of merger or consolidation of the registered series if the

Oklahoma Statutes - Title 18. Corporations Page 599

registered series is not the surviving or resulting registered

series in a merger or consolidation, or upon the filing of the

articles of conversion of the registered series to a protected

series, or upon the future effective date or time of the articles of

conversion of the registered series to a protected series. Articles

of dissolution of the articles of registered series may be filed at

any time, and shall be filed, in the Office of the Secretary of

State to accomplish the cancellation of the articles of registered

series upon the dissolution of a registered series for which the

articles of registered series were filed and completion of the

winding up of the registered series. Articles of dissolution of the

articles of registered series shall set forth:

a. the name of the limited liability company,

b. the name of the registered series,

c. the date of filing of the articles of registered

series,

d. the future effective date or time, which shall be a

date or time certain, of cancellation if it is not to

be effective upon the filing of the articles of

dissolution, and

e. any other information the person filing the articles

of dissolution of the articles of registered series

determines.

8. Articles of dissolution that are filed in the Office of the

Secretary of State before the dissolution or the completion of

winding up of a registered series may be corrected as an erroneously

executed articles of dissolution by filing with the Office of the

Secretary of State articles of correction of the articles of

dissolution of the articles of registered series in accordance with

Section 2012 of Title 18 of the Oklahoma Statutes.

9. The Secretary of State shall not issue articles of good

standing with respect to a registered series if its articles of

registered series are canceled or the limited liability company has

ceased to be in good standing.