Okla. Stat. tit. 18, § 18-2054.9

DIVISION OF A LIMITED LIABILITY COMPANY

A. As used in this act:

1. “Dividing company” means the domestic limited liability

company that is effecting a division in the manner provided in this

section;

2. “Division” means the division of a dividing company into two

or more domestic limited liability companies in accordance with this

section;

3. “Division company” means a surviving company, if any, and

each resulting company;

4. “Division contact” means, in connection with any division, a

natural person who is a resident of this state, any division company

in the division or any other domestic limited liability company, or

other entity as defined in Section 2054 of Title 18 of the Oklahoma

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Statutes formed or organized under the laws of this state, which

division contact shall maintain a copy of the plan of division for a

period of six (6) years from the effective date of the division and

shall comply with paragraph 3 of subsection G of this section;

5. “Organizational documents” means the articles of

organization and operating agreement of a domestic limited liability

company;

6. “Resulting company” means a domestic limited liability

company formed as a consequence of a division; and

7. “Surviving company” means a dividing company that survives

the division.

B. Under a plan of division, any domestic limited liability

company may, in the manner provided in this section, be divided into

two or more domestic limited liability companies. The division of a

domestic limited liability company in accordance with this section

and, if applicable, the resulting cessation of the existence of the

dividing company under articles of division shall not be deemed to

affect the personal liability of any person incurred before the

division with respect to matters arising before the division, nor

shall it be deemed to affect the validity or enforceability of any

obligations or liabilities of the dividing company incurred before

the division; provided, that the obligations and liabilities of the

dividing company shall be allocated to and vested in, and valid and

enforceable obligations of, the division company or companies to

which the obligations and liabilities have been allocated under the

plan of division, as provided in subsection H of this section. Each

resulting company in a division shall be formed in compliance with

the requirements of this act and subsection H of this section.

C. If the operating agreement of the dividing company specifies

the manner of adopting a plan of division, the plan of division

shall be adopted as specified in the operating agreement. If the

operating agreement of the dividing company does not specify the

manner of adopting a plan of division and does not prohibit a

division of the limited liability company, the plan of division

shall be adopted in the same manner as is specified in the operating

agreement for authorizing a merger or consolidation that involves

the limited liability company as a constituent party to the merger

or consolidation. If the operating agreement of the dividing

company does not specify the manner of adopting a plan of division

or authorizing a merger or consolidation that involves the limited

liability company as a constituent party and does not prohibit a

division of the limited liability company, the adoption of a plan of

division shall be authorized by the approval of members who own a

majority of the then current percentage or other interest in the

profits of the dividing company owned by all of the members.

Notwithstanding prior approval, a plan of division may be terminated

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or amended under a provision for the termination or amendment

contained in the plan of division.

D. Unless otherwise provided in a plan of division, the

division of a domestic limited liability company under this section
of the dividing company owned by all of the members.

Notwithstanding prior approval, a plan of division may be terminated

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or amended under a provision for the termination or amendment

contained in the plan of division.

D. Unless otherwise provided in a plan of division, the

division of a domestic limited liability company under this section

shall not require the limited liability company to wind up its

affairs under Section 2039 of Title 18 of the Oklahoma Statutes or

pay its liabilities and distribute its assets under Section 2040 of

Title 18 of the Oklahoma Statutes, and the division shall not

constitute a dissolution of the limited liability company.

E. In connection with a division under this section, rights or

securities of, or interests in, the dividing company may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, the surviving company or any

resulting company or, in addition to or in lieu thereof, may be

exchanged for or converted into cash, property, rights, or

securities of, or interests in, a domestic limited liability company

or any other business entity which is not a division company or may

be canceled or remain outstanding, if the dividing company is a

surviving company.

F. A plan of division adopted in accordance with subsection C

of this section:

1. May effect any amendment to the operating agreement of the

dividing company if it is a surviving company in the division; or

2. May effect the adoption of a new operating agreement for the

dividing company if it is a surviving company in the division; and

3. Shall effect the adoption of an operating agreement for each

resulting company. Any amendment to an operating agreement or

adoption of a new operating agreement for the dividing company, if

it is a surviving company in the division, or adoption of an

operating agreement for each resulting company made under the

foregoing sentence shall be effective at the effective time or date

of the division. Any amendment to an operating agreement or

adoption of an operating agreement for the dividing company, if it

is a surviving company in the division, shall be effective

notwithstanding any provision in the operating agreement of the

dividing company relating to amendment or adoption of a new

operating agreement, other than a provision that by its terms

applies to an amendment to the operating agreement or the adoption

of a new operating agreement, in either case, in connection with a

division, merger, or consolidation.

G. If a domestic limited liability company is dividing under

this section, the dividing company shall adopt a plan of division

which shall set forth:

1. The terms and conditions of the division, including:

a. any conversion or exchange of the membership interests

of the dividing company into or for membership

interests or other securities or obligations of any

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division company or cash, property, or rights or

securities or obligations of or interests in any other

business entity or domestic limited liability company

which is not a division company, or that the

membership interests of the dividing company shall

remain outstanding or be canceled, or any combination

of the foregoing, and

b. the allocation of assets, property, rights, series,

debts, liabilities, and duties of the dividing company

among the division companies;

2. The name of each resulting company and, if the dividing

company will survive the division, the name of the surviving

company;

3. The name and business address of a division contact which

shall have custody of a copy of the plan of division. The division

contact, or any successor division contact, shall serve for a period

of six (6) years following the effective date of the division.

During the six-year period the division contact shall provide,
company will survive the division, the name of the surviving

company;

3. The name and business address of a division contact which

shall have custody of a copy of the plan of division. The division

contact, or any successor division contact, shall serve for a period

of six (6) years following the effective date of the division.

During the six-year period the division contact shall provide,

without cost, to any creditor of the dividing company, within thirty

(30) days following the division contact’s receipt of a written

request from any creditor of the dividing company, the name and

business address of the division company to which the claim of the

creditor was allocated under the plan of division; and

4. Any other matters that the dividing company determines to

include therein.

H. If a domestic limited liability company divides under this

section, the dividing company shall file articles of division

executed by one or more authorized persons on behalf of the dividing

company in the Office of the Secretary of State in accordance with

Section 2006 of Title 18 of the Oklahoma Statutes and articles of

organization that comply with Section 2005 of Title 18 of the

Oklahoma Statutes for each resulting company executed by one or more

authorized persons in accordance with Section 2006 of Title 18 of

the Oklahoma Statutes. The articles of division shall state:

1. The name of the dividing company and, if it has been

changed, the name under which its articles of organization were

originally filed and whether the dividing company is a surviving

company;

2. The date of filing of the dividing company’s original

articles of organization with the Secretary of State;

3. The name of each division company;

4. The name and business address of the division contact

required by paragraph 3 of subsection G of this section;

5. The future effective date or time, which shall be a date or

time certain, of the division if it is not to be effective upon the

filing of the articles of division;

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6. That the division has been approved in accordance with this

section;

7. That the plan of division is on file at a place of business

of the division company as is specified therein, and shall state the

address thereof;

8. That a copy of the plan of division will be furnished by the

division company as is specified therein, on request and without

cost, to any member of the dividing company; and

9. Any other information the dividing company determines to

include therein.

I. The articles of division and each of the articles of

organization for each resulting company required by subsection H of

this section shall be filed simultaneously in the Office of the

Secretary of State and, if the articles are not to become effective

upon their filing as permitted by subsection C of Section 2007 of

Title 18 of the Oklahoma Statutes, then each of the articles shall

provide for the same effective date or time in accordance with

subsection C of Section 2007 of Title 18 of the Oklahoma Statutes.

Concurrently with the effective date or time of a division, the

operating agreement of each resulting company shall become

effective.

J. The articles of division shall act as a cancellation of the

articles of organization for a dividing company which is not a

surviving company.

K. An operating agreement may provide that a domestic limited

liability company shall not have the power to divide as set forth in

this section.

L. Upon the division of a domestic limited liability company

becoming effective:

1. The dividing company shall be divided into the distinct and

independent resulting companies named in the plan of division, and,

if the dividing company is not a surviving company, the existence of

the dividing company shall cease;

2. For all purposes of the laws of this state, all of the

rights, privileges, and powers, and all the property, real,
ted liability company

becoming effective:

1. The dividing company shall be divided into the distinct and

independent resulting companies named in the plan of division, and,

if the dividing company is not a surviving company, the existence of

the dividing company shall cease;

2. For all purposes of the laws of this state, all of the

rights, privileges, and powers, and all the property, real,

personal, and mixed, of the dividing company and all debts due on

whatever account to it, and all other things and other causes of

action belonging to it, shall without further action be allocated to

and vested in the applicable division company in the manner and

basis and with the effect as is specified in the plan of division,

and the title to any real property or interest therein allocated to

and vested in any division company shall not revert or be in any way

impaired by reason of the division;

3. Each division company shall, from and after effectiveness of

the articles of division, be liable as a separate and distinct

domestic limited liability company for the debts, liabilities, and

duties of the dividing company as are allocated to the division

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company under the plan of division in the manner and on the basis

provided in subparagraph b of paragraph 1 of subsection G of this

section;

4. Each of the debts, liabilities, and duties of the dividing

company shall without further action be allocated to and be the

debts, liabilities, and duties of the division company as is

specified in the plan of division as having the debts, liabilities,

and duties allocated to it, in the manner and basis and with the

effect as is specified in the plan of division, and no other

division company shall be liable therefor, so long as the plan of

division does not constitute a fraudulent transfer under applicable

law, and all liens upon any property of the dividing company shall

be preserved unimpaired, and all debts, liabilities, and duties of

the dividing company shall remain attached to the division company

to which the debts, liabilities, and duties have been allocated in

the plan of division, and may be enforced against the division

company to the same extent as if the debts, liabilities, and duties

had originally been incurred or contracted by it in its capacity as

a domestic limited liability company;

5. In the event that any allocation of assets, debts,

liabilities, and duties to division companies in accordance with a

plan of division is determined by a court of competent jurisdiction

to constitute a fraudulent transfer, each division company shall be

jointly and severally liable on account of the fraudulent transfer

notwithstanding the allocations made in the plan of division;

provided, however, the validity and effectiveness of the division

are not otherwise affected thereby;

6. Debts and liabilities of the dividing company that are not

allocated by the plan of division shall be the joint and several

debts and liabilities of all of the division companies;

7. It shall not be necessary for a plan of division to list

each individual asset, property, right, series, debt, liability, or

duty of the dividing company to be allocated to a division company

so long as the assets, property, rights, series, debts, liabilities,

or duties so allocated are reasonably identified by any method where

the identity of the assets, property, rights, series, debts,

liabilities, or duties is objectively determinable;

8. The rights, privileges, powers, and interests in property of

the dividing company that have been allocated to a division company,

as well as the debts, liabilities, and duties of the dividing

company that have been allocated to the division company under a

plan of division, shall remain vested in the division company and

shall not be deemed, as a result of the division, to have been
able;

8. The rights, privileges, powers, and interests in property of

the dividing company that have been allocated to a division company,

as well as the debts, liabilities, and duties of the dividing

company that have been allocated to the division company under a

plan of division, shall remain vested in the division company and

shall not be deemed, as a result of the division, to have been

assigned or transferred to the division company for any purpose of

the laws of this state; and

9. Any action or proceeding pending against a dividing company

may be continued against the surviving company as if the division

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did not occur, but subject to paragraph 4 of subsection L of this

section and against any resulting company to which the asset,

property, right, series, debt, liability, or duty associated with

the action or proceeding was allocated under the plan of division by

adding or substituting the resulting company as a party in the

action or proceeding.

M. In applying the provisions of this act on distributions, a

direct or indirect allocation of property or liabilities in a

division is not deemed a distribution for purposes of this act.

N. The provisions of this section shall not be construed to

limit the means of accomplishing a division by any other means

provided for in an operating agreement or other agreement or as

otherwise permitted by this act or as otherwise permitted by law.

O. All limited liability companies formed on or after November

1, 2023, shall be governed by this section. All limited liability

companies formed before November 1, 2023, shall be governed by this

section; provided, that if the dividing company is a party to any

written contract, indenture, or other agreement entered into before

November 1, 2023, that, by its terms, restricts, conditions, or

prohibits the consummation of a merger or consolidation by the

dividing company with or into another party, or the transfer of

assets by the dividing company to another party, then the

restriction, condition, or prohibition is deemed to apply to a

division as if it were a merger, consolidation, or transfer of

assets, as applicable.