2020 Oklahoma Statutes
Title 18. Corporations
§18-2001. Definitions.

DEFINITIONS

As used in the Oklahoma Limited Liability Company Act, unless the context otherwise requires:

1. "Articles of organization" means documents filed for the purpose of forming a limited liability company, and the articles as amended;

2. "Bankrupt" means bankrupt under the United States Bankruptcy Code, as amended, or insolvent under any state insolvency act;

3. "Business" means any trade, occupation, profession or other activity regardless of whether engaged in for gain, profit or livelihood;

4. "Capital contribution" means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services;

5. "Capital interest" means the fair market value as of the date contributed of a member's capital contribution as adjusted for any additional capital contributions or withdrawals, a person's share of the profits and losses of a limited liability company and a person's right to receive distributions of the limited liability company's assets;

6. "Corporation" means a corporation formed under the laws of this state or a foreign corporation as defined in this section;

7. "Court" includes every court and judge having jurisdiction in the case;

8. "Foreign corporation" means a corporation formed under the laws of any state other than this state, or under the laws of the District of Columbia or any foreign country;

9. "Foreign limited liability company" means:

• a.an unincorporated association,
• b.organized under the laws of a state other than the laws of this state or organized under the laws of any foreign country, and
• c.organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity, and a limited liability company formed under the laws of any state other than this state, or under the laws of the District of Columbia or any foreign country;

10. "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state, or under the laws of the District of Columbia or any foreign country;

11. "Limited liability company" or "domestic limited liability company" means an entity formed under the Oklahoma Limited Liability Company Act and existing under the laws of this state;

12. "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership as defined in this section;

13. "Manager" or "managers" means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement;

14. "Member" means a person with an ownership interest in a limited liability company, with the rights and obligations specified under this act;

15. "Membership interest" or "interest" means a member's rights in the limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets and capital interest, any right to vote or participate in management, and such other rights accorded to members under the articles of organization, operating agreement, or the Oklahoma Limited Liability Company Act;

16. "Operating agreement", regardless of whether referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, means any agreement of the members, including a sole member, as to the affairs of a limited liability company and the conduct of its business, including the agreement as amended or restated;

17. "Person" means an individual, a general partnership, a limited partnership, a limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity;

18. "State" means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico; and

19. "Charitable entity" means any nonprofit limited liability company or other entity that is exempt from taxation under Section 501(c)(3) of the United States Internal Revenue Code (26 U.S.C., Section 501(c)(3)), or any successor provisions.

Added by Laws 1992, c. 148, § 2, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 2, eff. Sept. 1, 1993; Laws 1997, c. 145, § 1, eff. Nov. 1, 1997; Laws 2008, c. 253, § 16; Laws 2017, c. 323, § 37, eff. Nov. 1, 2017.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).