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Oklahoma LLC Formation Requirements

Articles of Organization

In any Oklahoma LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Oklahoma Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization for you Oklahoma LLC formation. This information must include:

  • The LLC name
  • The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
  • The street address of its principal place of business, wherever located, and the name and street address of its resident agent which shall be identical to its registered office in this state

Filing

Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, an Oklahoma LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A LLC must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements:
  • Procedure for Membership: The member may acquire an interest in the LLC either
    • in proportion to their contribution or
    • otherwise in accordance with the operating agreement of the company

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company. A member may not withdraw unless the operating agreement expressly permits withdrawal in writing.

  • A member may not resign from a limited liability company except in accordance with the operating agreement
  • A member that withdraws due to wrongful conduct is liable to the company for any resulting damages, which may include the reasonable cost of replacing the services that the withdrawn member is obligated to perform

The limited liability company may offset its damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in the operating agreement or otherwise available under applicable law. The limited liability company shall not, however, be entitled to any equitable remedy that would prevent a member from exercising the power to withdraw if such power is permitted in the operating agreement.

The operating agreement may provide for the expulsion of a member, with or without cause, which shall include reasonable provision for the distributable interest.

Contribution

The contributions of a member to the LLC may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

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