§ 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. “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; 7. “Corporation” means a corporation organized under the laws of this state or the laws of any jurisdiction other than this state; 8. “Court” includes every court and judge having jurisdiction in the case; 9. “Document” means: a. any tangible medium on which information is inscribed including handwritten, typed, printed, or similar instruments and copies of such instruments, and b. an electronic transmission; 10. “Electronic transmission” means any form of communication not directly involving the physical transmission of paper including the use of or participation in one or more electronic networks or databases, including one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process; 11. “Foreign corporation” means a corporation organized under the laws of any jurisdiction other than this state; 12. “Foreign limited liability company” means: a. an unincorporated association, b. formed under the laws of any jurisdiction other than this state, and c. formed 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; 13. “Foreign limited partnership” means a limited partnership formed under the laws of any jurisdiction other than this state; 14. “Jurisdiction”, when used to refer to a political entity, means the United States, a state, a tribal government, a foreign country or a political subdivision of a foreign country; 15. “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; 16. “Limited partnership” means a limited partnership formed under the laws of this state or a foreign limited partnership as defined in this section; 17. “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 and includes a manager of the limited liability company generally and a manager associated with a series of the limited liability company. Unless the context otherwise requires, references in this act to a manager shall be deemed to be references to a manager of the limited liability company generally and to a manager associated with a series with respect to such series; 18. “Member” means a person with an ownership interest in a limited liability company, with the rights and obligations specified under the Oklahoma Limited Liability Company Act and includes a member of the limited liability company generally and a member associated with a series of the limited liability company. Unless the context otherwise requires, references in this act to a member shall be deemed to be references to a member of the limited liability company generally and to a member associated with a series with respect to such series; 19. “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; 20. “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 including any protected series or registered series thereof and the conduct of its business including the agreement as amended or restated; 21. “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; 22. “Protected series” means a designated series of members, managers, membership interests, or assets that is established in accordance with Section 2054.4 of this title; 23. “Registered series” means a designated series of members, managers, membership interests, or assets that is formed in accordance with Section 14 of this act; and 24. “State” means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

Legislative History

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; Laws 2021, c. 51, § 18, eff. Nov. 1, 2021; Laws 2024, c. 121, § 2, eff. Nov. 1, 2024. 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).