Fill and Sign the Oklahoma Business Start Up Guide Oklahoma Department Form

- 1 - SINGLE-MEMBER OPERATING ARRANGEMENT OF _______________________________ LIMITED LIABILITY COMPANY STATE OF OKLAHOMA THIS OPERATING ARRANGEMENT is hereby established, this the _____ day of ______________, 20___, by _____________________________________ the Initial Member. The Initial Member contemplates that additional Members may join the limited liability company in the future, and the following Operating Arrangement has therefore been developed. ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY 1. Formation of LLC. The Initial Member has formed a limited liability company in the State of Oklahoma named ___________________________________________________ ("LLC"). The operation of the LLC shall be governed by the terms of this Arrangement and the applicable laws of the State of Oklahoma relating to the formation, operation and taxation of a LLC. To the extent permitted by law, the terms and provisions of this Arrangement shall control if there is a conflict between state law and this Arrangement. The LLC shall be taxed as a sole proprietorship until and unless additional Members are added, after which the LLC will be taxed as a partnership. Any provisions of this Arrangement that may cause the LLC not to be taxed as a sole proprietorship or partnership shall be inoperative. 2. Articles of Organization. The Initial Member has caused to be filed Articles of Organization, (“Articles”) of record with the state, thereby creating the LLC. 3. Business. The business of the LLC shall be: a) _________________________________________________________ __________________________________________________________________________________________________________________ and b) To conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to conduct or promote, within this state or any other jurisdiction. 4.
..................................................................................................................................... [ ] c) ..................................................................................................................................... ..................................................................................................................................... This limited liability company shall consist of five or more persons, appointed as a committee of management and, subject to certain restrictions, be permitted to engage in any lawful business as a limited liability company, unless otherwise restricted by law. 5. Limited liability. The LLC is a limited liability company having limited liability for all liabilities of the LLC. The llc shall not have total liability. The LLC's aggregate liability, to the maximum extent permitted by law, shall not exceed its distributive share of the assets of the LLC. The llc's articles of organization may specify the purposes and activities that may not be considered a lawful business of a limited liability company as stated in paragraph 4 above. The LLC is only permitted to make distributions to its members, if any, after the LLC has obtained the following: a) and b) if any other legal organization documents have been obtained and complied with, the initial member must be notified that the LLC is in fact a company, and that the llc has obtained the necessary documents; 6. Member. The member of a limited liability company is called a member. 7. ..................................................................................................................................... [ ] 8. Certificate of formation. The initial member is the initial member and the LLC as noted in the articles of organization. 9. Certificate to be furnished to member. In order to become a member of the LLC, the member must present an original and one signed certificate of filing indicating: a) if a sole proprietorship, an original certificate of business registration that indicates, to the best of the initial member's knowledge, that the LLC business was registered under the laws of this state; b) if a partnership, an original certificate of division and existence; c) if an unincorporated business, an original certificate of incorporation; d) if a llc in which the initial member resides, a letter of credit sufficient to comply with any law for the purpose of paying expenses of the LLC without exceeding any permitted limit; e) if the LLC is dissolved, a statement that the llc has been dissolved; f) the name and address of each other member, as provided by this agreement, at the time the LLC was registered; g) if a limited liability company, either (1) an original or corrected partnership statement if the LLC was an llc in which one or more persons other than the initial member was a partner, if the LLC was the entity with which the other persons participated in the formation of the LLC; or (2) a notice of dissolution of