PROFESSIONAL LIMITED LIABILITY COMPANY
for LICENSED PROFESSIONALS
OKLAHOMA
Electronic Version
STATUTORY REFERENCES
Oklahoma Statutes, Title 18: Corporations, can be viewed at this link :
http://www.oscn.net/applications/oscn/index.asp?ftdb=STOKST18&level=1
- Oklahoma Limited Liability Company Act: Title 18, Section 2000-2060.
- Oklahoma Professional Entity Act: Title 18, Section 801-819.
SPECIAL NOTE – CERTIFICATE
Before filing your Articles of Organization you must obtain an original certificate
from the regulating board for your profession, showing that each of the members
and managers of your company is duly licensed to practice your profession. This
certificate must be filed along with your Articles of Organization. Contact your
regulating board to obtain this certificate.
SELECTED STATUTES
Selections from the Oklahoma Professional Entity Act are set out below for your reference.
Section 802 - Statutory Policy
This act shall be so construed as to effectuate its general purpose of making available to
professional persons the benefits of the corporate form for the business aspects of their practices
while preserving the established professional aspects of the personal relationship between the
professional person and those he serves.
Section 803 – Definitions
A. As used herein, unless the context clearly indicates that a different meaning is intended:
1. "Associated act" means the Oklahoma General Corporation Act, Section 1000 et seq. of this
title, in the case of a corporation; the Oklahoma Revised Uniform Limited Partnership Act,
Section 301 et seq. of Title 54 of the Oklahoma Statutes, in the case of a limited partnership; or
the Oklahoma Limited Liability Company Act, Section 2000 et seq. of this title, in the case of a
limited liability company;
2. "Interest" means a share of stock in a corporation, a partnership interest in a limited
partnership or a membership interest in a limited liability company;
3. "Owner" means a shareholder in the case of a corporation, a general or limited partner in the
case of a limited partnership or a member in the case of a limited liability company;
4. "Manager" means a director or officer in the case of a corporation, a general partner in the
case of a limited partnership or a manager in the case of a limited liability company;
5. "Professional entity" means a domestic corporation, limited partnership or limited liability
company formed for the purpose of rendering professional service;
6. "Professional service" means the personal service rendered by:
a. a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through
524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of
medicine,
b. an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of
Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of
osteopathy,
c. a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59
of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic,
d. a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of
the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine,
e. an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of optometry,
f. a veterinarian pursuant to a license under Sections 698.1 through 698.18 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of veterinary medicine,
g. an architect pursuant to a license under Sections 46.1 through 46.37 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of architecture,
h. an attorney pursuant to his authority to practice law granted by the Supreme Court of the State
of Oklahoma,
i. a dentist pursuant to a license under Sections 328.1 through 328.51a of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry,
j. a certified public accountant or a public accountant pursuant to his or her authority to practice
accounting under Sections 15.1 through 15.35 of Title 59 of the Oklahoma Statutes, and any
subsequent laws regulating the practice of public accountancy,
k. a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of psychology,
l. a physical therapist pursuant to a license under Sections 887.1 through 887.18 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of physical therapy,
m. a registered nurse pursuant to a license under Sections 567.1 through 567.16a of Title 59 of
the Oklahoma Statutes, and any other subsequent laws regulating the practice of nursing,
n. a professional engineer pursuant to a license under Sections 475.1 through 475.22a of Title 59
of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering,
o. a land surveyor pursuant to a license under Sections 475.1 through 475.22a of Title 59 of the
Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying,
p. an occupational therapist pursuant to Sections 888.1 through 888.15 of Title 59 of the
Oklahoma Statutes and any subsequent law regulating the practice of occupational therapy,
q. a speech pathologist or speech therapist pursuant to Sections 1601 through 1622 of Title 59 of
the Oklahoma Statutes, and any subsequent law regulating the practice of speech pathology,
r. an audiologist pursuant to Sections 1601 through 1622 of Title 59 of the Oklahoma Statutes,
and any subsequent law regulating the practice of audiology,
s. a registered pharmacist pursuant to Sections 353 through 366 of Title 59 of the Oklahoma
Statutes, and any subsequent law regulating the practice of pharmacy,
t. a licensed perfusionist pursuant to Sections 2051 through 2071 of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the practice of perfusionists,
u. a licensed professional counselor pursuant to Sections 1901 through 1920 of Title 59 of the
Oklahoma Statutes, and any subsequent law regulating the practice of professional counseling,
v. a licensed marital and family therapist pursuant to Sections 1925.1 through 1925.18 of Title 59
of the Oklahoma Statutes, and any subsequent law regulating the practice of marital and family
therapy,
w. a dietitian licensed pursuant to Sections 1721 through 1739 of Title 59 of the Oklahoma
Statutes and any subsequent laws regulating the practice of dietitians, or
x. a social worker licensed pursuant to Sections 1250 through 1273 of Title 59 of the Oklahoma
Statutes, and any subsequent laws regulating the practice of social work;
7. "Related professional services" means those services which are combined for professional
entity purposes as follows:
a. any combination of the following professionals:
(1) a physician, surgeon or doctor of medicine pursuant to a license under Sections 481 through
524 of Title 59 of the Oklahoma Statutes, and any subsequent laws regulating the practice of
medicine,
(2) an osteopathic physician or surgeon pursuant to a license under Sections 620 through 645 of
Title 59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of
osteopathy,
(3) a dentist pursuant to a license under Sections 328.1 through 328.51a of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of dentistry,
(4) a chiropractic physician pursuant to a license under Sections 161.1 through 161.20 of Title 59
of the Oklahoma Statutes, and any subsequent laws regulating the practice of chiropractic,
(5) a psychologist pursuant to a license under Sections 1351 through 1376 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of psychology,
(6) an optometrist pursuant to a license under Sections 581 through 606 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of optometry,
(7) a podiatric physician pursuant to a license under Sections 135.1 through 160.2 of Title 59 of
the Oklahoma Statutes, and any subsequent laws regulating the practice of podiatric medicine, or
(8) a dietitian licensed pursuant to Sections 1721 through 1739 of Title 59 of the Oklahoma
Statutes and subsequent laws regulating the practice of dietitians, or
b. any combination of the following professions:
(1) an architect pursuant to a license under Sections 46.1 through 46.37 of Title 59 of the
Oklahoma Statutes, and any subsequent laws regulating the practice of architecture,
(2) a professional engineer pursuant to a license under Sections 475.1 through 475.22a of Title
59 of the Oklahoma Statutes, and any subsequent laws relating to the practice of engineering, or
(3) a land surveyor pursuant to a license under Sections 475.1 through 475.22a of Title 59 of the
Oklahoma Statutes, and any subsequent laws relating to the practice of land surveying;
Section 804 - Formation of Professional Entity-Certificate of Incorporation
A professional entity may be formed by filing the appropriate instrument required by the
associated act with the Secretary of State. The individual or individuals forming the professional
entity shall be duly licensed in accordance with the provisions of this state's licensing laws for
the profession and in good standing within the profession to be practiced through the
professional entity. Such instrument shall meet the requirements of the applicable associated act
and shall also contain the following:
1. The profession or related professions to be practiced through the professional entity; and
2. A certificate by the regulating board of the profession or related professions involved that each
of the persons who are to become owners or managers of the professional entity and who are to
engage in the practice of the profession or related profession is duly licensed in accordance with
the provisions of this state's licensing laws for the profession or related profession to practice
such profession.
Section 805 - Application of Respective Associated Act
The respective associated act shall be applicable to each professional entity, and each
professional entity shall enjoy the powers and privileges and be subject to the duties, restrictions,
and liabilities of other similarly situated business entities, except where inconsistent with this act.
This act shall take precedence in the event of any conflict with provisions of the applicable
associated act or other laws.
Section 806 - Purpose for which Incorporated
A professional entity may be formed for the purpose of rendering one specific type of
professional service or related professional services and services ancillary thereto and shall not
engage in any business other than rendering the professional service or services which it was
organized to render and services ancillary thereto; provided, however, that a professional entity
may own real and personal property necessary or appropriate for rendering the type of
professional services it was organized to render and may invest its funds in real estate,
mortgages, stocks, bonds and any other type of investments.
Section 807 - Name of Professional Entity
The name of every professional entity shall end with one or more of the words or abbreviations
permitted in the applicable associated acts; provided, that such words or abbreviations shall be
modified by the word "professional" or some abbreviation of the combination, with or without
punctuation, including, without limitation: "P.C.", "P.L.C." or "P.L.L.C.". Provided further, each
of the regulating boards may by rule adopt further requirements as to the names of professional
entities organized to render professional services within the jurisdiction of such regulating board.
Section 808 - Office
The principal office of the professional business entity shall be designated by street address in
the formation instrument and shall not be changed without amendment of the formation
instrument.
Section 809 - Interest Holders Must be Duly Licensed
Except as provided in Section 815 of this title, no person shall hold an interest in a professional
entity who is not duly licensed in accordance with the provisions of this state's licensing laws for
the profession or related profession to render the same professional services or related
professional services as those for which the entity is organized.
Section 810 - Managers and Shareholders Must Be Duly Licensed
No person may be a manager of a professional entity who is not a person duly licensed in
accordance with the provisions of this state's licensing laws for the profession or related
profession to render the same professional services or related professional services as those for
which the entity is formed. No person may be a shareholder of a professional corporation who is
not an individual duly licensed to render the same professional services or related professional
services as those for which the corporation is organized.
Section 811 - Professional Services Through Officers, Employees and Agents
A professional entity may render professional services only through its owners, managers,
employees and agents who are duly licensed in accordance with the provisions of this state's
licensing laws to render professional services; provided, however, this provision shall not be
interpreted to include in the term "employee", as used herein, clerks, secretaries, bookkeepers,
technicians and other assistants who are not usually and ordinarily considered by custom and
practice to be rendering professional services to the public for which a license is required.
Section 812 - Professional Relationship Preserved
This act does not alter any law applicable to the relationship between a person rendering
professional services and a person receiving such services, including liability arising out of such
professional services.
Section 813 - Professional Regulation
Subject to the provisions of Section 819 of this title, nothing in this act shall restrict or limit in
any manner the authority and duty of the regulating boards for the licensing of individual persons
rendering professional services or the practice of the profession which is within the jurisdiction
of such regulating board, notwithstanding that such person is an owner, manager or employee of
a professional entity and rendering such professional services or engaging in the practice of such
profession through such professional entity.
Section 814 - Prohibited Acts
No professional entity may do any act which is prohibited to be done by individual persons
licensed to practice a profession which the professional entity is organized to render.
…
STEPS TO FORM PLLC
Step 1: Choose a name for your PLLC
The name of the limited liability company must end with either the words PROFESSIONAL
LIMITED LIABILITY COMPANY or PROFESSIONAL LIMITED COMPANY or the
abbreviations P.L.L.C., P.L.C., PLLC or PLC. The word LIMITED may be abbreviated as LTD.
and the word COMPANY may be abbreviated as CO.
Call the Business Filing Division of the Secretary of State’s office at (405) 522-4560 to make
sure the name you want is available and acceptable.
A name may be reserved, in order to prevent someone else from taking it at the last minute. See
Form 1, Name Reservation on the download page if you wish to reserve a name. Follow the
instructions on the form.
Step 2: See Form 2 – Articles of Organization
1. NAME- See above for name requirements.
2. PRINCIPAL PLACE OF BUSINESS-The company's principal place of business address must
be a street address in this state and cannot be a post office box address. Rural routes with box
numbers are acceptable.
3. RESIDENT AGENT AND OFFICE - All professional limited liability companies must
maintain a resident agent and office. The resident agent may be the domestic professional limited
liability company itself, an individual resident of this state, or a domestic or qualified foreign
corporation, limited liability company or limited partnership. Each registered agent shall
maintain a business office identical with the registered office which is open during regular
business hours to accept service of process and otherwise perform the functions of a registered
agent. The address of the resident agent must be a street address and cannot be a post office box
address. Rural routes with box numbers are acceptable.
4. DURATION-Term of existence of the professional limited liability company which may be
perpetual.
5. PURPOSE-A professional limited liability company may be formed for the purpose of
rendering one specific type of professional service or related professional services and services
ancillary thereto and shall not engage in any business other than rendering the professional
service or services which it was organized to render. (Title 18, §806)
6. CERTIFICATE-An original certificate issued by the regulating board of the profession or
related professions involved, that each of the managers and members is duly licensed to practice
such profession must be attached to the articles of organization. (Title 18, Section 818)
7. EXECUTION-At least one person, who need not be a member of the professional limited
liability company, must sign the articles of organization. The execution of the articles of
organization constitutes an affirmation under the penalties of perjury that the facts stated therein
are true.
Step 3: Filing Procedure
1. Prepare and file with the Secretary of State TWO signed copies of the articles of organization.
2. File with the articles of organization an original certificate issued by the regulating board of
the profession or related professions involved, that each of the managers and members is duly
licensed to practice such profession.
3. Pay to the Secretary of State a filing fee of $100.00. Call first to confirm this amount
( 405) 521-3912.
4. Make the check or money order payable to the Oklahoma Secretary of State. The articles of
organization may be mailed or delivered in person to: Secretary of State, 2300 N. Lincoln Blvd.,
Room 101, State Capitol Building, Oklahoma City, Oklahoma 73105-4897. Documents to be
processed in person must be delivered to the Secretary of State's office between the hours of 8:00
a.m. and 4:00 p.m. (Monday-Friday).
Step 4: Upon return of the Articles, complete the Operating Agreement.
SEE FORM 3 – SAMPLE OPERATING AGREEMENT
Adapt the sample to fit your needs. Insert the name of your profession into the
“practice of _________” blanks where appropriate.
Step 5: Apply for a Federal Tax Identification Number.
Download IRS-SS-4.pdf and IRS-SS-4-I.pdf (instructions). Complete and mail.
Step 6: Conduct business.
Disclaimer : If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters.
The information and forms contained herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All
use is subject to the U.S. Legal Forms, Inc. Disclaimer and License here: http://www.uslegalforms.com/disclaimer.htm
FORMS DOWNLOAD
To access the download page please do the following:
IMPORTANT NOTE : WRITE DOWN THE USERNAME AND PASSWORD SHOWN
BELOW BECAUSE YOU WILL NEED TO ENTER IT EXACTLY (case sensitive) TO
DOWNLOAD THE FORMS.
The download page you will access by using the link below contains links to download the forms
for this package, as well as a brief description of each form. Once you reach the download page,
the easiest procedure to download the forms is to right-click on the form links and select “save
target as” to save each form to your hard drive.
To access the download page you are required to use the following login (PLEASE WRITE
THIS DOWN):
USERNAME: ffe957
PASSWORD: zzz333
The download link can be accessed by any of the following methods:
- Copy the link below and paste into your browser URL location.
- Type the link below exactly (case sensitive) as shown into your browser.
- Click on the highlighted link below.
Download Link:
http://www.uslegalforms.com/data/corp/OK-00LLC/OK-00PLLC.htm
http://www.uslegalforms.com/data/corp/OK-00LLC/OK-00PLLC.htm
FORM 3
SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the PLLC to be operated by one or more managers OR by the members. You will
have to decide how you want your PLLC to operate.
Insert the name of your profession into the “practice of _________” blanks where appropriate.
Read carefully and make appropriate changes to suit
your individual needs and purposes.
OPERATING AGREEMENT
OF
______________________________________
AN OKLAHOMA PROFESSIONAL LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT ("Agreement") is entered into the __________ day of
_____________________, 20______, by and between the following persons:
1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of PLLC . The Parties have formed a Oklahoma professional limited liability
company named _______________________________________________ ("PLLC"). The
operation of the PLLC shall be governed by the terms of this Agreement and the provisions
of the Oklahoma Professional Entity Act (Oklahoma Statutes, Title 18, Section 801-819),
hereinafter referred to as the "Act". To the extent permitted by the Act, the terms and
provisions of this Agreement shall control if there is a conflict between such Law and this
Agreement. The Parties intend that the PLLC shall be taxed as a partnership. Any provisions
of this Agreement, if any, that may cause the PLLC not to be taxed as a partnership shall be
inoperative.
2. Articles or Organization . The Members acting through one of its Members,
_____________________________________, filed Articles of Organization, ("Articles") for
record in the office of the with the Oklahoma Secretary of State on
_________________________, thereby creating the PLLC.
3. Business . The business of the PLLC shall be to engage in the practice of ________________
and to perform or engage in any act or business in which a limited liability company is
allowed to participate in the State of Oklahoma.
4. Registered Office and Registered Agent . The registered office and place of business of the
PLLC shall be _____________________________________________________________
______________________________________ and the registered agent at such office shall
be __________________________________________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration . The PLLC will commence business as of the date of filing and will continue in
perpetuity.
6. Fiscal Year . The PLLC's fiscal and tax year shall end December 31.
ARTICLE II
MEMBERS
7. Initial Members . The initial members of the PLLC, their initial capital contributions, and
their percentage interest in the PLLC are:
Initial Percentage Interest Capital
Members in PLLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Membership Restriction .
(a) Each member of the PLLC and each of the employees of the PLLC engaged in
the practice of __________________ shall be licensed to practice
___________________.
(b) Each member of the PLLC shall be licensed to practice __________________
in the State of Oklahoma and shall be engaged in the practice of
___________________ in Oklahoma.
(c) New members may be admitted only upon the consent of a majority of the
Members and upon compliance with the provisions of this agreement.
(d) If the PLLC is managed by managers, each manager shall be licensed to
practice ____________________ in the State of Oklahoma
ARTICLE III
MANAGEMENT
9. Management . The Members have elected to manage the PLLC as follows (check as
appropriate):
The management of the PLLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the
company. The President and Secretary may act for and on behalf of the PLLC
and shall have the power and authority to bind the PLLC in all transactions and
business dealings of any kind except as otherwise provided in this Agreement.
The Members hereby delegate the management of the PLLC to Manager(s),
subject to the limitations set out in this agreement.
(a) The Members shall elect and may remove the Manager(s) by majority vote.
(b) A Manager shall serve until a successor is elected by the Members.
(c) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the PLLC.
(d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the PLLC, including, but not limited to signing
checks, executing leases, and signing loan documents.
(e) In determining the timing and total amount of distributions to the Members,
the action of the Manager shall be based on a majority vote of the Managers,
with or without a meeting.
(f) The c ompensation to the Manager(s) shall be in the discretion of the majority
of the Members of the PLLC.
(g) There shall be _________ initial Managers.
(h) The initial Manager(s) is/are:
_________________________________________________________
_________________________________________________________
_________________________________________________________
10. Officers and Relating Provisions . In the event the Members elect to manage the PLLC,
rather than appointing a manager, the Members shall appoint officers for the PLLC and the
following provisions shall apply:
(a) Officers . The officers of the PLLC shall consist of a president, a treasurer and a secretary,
or other officers or agents as may be elected and appointed by the Members. A Member
may hold more than one or all offices. The officers shall act in the name of the PLLC
and shall supervise its operation under the direction and management of the Members, as
further described below. All officers of the PLLC shall be members of the PLLC.
(b) Election and Term of Office . The officers of the PLLC shall be elected annually by the
Members by a majority vote. Vacancies may be filled or new offices created and filled at
any meeting of the Members. Each officer shall hold office until his/her death, until
he/she shall resign, or until he/she is removed from office. Election or appointment of an
officer or agent shall not of itself create a contract right.
(c) Removal . Any officer or agent may be removed by a majority of the Members whenever
they decide that the best interests of the Company would be served thereby. Such
removal shall be without prejudice to the contract rights, if any, of the person so
removed.
(d) Vacancies . A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of
the term.
(e) President . The President shall be the chief executive officer of the PLLC and shall
preside at all meetings of the Members. The President shall have such other powers and
perform such duties as are specified in this Agreement and as may from time to time be
assigned by the Members of the PLLC.
(f) The Treasurer . The Treasurer shall be the chief financial officer of the PLLC. The
Treasurer shall not be required to give a bond for the faithful discharge of his/her duties.
The Treasurer shall: (i) have charge and custody of and be responsible for all funds and
securities of the PLLC; (ii) in the absence of the President, preside at meetings of the
Members; (iii) receive and give receipts for moneys due and payable to the PLLC from
any source whatsoever, and deposit all such moneys in the name of the PLLC in such
banks, trust companies or other depositaries as shall be selected by the Members of the
PLLC; and (iv) in general perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned by the President or by the
Members of the PLLC.
(g) Secretary . The secretary shall: (i) keep the minutes of the Members meetings in one or
more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian
of PLLC records; (iv) keep a register of the post office address of each Member; (v)
certify the Member’s resolutions; and other documents to the PLLC as true and correct;
(vi) in the absence of the President and Treasurer, preside at meetings of the Members
and (vii) in general perform all duties incident to the office of secretary and such other
duties as from time as may be assigned by the President or the Members.
11. Member Only Powers . Notwithstanding any other provision of this Agreement, only a
majority of the Members may: (a) sell or encumber (but not lease) any real estate owned by
the PLLC, or (b) incur debt, expend funds, or otherwise obligate the PLLC if the debt,
expenditure, or other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members . Each Member shall own a percentage interest (sometimes referred to as
a share) in the PLLC. The Member’s percentage interest shall be based on the amount of
cash or other property that the Member has contributed to the PLLC and that percentage
interest shall control the Member’s share of the profits, losses, and distributions of the PLLC.
13. Contributions . The initial contributions and initial percentage interest of the Members are as
set out in this Agreement.
14. Additional Contributions . Only a majority of the Members of the PLLC may call on the
Members to make additional cash contributions as may be necessary to carry on the PLLC's
business. The amount of any additional cash contribution shall be based on the Member's
then existing percentage interest. To the extent a Member is unable to meet a cash call, the
other Members can contribute the unmet call on a pro rata basis based on the Members'
percentage interests at that time, and the percentage interest of each Member will be adjusted
accordingly.
15. Record of Contributions/Percentage Interests . This Agreement, any amendment(s) to this
Agreement, and all Resolutions of the Members of the PLLC shall constitute the record of
the Members of the PLLC and of their respective interest therein.
16. Profits and Losses . The profits and losses and all other tax attributes of the PLLC shall be
allocated among the Members on the basis of the Members' percentage interests in the PLLC.
17. Distributions . Distributions of cash or other assets of the PLLC (other than in dissolution of
the PLLC) shall be made in the total amounts and at the times as determined by a majority of
the Members. Any such distributions shall be allocated among the Members on the basis of
the Members' percentage interests in the PLLC.
18. Change in Interests . If during any year there is a change in a Member's percentage interest,
the Member's share of profits and losses and distributions in that year shall be determined
under a method which takes into account the varying interests during the year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members . Members shall be entitled to vote on all matters which provide for a
vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required . Except as otherwise provided and delegated to the Officers or Managers,
a majority of the Members, based upon their percentage ownership, is required for any
action.
21. Meetings - Written Consent . Action of the Members or Officers may be accomplished with
or without a meeting. If a meeting is held, evidence of the action shall be by Minutes or
Resolution reflecting the action of the Meeting, signed by a majority of the Members, or the
President and Secretary. Action without a meeting may be evidenced by a written consent
signed by a majority of the Members, or the President and Secretary.
22. Meetings . Meetings of the Members may be called by any Member owning 10% or more of
the PLLC, or, if Managers were selected, by any Manager of the PLLC, or if Officers were
elected, by any officer.
23. Majority Defined . As used throughout this agreement the term “Majority” of the Members
shall mean a majority of the ownership interest of the PLLC as determined by the records of
the PLLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability . The Members, Managers and officers shall
perform their duties in good faith, in a manner they reasonably believe to be in the best
interests of the PLLC, and with such care as an ordinarily prudent person in a like position
would use under similar circumstances. No Member or officer, by reason of being or having
been a Member or officer, shall be liable to the PLLC or to any other Member or officer for
any loss or damage sustained by the PLLC or any other Member or officer unless the loss or
damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, or a
wrongful taking by that Member or officer.
25. Members Have No Exclusive Duty to PLLC . The Members shall not be required to
participate in the PLLC as their sole and exclusive business. Members may have other
business interests and may participate in other investments or activities in addition to those
relating to the PLLC. No Member shall incur liability to the PLLC or to any other Member
by reason of participating in any such other business, investment or activity.
26. Protection of Members and Officers .
(a) As used herein, the term “Protected Party” refers to the Members and officers of
the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties (including
fiduciary duties) and liabilities relating thereto to the PLLC or to any other
Protected Party, a Protected Party acting under this Agreement shall not be liable
to the PLLC or to any other Protected Party for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the PLLC; and/or
(iii) such information, opinions, reports or statements presented to the PLLC
by any person as to matters the Protected Party reasonably believes are within
such other person’s professional or expert competence and who has been
selected with reasonable care by or on behalf of the PLLC.
(c) The provisions of this Agreement, to the extent that they restrict the duties and
liabilities of a Protected Party to the PLLC or to any other Protected Party
otherwise existing at law or in equity, are agreed by the parties hereto to replace
such other duties and liabilities of such Protected Party.
27. Indemnification and Insurance .
(a) Right to Indemnification .
(b) Any person who is or was a member or officer of the PLLC and
who is or may be a party to any civil action because of his/her
participation in or with the PLLC, and who acted in good faith and
in a manner which he/she reasonably believed to be in, or not
opposed to, the best interests of the PLLC may be indemnified and
held harmless by the PLLC.
(c) Any person who is or was a member or officer of the PLLC and
who is or may be a party to any criminal action because of his/her
participation in or with the PLLC, and who acted in good faith and
had reasonable cause to believe that the act or omission was lawful,
may be indemnified and held harmless by the PLLC.
(b) Advancement of Expenses . Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be
determined to not be entitled to indemnification, that member or officer agrees to
immediately repay to PLLC all funds expended by the PLLC on behalf of the member
or officer.
(c) Non-Exclusivity of Rights . The right to indemnification and payment of fees and
expenses conferred in this section shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, provision of this Agreement,
contract, agreement, vote of Members or otherwise. The Members and officers are
expressly authorized to adopt and enter into indemnification agreements for Members
and officers.
(d) Insurance . The Members may cause the PLLC to purchase and maintain insurance for
the PLLC, for its Members and officers, and/or on behalf of any third party or parties
whom the members might determine should be entitled to such insurance coverage.
(e) Effect of Amendment . No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission occurring
prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII
MEMBERS INTEREST TERMINATED
28. Termination of Membership . A Member’s interest in the PLLC shall cease upon the
occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the PLLC thirty (30) days in advance of
the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the
Member incompetent to manage his/her person or his/her estate.
(e) In the case of an estate that is a Member, the distribution by the fiduciary of the
estate's entire interest in the PLLC.
(f) A Member, without the consent of a majority of the Members: (1) makes an
assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3)
is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for
himself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law or regulation; (5) files an answer
or other pleading admitting or failing to contest the material allegations of a petition
filed against him in any proceeding of the nature described in this paragraph; (6)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of the Member or of all or any substantial part of his properties; or (7) if
any creditor permitted by law to do so should commence foreclosure or take any other
action to seize or sell any Member's interest in the PLLC.
(g) If within one hundred twenty (120) days after the commencement of any action
against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the
action has not been dismissed and/or has not been consented to by a majority of the
members.
(h) If within ninety (90) days after the appointment, without a member’s consent or
acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the member’s properties, said appointment is not vacated or within
ninety (90) days after the expiration of any stay, the appointment is not vacated
and/or has not been consented to by a majority of the members.
(i) Any of the events provided in applicable code provisions that are not inconsistent
with the dissociation events identified above.
(j) Any member is no longer qualified to practice __________________ in Oklahoma.
29. Effect of Dissociation . Any dissociated Member shall not be entitled to receive the fair value
of his PLLC interest solely by virtue of his dissociation. A dissociated Member that still
owns an interest in the PLLC shall be entitled to continue to receive such profits and losses,
to receive such distribution or distributions, and to receive such allocations of income, gain,
loss, deduction, credit or similar items to which he would have been entitled if still a
Member. For all other purposes, a dissociated Member shall no longer be considered a
Member and shall have no rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF PLLC INTEREST;
SET PRICE FOR PLLC INTEREST
30. PLLC Interest . The PLLC interest is personal property. A Member has no interest in
property owned by the PLLC.
31. Encumbrance . A Member can encumber his PLLC interest by a security interest or other
form of collateral only with the consent of a majority of the other Members. Such consent
shall only be given if the proceeds of the encumbrance are contributed to the PLLC to
respond to a cash call of the PLLC.
32. Sale of Interest . A Member can sell his PLLC interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall
give written notice to the PLLC of his desire to sell all or part of his/her interest and must
first offer the interest to the PLLC. The PLLC shall have the option to buy the offered
interest at the then existing Set Price as provided in this Agreement. The PLLC shall
have thirty (30) days from the receipt of the assigning Member's notice to give the
assigning Member written notice of its intention to buy all, some, or none of the offered
interest. The decision to buy shall be made by a majority of the other Members. Closing
on the sale shall occur within sixty (60) days from the date that the PLLC gives written
notice of its intention to buy. The purchase price shall be paid in cash at closing unless
the total purchase price is in excess of $_______________ in which event the purchase
price shall be paid in __________ (____) equal quarterly installments beginning with the
date of closing. The installment amounts shall be computed by applying the following
interest factor to the principal amount: interest compounded quarterly at the Quarterly
Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for
purposes of Internal Revenue Code § 1 274(d), or any successor provision.
(b) To the extent the PLLC does not buy the offered interest of the selling
Member, the other Members shall have the option to buy the offered interest at the Set
Price on a pro rata basis based on the Members' percentage interests at that time. If
Member does not desire to buy up to his/her proportional part, the other Members can
buy the remaining interest on the same pro rata basis. Members shall have fifteen (15)
days from the date the PLLC gives its written notice to the selling Member to give the
selling Member notice in writing of their intention to buy all, some, or none of the offered
interest. Closing on the sales shall occur within sixty (60) days from the date that the
Members give written notice of their intention to buy. The purchase price from each
purchasing Member shall be paid in cash at closing.
(c) To the extent the PLLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a non-member. The selling Member must
close on the assignment within ninety (90) days of the date that he gave notice to the
PLLC. If he does not close by that time, he must again give the notice and options to the
PLLC and the PLLC Members before he sells the interest.
(d) The selling Member must close on the assignment within ninety (90) days of
the date that he gave notice to the PLLC. If he does not close by that time, he must again
give the notice and options to the PLLC and the PLLC Members before he sells the
interest.
(e) A non-member purchaser of a member’s interest cannot exercise any rights of
a Member unless a majority of the non-selling Members consent to him becoming a
Member. The non-member purchaser will be entitled, however, to share in such profits
and losses, to receive such distributions, and to receive such allocation of income, gain,
loss, deduction, credit or similar items to which the selling member would be entitled, to
the extent of the interest assigned, and will be subject to calls for contributions under the
terms of this Agreement. The purchaser, by purchasing the selling member’s interest,
agrees to be subject to all the terms of this Agreement as if he were a Member.
(f) A membership interest may be transferred only to an individual licensed to
practice __________________ in Oklahoma.
33. Set Price . The Set Price for purposes of this Agreement shall be the price fixed by consent of
a majority of the Members. The Set Price shall be memorialized and made a part of the
PLLC records. The initial Set Price for each Member's interest is the amount of the
Member's contribution(s) to the PLLC as provided above, as updated in accordance with the
terms hereof. Any future changes in the Set Price by the Members shall be based upon net
equity in the assets of the PLLC (fair market value of the assets less outstanding
indebtedness), considering the most recent appraisal obtained by the PLLC for its assets, as
may be adjusted by the Members in their discretion. The initial Set Price shall be adjusted
upon demand by a Member but not more than once a year unless all Members consent. This
basis for determining the Set Price shall remain in effect until changed by consent of a
majority of the Members. The Members will consider revising the basis for determining the
Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
34. Dissociation . Except as otherwise provided, upon the occurrence of a dissociation event with
respect to a Member, the PLLC and the remaining Members shall have the option to purchase
the dissociated Member's interest at the Set Price in the same manner as provided in
ARTICLE VIII and as if the dissociated Member had notified the PLLC of his desire to sell
all of his PLLC interest. The date the PLLC received the notice as provided in ARTICLE
VIII triggering the options shall be deemed to be the date that the PLLC receives actual
notice of the dissociation event.
ARTICLE X
DISSOLUTION
35. Termination of PLLC . The PLLC will be dissolved and its affairs must be wound up only
upon the written consent of a majority of the Members.
36. Final Distributions . Upon the winding up of the PLLC, the assets must be distributed as
follows: (a) to the PLLC creditors; (b) to Members in satisfaction of liabilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their PLLC interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XI
TAX MATTERS
37. Capital Accounts . Capital accounts shall be maintained consistent with Internal Revenue
Code § 704 and the regulations thereunder.
38. Partnership Election . The Members elect that the PLLC be taxed as a partnership and not as
an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection . The PLLC shall maintain at its place of business the Articles of
Organization, any amendments thereto, this Agreement, and all other PLLC records required
to be kept by the Act, and the same shall be subject to inspection and copying at the
reasonable request, and the expense, of any Member.
40. Obtaining Additional Information . Subject to reasonable standards, each Member may
obtain from the PLLC from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member in the PLLC: (1) information regarding the
state of the business and financial condition of the PLLC; (2) promptly after becoming
available, a copy of the PLLC's federal, state, and local income tax returns for each year; and
(3) other information regarding the affairs of the PLLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
41. Amendment . Except as otherwise provided in this Agreement, any amendment to this
Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an
opinion of counsel as to the legality of such amendment and the recommendation of the
Member as to its adoption. A proposed amendment shall become effective at such time as it
has been approved in writing by a majority of the Members. This Agreement may not be
amended nor may any rights hereunder be waived except by an instrument in writing signed
by the party sought to be charged with such amendment or waiver, except as otherwise
provided in this Agreement.
42. Applicable Law . To the extent permitted by law, this Agreement shall be construed in
accordance with and governed by the laws of the State of Oklahoma.
43. Pronouns, Etc . References to a Member or Manager, including by use of a pronoun, shall be
deemed to include masculine, feminine, singular, plural, individuals, partnerships or
corporations where applicable.
44. Counterparts . This instrument may be executed in any number of counterparts each of which
shall be considered an original.
45. Specific Performance . Each Member agrees with the other Members that the other Members
would be irreparably damaged if any of the provisions of this Agreement are not performed
in accordance with their specific terms and that monetary damages would not provide an
adequate remedy in such event. Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Members may be entitled, at law or in equity, the
nonbreaching Members shall be entitled to injunctive relief to prevent breaches of this
Agreement and, specifically, to enforce the terms and provisions of this Agreement in any
action instituted in any court of the United States or any state thereof having subject matter
jurisdiction thereof.
46. Further Action . Each Member, upon the request of the PLLC, agrees to perform all further
acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
47. Method of Notices . All written notices required or permitted by this Agreement shall be
hand delivered or sent by registered or certified mail, postage prepaid, addressed to the PLLC
at its place of business or to a Member as set forth on the Member's signature page of this
Agreement (except that any Member may from time to time give notice changing his address
for that purpose), and shall be effective when personally delivered or, if mailed, on the date
set forth on the receipt of registered or certified mail.
48. Facsimiles . For purposes of this Agreement, any copy, facsimile, telecommunication or other
reliable reproduction of a writing, transmission or signature may be substituted or used in
lieu of the original writing, transmission or signature for any and all purposes for which the
original writing, transmission or signature could be used, provided that such copy, facsimile
telecommunication or other reproduction shall have been confirmed received by the sending
Party.
49. Computation of Time . In computing any period of time under this Agreement, the day of the
act, event or default from which the designated period of time begins to run shall not be
included. The last day of the period so computed shall be included, unless it is a Saturday,
Sunday or legal holiday, in which event the period shall run until the end of the next day
which is not a Saturday, Sunday or legal holiday.
WHEREFORE, the Parties have executed this Agreement on the dates stated below their
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
________________________________________________________________________, A
OKLAHOMA PROFESSIONAL LIMITED LIABILITY COMPANY. EACH MEMBER
REALIZES THAT AN INVESTMENT IN THIS COMPANY IS SPECULATIVE AND
INVOLVES SUBSTANTIAL RISK. EACH MEMBER IS AWARE AND CONSENTS TO
THE FACT THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF THE STATE OF
OKLAHOMA. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THE FORMATION CERTIFICATE OR
ARTICLES.
Members:
__________________________________
Name
__________________________________
Name
__________________________________
Name
__________________________________
Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Ownership Ledger
Name and Residence
Address of PLLC
Member Date of
Transfer %
Ownership Amount Paid Subsequen
t Transfer
Show on
separate line
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Accessories
U. S. Legal Forms, Inc. offers the following accessories:
See http://www.uslegalbookstore.com/officeproducts/
The certificate below is optional.
Membership Certifiate
No. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF
OKLAHOMA Perientage: ___
This Certificate, certifies that ___________________________________________________, is a true
and lawful owner of __________ percent ownership of _____________________________________, a
Oklahoma Professional Limited Liability Company. Such ownership interest is only transferable in
accordance with the Operating Agreement between the Members.
This certificate is issued by the Professional Limited Liability Company by its duly authorized
officers on this the ____ day of _________, 20___.
__________________ __________________
