Oklahoma Limited Liability Company Act

LIMITED LIABILITY COMPANY
VOLUNTARY DISSOLUTION
OKLAHOMA

Electronic Version

INTRODUCTORY NOTES AND LAW SUMMARY

In Oklahoma, a limited liability company may be dissolved voluntarily or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A limited liability company is dissolved and its affairs must be wound up upon the earlier of:

1. The occurrence of the latest date on which the limited liability company is to dissolve set forth in the articles of organization;
2. The occurrence of events specified in writing in the operating agreement;
3. The written consent of all of the members; or
4. Entry of a decree of judicial dissolution under § 2038.

Except as otherwise provided in the articles of organization or operating agreement, the business or affairs of the limited liability company may be wound up in one of the following ways:

1. by the managers, or
2. if one or more of the members or managers have engaged in conduct that casts reasonable doubt on their ability to wind up the business or affairs of the limited liability company, or upon other cause shown, by the district court on application of any member, his legal representative, or assignee.

The persons winding up the business or affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company:

1. prosecute and defend suits,
2. settle and close the business of the limited liability company,
3. dispose of and transfer the property of the limited liability company,
4. discharge the liabilities of the limited liability company, and
5. distribute to the members any remaining assets of the limited liability company.

After an event causing dissolution of a limited liability company, any manager can bind the limited liability company:

1. By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and
2. By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.

The filing of the articles of dissolution is presumed to constitute notice of dissolution.

An act of a manager or member that is not binding on the limited liability company pursuant to statute is binding if it is otherwise authorized by the limited liability company.

An act of a manager or member that would be binding or would be otherwise authorized but that is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.

Upon the winding up of a limited liability company, the assets shall be distributed as follows:

1. Payment, or adequate provision for payment, shall be made to creditors, including to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company;
2. Except as provided in writing in the articles of organization or operating agreement, to members or former members in satisfaction of liabilities for distributions under §§ 2026 and 2027; and
3. Except as provided in writing in the articles of organization or operating agreement, to members and former members first for the return of their contributions and second respecting their membership interests, in proportions in which the members share in distributions.

After the dissolution of the limited liability company, the limited liability company must file articles of dissolution in the Office of the Secretary of State. The articles of dissolution must set forth:

1. The name of the limited liability company;
2. The date of filing of its articles of organization;
3. The reason for filing the articles of dissolution;
4. The effective date of the articles of dissolution if they are not to be effective upon the filing; and
5. Any other information the members or managers filing the certificate determine.

STEPS AND GUIDELINES TO DISSOLVE AN
OKLAHOMA LIMITED LIABILITY COMPANY

Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION

Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION

• This form should be typed or printed legibly in black ink.
• 1. Provide the name of the LLC.
• 2. Provide the date of the filing of the original Articles of Organization.
• 3. Indicate the reason for filing the Articles of Dissolution.
• 4. Provide the effective date of the dissolution (if the dissolution is not effective on filing).
• 5. Provide any other information you deem appropriate.
• Provide the date, a manager's signature, the typed manager's name who is executing the Articles on behalf of the LLC, and the address of the manager.
• File the original and one copy.
• The filing fee is $50.00.

Mail the original and one copy of the ARTICLES OF DISSOLUTION and the filing fee to:

Secretary of State
Business Filing Department
2300 N. Lincoln Blvd., Room 101
Oklahoma City, OK 73105-4897

Telephone: (405) 522-4560
Fax (405) 521-3771

A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet.

SEE FORM 3 - TRANSMITTAL LETTER

Step 3: Complete the winding up process for the LLC.

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 located at http://www.uslegalforms.com/disclaimer.htm

FORM 1
WRITTEN CONSENT OF THE MEMBERS
TO DISSOLUTION

WRITTEN CONSENT OF THE MEMBERS
OF

The undersigned, being all the members of , an Oklahoma limited liability company, hereby consent to the dissolution of the company.

Dated this the day of ,

Member

Member

Member

FORM 2
ARTICLES OF DISSOLUTION

ARTICLES OF DISSOLUTION
OF AN
OKLAHOMA LIMITED LIABILITY COMPANY

TO: OKLAHOMA SECRETARY OF STATE
2300 N Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405) 521-3912

The undersigned, for the purpose of dissolving an Oklahoma limited liability company pursuant to the provisions of Title 18, Section 2041, does hereby execute the following articles:

1. The name of the limited liability company is:

2. The date of filing of its articles of organization:

3. The reason for filing the articles of dissolution:

4. The effective date of the articles of dissolution if they are not to be effective upon filing of these articles:

5. Other information, if any:

Articles of dissolution must be signed by a manager.

Address

FORM 3
TRANSMITTAL LETTER

Date

Oklahoma Secretary of State
Business Filing Department
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897

Re: Articles of Dissolution

Dear Sir:

Enclosed you will find the original and one copy of ARTICLES OF DISSOLUTION and the filing fee of $50.00.

Please file and provide a “filed" copy to me.

Please contact me at the above address if you require anything further.

With kindest regards, I am

Sincerely yours,

Enclosures

Check # Enclosed for $