An Oklahoma LLC operating agreement is the private contract that governs how members, managers, and money move through the company. Oklahoma doesn’t require one at formation, but under 18 OK Stat § 2013(A), every LLC starts out manager-managed by default unless the agreement says otherwise.
Choose the version that matches your Oklahoma LLC structure.
Is an Operating Agreement Required for an Oklahoma LLC?
No. An Oklahoma LLC is formed by filing executed Articles of Organization with the Secretary of State. The operating agreement is not one of the documents required to create the LLC. Oklahoma’s state business guidance currently lists business registration at $100 plus a service fee and separately recommends that LLC owners develop and maintain a written operating agreement.
For filing information, see Oklahoma’s official business registration guide. Oklahoma law also recognizes oral and implied operating agreements, so notarization is not a statutory condition for the agreement itself.
How Oklahoma Law Defines an Operating Agreement
“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;
Oklahoma does not limit an operating agreement to a signed document. The definition covers all members, including a sole member, and expressly extends to protected and registered series as well as later amendments or restatements.
Oklahoma does not limit an operating agreement to a signed paper document. The statutory definition expressly recognizes oral, recorded, implied, and combined forms of agreement.
The definition expressly includes a sole member, and § 2012.2(C) goes further by stating that a single-member operating agreement is not unenforceable merely because only one person is a party to it.
§ 2012.2(A) makes the operating agreement the primary rulebook for member relationships, manager rights and duties, company activities, and amendment procedures. When the agreement does not address a matter, the Oklahoma Limited Liability Company Act supplies the rule, subject to statutory provisions the agreement cannot vary.
For a practical state-agency description, the Oklahoma ABLE Commission describes an LLC operating agreement as identifying the managers or members and setting out the LLC’s functional decisions, rules, regulations, and membership interests.
Oklahoma LLC Default Rules Worth Addressing in Writing
Oklahoma’s defaults are notably tied to economic interests rather than simple headcount. These are the provisions most worth addressing directly instead of letting the statute decide them.
Unless the Articles of Organization, operating agreement, or LLC Act provides otherwise, the company is managed by or under the authority of one or more managers, who do not have to be members.
§ 2013Members do not automatically receive one vote each. Unless the governing documents say otherwise, voting power follows each member’s share of the LLC’s profits, and a statutory majority generally means a majority of those profit interests.
§ 2020Unless the agreement changes the rule, profits and losses are allocated according to the agreed value of contributions received and not returned. Distributions follow the members’ rights to share in profits and losses.
§ 2025If the operating agreement gives no amendment procedure, members holding a majority of the membership interest entitled to vote may amend it. Certain specially listed changes can still require unanimous consent unless the Articles or a written agreement provide otherwise.
§ 2012.2(E), § 2020(D)A member has the power to leave, but withdrawal is wrongful if the agreement does not specifically grant that right. A wrongful withdrawal is a breach, damages may be recovered, and the withdrawn member ordinarily becomes an assignee unless the agreement says otherwise.
§ 2036A registered series can be formed only when the operating agreement provides for series and separate articles of registered series are filed with the Secretary of State. The LLC’s Articles of Organization must also contain the required liability-limitation notice when the series liability shield is used.
§ 2054.5, § 2005