Okla. Stat. tit. 18 § 2054.7

Current through Laws 2024, c. 453.

Section 2054.7 - [Effective 11/1/2024] Conversion of a registered series to a protected series

A. Upon compliance with this section, a registered series of a domestic limited liability company may convert to a protected series of the domestic limited liability company. An existing registered series may not become a protected series other than under this section.

B. If the operating agreement specifies the manner of authorizing a conversion of a registered series of the limited liability company to a protected series of the limited liability company, the conversion of a registered series to a protected series shall be authorized as specified in the operating agreement. If the operating agreement does not specify the manner of authorizing a conversion of a registered series of the limited liability company to a protected series of the limited liability company and does not prohibit a conversion of a registered series to a protected series, the conversion shall be authorized by members of the registered series who own a majority of the then current percentage or other interest in the profits of the registered series owned by all of the members of the registered series.

C. Unless otherwise agreed, the conversion of a registered series of a limited liability company to a protected series of the limited liability company under this section shall not require the limited liability company or the registered series of the limited liability company to wind up its affairs under Section 2039 of Title 18 of the Oklahoma Statutes or Section 14 of this act or pay its liabilities and distribute its assets under Section 2040 of Title 18 of the Oklahoma Statutes or Section 14 of this act, and the conversion of a registered series of a limited liability company to a protected series of the limited liability company shall not constitute a dissolution of the limited liability company or of the registered series. When a registered series of a limited liability company has converted to a protected series of the limited liability company under this section, for all purposes of the laws of this state, the protected series is deemed to be the same series as the converting registered series and the conversion shall constitute a continuation of the existence of the registered series in the form of the protected series.

D. In connection with a conversion of a registered series of a limited liability company to protected series of the limited liability company under this section, rights or securities of or interests in the registered series which is to be converted may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the protected series into which the registered series is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, any other business entity, may remain outstanding or may be canceled.

E. If a registered series shall convert to a protected series in accordance with this section, articles of conversion of registered series to protected series executed in accordance with Section 2006 of Title 18 of the Oklahoma Statutes shall be filed in the Office of the Secretary of State in accordance with Section 2007 of Title 18 of the Oklahoma Statutes. The articles of conversion of registered series to protected series shall state:

1. The name of the limited liability company and, if it has been changed, the name under which its articles of organization were originally filed;

2. The date of filing of the original articles of organization of the limited liability company with the Secretary of State;

3. The name of the registered series and, if it has been changed, the name under which its articles of registered series were originally filed;

4. The date of filing of its original articles of registered series with the Secretary of State;

5. The future effective date or time, which shall be a date or time certain, of the conversion if it is not to be effective upon the filing of the articles of conversion of registered series to protected series; and

6. That the conversion has been approved in accordance with this section.

F. Upon the filing of a certificate of conversion of registered series to protected series, or upon the future effective date or time of a certificate of conversion of registered series to protected series, the registered series filing the certificate is converted to a protected series with the effect provided in this section. A copy of the articles of conversion of registered series to protected series certified by the Secretary of State shall be prima facie evidence of the conversion by the registered series to a protected series of the limited liability company.

G. When any conversion shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the registered series that has converted, and all property, real, personal, and mixed, and all debts due to the registered series, as well as all other things and causes of action belonging to the registered series, shall remain vested in the protected series to which the registered series has converted and shall be the property of the protected series. The title to any real property vested by deed or otherwise in the registered series shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of the registered series shall be preserved unimpaired, and all debts, liabilities, and duties of the registered series that has converted shall remain attached to the protected series to which the registered series has converted, and may be enforced against it to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as the protected series. The rights, privileges, powers, and interests in property of the registered series that has converted, as well as the debts, liabilities, and duties of the registered series, shall not be deemed, as a consequence of the conversion, to have been transferred to the protected series to which the registered series of the limited liability company has converted for any purpose of the laws of this state.

H. An operating agreement may provide that a registered series of a limited liability company shall not have the power to convert to a protected series of the limited liability company as set forth in this section.

Okla. Stat. tit. 18, § 2054.7

Added by Laws 2024, c. 121,s. 16, eff. 11/1/2024.