Think of an Oklahoma LLC Operating Agreement as a map to guide your business. This document acts as a comprehensive guide, listing instructions on how your company will operate—from ownership shares, decision-making pathways, down to succession plans.
Drafted under Oklahoma's LLC legal framework, the operating agreement carves out crucial elements including member duties, decision-making tactics, and conflict resolution mechanisms. Essentially, this roadmap helps you mitigate potential future disputes.
No, it's not legally required in Oklahoma under § 18-2012.2. Single-member LLCs need an operating agreement to preserve their corporate veil and to prove ownership. And multi-member LLCs need one to help provide operating guidance, determine voting rights and contributions.
Read on to learn more about Oklahoma operating agreements, including:
Here are some key components that are typically included in a Oklahoma LLC operating agreement:
Let's get down to brass tacks. We'll explore common components while giving you examples of each section for a better grasp.
You've settled on your LLC's name—that's what you penned down when registering your LLC in your domiciliary state. What’s vital is spelling out your LLC's aim. Keep it general—this gives you the latitude to embark on fresh endeavors without repeating the filing process.
OPERATING AGREEMENT of [COMPANY NAME]
This operating agreement is adopted as of [Date] (the “Effective Date”), by [Member’s Name] , an individual and the sole member (the “Member”) of [Company Name] (the “Company”).
The Member hereby adopts this agreement as the operating agreement of the Company, which agreement sets forth the entire understanding of the Member regarding its subject matter and supersedes all prior understandings and agreements regarding its subject matter.
The purpose of the Company is [ Company Purpose] , and the conduct of other activities as may be necessary or appropriate to promote the stated purposes, and to engage in any other lawful business or activity for which a limited liability company may be organized under the Act.
Here, you’ll stipulate whether your LLC is member-managed or manager-managed. You'll detail rights and responsibilities of each member from capital contribution, voting power, down to the management blueprint. It might seem excessive for a lone member, but it's pivotal in grounding your single member LLC.
The business and affairs of the Company will be managed by the Member. The vote, action, decision, or consent of the Member will constitute a valid decision of the Member and the Company. The Member may appoint one or more officers (including the Member, if the Member is an individual) who will have such powers and authority to act on behalf of the Company granted to them by the Member.
The business and affairs of the Company will be managed by the manager of the Company and any successor thereto appointed by the Member, which manager may also be referred to as the Company’s president (the “Manager”). The initial Manager will be [Manager Name] , who will serve until the Manager’s death, removal by the Member (for any reason or no reason), or resignation. The Manager will have the right and authority to manage the affairs of the Company and make decisions and take action with respect thereto without further approval or consent of any kind by the Member. Except as otherwise required by this agreement and in lieu of any limitations set forth in [State Name] ’s laws for limited liability companies (the “Act”), the Manager will be solely responsible for and is hereby authorized to manage and operate the business of the Company. Except to the extent that the authority of the Manager is expressly limited by the Member, the vote, action, decision, or consent of the Manager will constitute a valid decision of the Manager and the Company.
Your registered agent serves as the company's point of contact for crucial legal documentation. A registered agent may be included in some LLC operating agreements, but it's not mandatory as this information is already part of the formation documents submitted to your domicile state.
The Company’s registered agent in State is: Registered Agent Name , Address . The members may designate other registered agents or offices at any time in this state or, if necessary, in other states.
Your LLC's lifespan or "term of an LLC," essentially specifies the intended duration of your LLC as per your formation papers. While many entrepreneurs set up LLCs with goals of continuous operation, you can alternatively specify a certain period or endpoint.
By default, many states consider LLCs as "perpetual," letting your LLC exist as long as you wish. Most Oklahoma LLCs opt for a perpetual lifespan.
The duration of the Company will be perpetual.
Capital contributions refer to the resources you inject into your LLC to breathe life into its activities. Think of it as the foundational investment to get your venture off the ground. For solo member LLCs, capital contributions stem from you—the sole proprietor. This gives you the leeway to determine what resources to commit to your business.
Do not overlook the importance of thoroughly documenting your capital contributions. This process helps depict your venture's fiscal structure and offers essential nuances for tax implications.
The Member’s capital contribution(s) to the capital of the Company for the Member’s membership interest in the Company will be reflected on the books and records of the Company.
The members have made or shall make the contributions of cash, property or services to the LLC as set forth on Exhibit A attached
Indemnification provisions in your LLC's Operating Agreement can be seen as a safety harness protecting your company's members from some costs associated with potential legal problems arising from their roles in the company. This implies the LLC will settle any associated legal expenses or damages if a member faces a suit connected to their responsibilities for the business.
Your agreement should lucidly denote when and under which scenarios your LLC will offer this protection and any exceptions. Indemnification typically wouldn't cover deliberate misconduct or flagrant negligence. Fashion these terms to align with your business's distinct risks to ensure sufficient cover.
The Member, the Manager, the officers, and the organizer of the Company and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents, trustees, and representatives (individually, an “Indemnitee”) will be indemnified by the Company against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative, or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of the Indemnitee’s status as any of the foregoing, which relates to or arises out of the Company or its assets, business, or affairs, if in each of the foregoing cases (A) the Indemnitee acted in good faith and in a manner the Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, and (B) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, will not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in clause (A) or (B) above. Any indemnification under this section 5 will be made only out of the assets of the Company, and the Member will not have any personal liability on account thereof.
Your Oklahoma LLC can take on one of four tax structures: a sole proprietorship, partnership, S corporation, or C corporation. How your LLC gets taxed hinges on your member count and the tax status your business chooses with the IRS.
Your operating agreement needs sections concerning tax status. These segments discuss your selected tax status, how it can be changed, and the handling of tax returns and allocations (where applicable). These guidelines help your LLC strategize its fiscal management approach, including profits, losses, dividends, and tax responsibilities. The goal is to outline a clear route for handling any tax-related concerns that may spring up within your business.
The Company will be disregarded for federal and state income tax purposes. The admission of one or more additional members, however, will cause the Company to be recognized for tax purposes, and to be taxed, as a partnership.
The Member acknowledges that the Company has elected to be taxed as a corporation for federal tax purposes pursuant to the regulations currently in effect under Section 7701 of the Code, and to be taxed as an electing small business corporation under the provisions of Subchapter S of the Code. Notwithstanding such tax treatment, the Member acknowledges and agrees that the Company will be a limited liability company, for state law purposes, under the provisions of the Act, the Articles of Organization, and this operating agreement.
The Member acknowledges that the Company has filed or will timely file a Form 2553 (Election by a Small Business Corporation) with the Internal Revenue Service and that the election made pursuant to the filing is or will be in force and effect covering all periods since the date of this operating agreement. Except as otherwise provided in this operating agreement, during the term of this operating agreement and the continuation of the Company’s “S” corporation election under Section 1362 of the Internal Revenue Code, no Member shall take any action which would cause the revocation or termination of the Company’s “S” election (under Section 1362(a) of the Internal Revenue Code) and any attempt to take such an action will be null and void and without effect. Without limiting the foregoing, and notwithstanding any provision hereof to the contrary, any transfer or attempt to transfer any membership interest to any of the following will be null, void, and without effect:
(a) a person whose ownership thereof would cause the Company to have a number of Members and assignees of membership interests (shareholders of an “S” corporation) greater than the number permitted by Section 1361(b)(1)(A) of the Internal Revenue Code;
(b) an individual who is not a United States citizen or resident;
(c) a trust (or the trustee thereof) which fails to satisfy the requirements of Section 1361(c)(2)(A) or 1361(d) of the Internal Revenue Code;
(d) a corporation; and
(e)any other entity whose ownership would cause the termination or revocation of the Company’s tax status as an “S” corporation.
The profit and loss allocations segment highlights when your LLC will share the proceeds it generates. For single-member LLCs, it's not a big deal. But for multi-member LLCs, it's crucial to note the distribution requirements, timing, and procedures.
As the sole member of the LLC, the Member is entitled to all profits of the LLC and is responsible for all its losses. Profits and losses shall be determined annually and will be allocated to the Member's capital account. Distributions of cash or other assets will be made at such times and in such amounts as deemed appropriate by the Member.
You may wonder, "What if I have to tweak some aspects of my LLC?" Well, your LLC amendment clause has you covered. For solo member LLCs, the process is pretty straightforward. For multi-member LLCs, though, you need to be more deliberate, considering vital elements like voting ratios and amendment requisite conditions.
This agreement and the articles of organization of the Company may not be altered, modified, or changed, and no provision of this agreement may be waived, except by an amendment or waiver, as applicable, approved by the Member.
By nature, an LLC isn't under any obligation to observe corporate formalities—that's purely a corporate world concern. However, failing to adhere to these formalities may jeopardize preserving your corporate veil. Hence, it's wise to include a waiver for all formalities in the operating agreement.
The failure of the Company or the Member to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this operating agreement or the laws in the state in which the Company is which govern limited liability companies will not be grounds for imposing personal liability on the Member for liabilities of the Company.
This is your fallback plan for when things don't go according to plan. It guides you on how to break up your LLC and decide who will hold control should you pass away or are unable to manage the business.
Upon the occurrence of any event which terminates the continued membership of the Member in the Company, the Company will not be dissolved, and the business of the Company will continue. The Member hereby specifically consents to such continuation of the business of the Company upon any such event. The Member’s legal representative, assignee, or successor will automatically become an assignee of the Member’s interest and will automatically become a substitute Member in place of the withdrawn Member.
The effective date for your operating agreement is simply when the agreement comes to life—it's the day the agreement begins to effect your operations.
Fortunately, no. Contrary to your Articles of Organization (or Certificate of Formation, depending on your home state), your operating agreement isn't a formal document required by the state. It's more of an internal tool to help guide your business operations. Once it's signed, keep it somewhere safe for future reference.
If you reach that exciting milestone where your small business is ready to bring in another member into your LLC, a little more paperwork awaits you. You'll need to redo the entire operating agreement according to the new arrangement between you and your fresh partner. Essentially, you'll be creating a brand new operating agreement since a multi-member operating agreement differs from a single-member agreement.
There you have it! That's your guide to creating an Oklahoma LLC Operating Agreement. Remember, such an agreement allows you to structure your financial and functional decisions. It lays out all the good stuff—from members' duties and decision-making processes to conflict resolution guidelines. So keep it clear, keep it fair, and here's to the smooth sailing of your business venture!
