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The Oklahoma LLC operating agreement is a legal document that is recommended for single and multi-member LLCs. This document helps to establish legal precedence as a business, outlines responsibilities for members, identifies voting rights, prevents disputes amongst members, clarifies financial arrangements, and more.

From 18 OK Stat § 18-2001 (2019):

16. “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 and the conduct of its business, including the agreement as amended or restated;

Oklahoma Operating Agreement Law

Per 18 OK Stat § 18-2012.2 (2019):

A. The operating agreement of the limited liability company governs generally:
1. Relations among the members as members and between the members and the limited liability company;
2. The rights and duties under the Oklahoma Limited Liability Company Act of a person in the capacity of manager;
3. The activities of the company and the conduct of those activities; and
4. The means and conditions for amending the operating agreement.
If the operating agreement does not otherwise provide, the Oklahoma Limited Liability Company Act governs the matter. The operating agreement may not vary the rights, privileges, duties and obligations imposed specifically under the Oklahoma Limited Liability Company Act.
B. A limited liability company is bound by its operating agreement regardless of whether it executes the operating agreement. A member or manager of a limited liability company or an assignee of a capital interest is bound by the operating agreement regardless of whether the member, manager or assignee executes the operating agreement.
C. An operating agreement of a limited liability company having only one member is not unenforceable because there is only one person who is a party to the operating agreement.
D. The obligations of a limited liability company and its members to an assignee or dissociated member are governed by the operating agreement. Subject only to any court order to effectuate a charging order, an amendment to the operating agreement made after a person becomes an assignee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the assignee or dissociated member.

Forming an LLC in Oklahoma

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

Establishing an LLC in Oklahoma first requires a unique business name to register with the state.

This legal business name:

  • Must include “LLC”, “L.L.C”, “Limited Liability Company”, “Ltd.”, or any other variation of the LLC classification.
  • May include professional titles (MD, bank, attorney) with additional verification of a licensed practitioner in the industry.
  • Cannot include government agencies (CIA, DEA, FBI).
  • Cannot include other business abbreviations or titles like “Corporation” or “Inc.”

To conduct the name search, use the Oklahoma Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Every Oklahoma LLC must appoint a registered agent for the company. The registered agent is responsible for accepting legal documentation like service of process on behalf of the company.

Oklahoma allows you a few options for assigning your registered agent. They can be:

  • Yourself
  • Another member of the LLC
  • A family member or friend
  • A professional registered agent

For individuals, the agent must be 18 years or older and have a physical address in Oklahoma where they can be reached between 9AM-5PM on business days.

When using a registered agent service, the agent must be authorized to do business in Oklahoma.

Step 3: File Your Formation Articles

Formation articles are required for both domestic (in-state formations) and foreign (out-of-state companies) to register an LLC in Oklahoma.

Domestic filers can choose to file Articles of Organization online, by mail, or in-person.

Online Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Fill out the form online or after printing and mail to:

Oklahoma Secretary of State
421 N.W. 13th Suite 210
Oklahoma City, OK 73103

In-Person Filing (Domestic):

  • $125 fee ($100 to file plus a $25 expedited processing fee)
  • Turnaround time: Approximately 1 hour (currently suspended due to COVID)
  • Fill out the form online or after printing and deliver to:

Oklahoma Secretary of State
421 N.W. 13th Suite 210
Oklahoma City, OK 73103

Foreign LLCs expanding to Oklahoma must file an Application for Registration. This can be done online or via mail.

Online Filing (Foreign):

  • $300 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $300 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Fill out the form online or after printing and mail to:

Oklahoma Secretary of State
421 N.W. 13th Suite 210
Oklahoma City, OK 73103

Step 4: Draft an Oklahoma Operating Agreement

Despite not being a legal requirement, it is highly advised that all Oklahoma LLCs draft an operating agreement. This document provides a framework for the business’s operations, outlining individual member responsibilities, financial and voting rights, and more.

It can also be used to settle disputes amongst directors in court. For this reason, it is recommended that each member maintains a signed copy (but they do not need to file it with the state).