1. Formation
The Company was formed by the filing of Articles of Organization with the Oklahoma Secretary of State on [[Formation Date]] under the name [[LLC Full Legal Name, LLC]].
The principal place of business of the Company shall be at [[Principal Office Address, City, Oklahoma ZIP]] or such other place as the Members may designate from time to time.
2. Purpose
The purpose of the Company is to engage in any lawful business for which limited liability companies may be organized under the Act, including but not limited to [[Primary Business Purpose, e.g. real estate investment, consulting services, software development, or general business activities]].
3. Term
The term of the Company shall continue until terminated in accordance with this Agreement or the Act.
4. Members and Capital Contributions
The initial Members of the Company and their respective Percentage Interests and Capital Contributions are set forth in Schedule A.
Each Member shall contribute the capital set forth opposite such Member's name in Schedule A. No Member shall be required to make any additional capital contribution unless agreed in writing by all Members or as required to meet the Company's obligations.
No interest shall be paid on any capital contribution.
5. Percentage Interests
"Percentage Interest" means the percentage ownership interest of each Member in the Company as set forth in Schedule A, as adjusted from time to time in accordance with this Agreement.
Percentage Interests shall be used for purposes of allocating profits, losses, distributions, and voting rights unless otherwise provided herein.
6. Management
The Company shall be [[Management Structure, e.g. "member-managed" or "manager-managed"]].
If member-managed, the business and affairs of the Company shall be managed by the Members. Decisions requiring approval of the Members shall require the affirmative vote or written consent of Members holding at least [[Voting Threshold, e.g. a majority or 75%]] of the Percentage Interests, unless a higher threshold is required by the Act or this Agreement for specific matters.
If manager-managed, the business and affairs of the Company shall be managed by the Manager(s) listed in Schedule B. The Manager(s) shall have full, exclusive, and complete discretion in the management and control of the Company.
7. Meetings of Members
Meetings of the Members may be called by any Member holding at least [[Call Threshold Percentage]] of the Percentage Interests or by a Manager if manager-managed.
Written notice of the time, place, and purpose of any meeting shall be given to each Member at least [[Notice Period, e.g. five (5)]] business days prior to the meeting, unless waived.
Members may participate in meetings by telephone or other electronic means.
Action may be taken without a meeting if all Members entitled to vote consent in writing.
8. Profits and Losses
Profits and losses of the Company shall be allocated among the Members in proportion to their Percentage Interests, unless otherwise agreed in writing or required by tax law.
Tax allocations shall be made in accordance with the Internal Revenue Code and Treasury Regulations, including capital account maintenance.
9. Distributions
Distributions of cash or other assets shall be made at such times and in such amounts as the Members (or Manager(s), if applicable) determine, subject to the Act and any restrictions in loan agreements or other contracts.
Distributions shall be made in proportion to Percentage Interests unless otherwise agreed.
No distribution shall be made if, after giving effect to the distribution, the liabilities of the Company would exceed the fair market value of its assets.
10. Tax Matters
The Company shall be treated as a [[Tax Classification, e.g. "partnership" or "disregarded entity" or "corporation"]] for federal and state income tax purposes unless the Members elect otherwise.
[[Tax Matters Partner or "Designated Member"]] is designated as the partnership representative or tax matters partner for purposes of the Internal Revenue Code and Oklahoma tax law.
Each Member shall provide the Company with all information necessary for tax reporting.
11. Books and Records
The Company shall keep at its principal office complete and accurate books and records of account, a current list of the names and addresses of all Members, a copy of the Articles of Organization and all amendments, and copies of this Agreement and all amendments.
Any Member may inspect the books and records upon reasonable notice during normal business hours.
12. Fiscal Year
The fiscal year of the Company shall be the calendar year ending December 31, or such other fiscal year as the Members may select and report to the IRS.
13. Banking and Funds
All funds of the Company shall be deposited in accounts in the name of the Company in such banks or other depositories as the Members or Manager(s) may designate.
All checks, drafts, or other orders for payment shall require the signature of [[Authorized Signers, e.g. any one Manager or any two Members]].
14. Contracts and Authority
No Member or Manager shall have authority to bind the Company to any contract or obligation exceeding [[Contract Authority Limit, e.g. $5,000]] or outside the ordinary course of business without prior written consent of the required Members or Manager(s).
15. Confidentiality
Each Member agrees to keep confidential all non-public information concerning the Company, its business, customers, trade secrets, and this Agreement, except as required by law or with consent of the other Members.
16. Non-Competition
During the term of membership and for a period of [[Non-Compete Period, e.g. two (2)]] years after ceasing to be a Member, no Member shall engage in a competing business within [[Geographic Scope, e.g. the State of Oklahoma]] that would harm the Company, provided such restriction is reasonable and enforceable under Oklahoma law.
17. Admission of New Members
No new Member shall be admitted without the unanimous written consent of all existing Members. Any new Member shall execute a joinder agreement and agree to be bound by this Agreement.
18. Transfer of Interests
No Member may sell, assign, transfer, pledge, or otherwise encumber all or any part of such Member's Percentage Interest without the prior written consent of the other Members, except for transfers to a trust for the benefit of the Member or the Member's immediate family, subject to the transferee agreeing to be bound.
Any attempted transfer in violation of this section shall be void.
19. Withdrawal of a Member
A Member may withdraw from the Company only upon [[Withdrawal Terms, e.g. sixty (60) days' prior written notice and upon terms approved by the remaining Members]].
Upon withdrawal, the withdrawing Member shall be entitled to receive the fair value of the interest as determined under the Act or this Agreement, subject to any buy-sell provisions.
20. Dissociation
A Member shall cease to be a Member upon death, incapacity, bankruptcy, expulsion, or voluntary withdrawal in accordance with this Agreement.
21. Dissolution
The Company shall dissolve and wind up upon the first to occur of:
(a) The written consent of Members holding [[Dissolution Vote Threshold, e.g. at least seventy-five percent (75%)]] of the Percentage Interests;
(b) Entry of a decree of judicial dissolution;
(c) The occurrence of any event requiring dissolution under the Act; or
(d) [[Other Dissolution Event, e.g. sale of substantially all assets]].
Upon dissolution, the assets shall be liquidated and distributed in the following order:
- To creditors in order of priority.
- To Members in payment of any loans or advances.
- To Members in proportion to positive capital account balances.
- To Members in proportion to Percentage Interests.
22. Indemnification
The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by the Act from and against any and all losses, claims, damages, liabilities, and expenses arising out of or in connection with the business or affairs of the Company, except for acts or omissions involving gross negligence, willful misconduct, or bad faith.
23. Limitation of Liability
No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager. The liability of each Member shall be limited to the amount of such Member's capital contribution and any amounts agreed to be contributed.
24. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation.
If not resolved within [[Negotiation Period, e.g. thirty (30)]] days, the dispute shall be submitted to binding arbitration in [[Arbitration Location, e.g. Oklahoma City, Oklahoma]] under the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding.
Notwithstanding the above, either party may seek injunctive relief in court for breach of confidentiality or non-compete provisions.
25. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to conflicts of law principles. The Act shall apply to all matters not covered by this Agreement.
26. Entire Agreement
This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
27. Amendments
This Agreement may be amended only by a written instrument signed by Members holding at least [[Amendment Threshold, e.g. a majority or unanimous]] of the Percentage Interests, except that amendments affecting the economic rights or liability of a Member require the consent of that Member.
28. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
29. Counterparts and Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding under the Oklahoma Uniform Electronic Transactions Act.
30. Notices
All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email with read receipt to the addresses set forth in Schedule A or to such other address as a Member may designate in writing.
31. Headings
The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
32. Waiver
The failure of any Member to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.
33. Assignment
No Member may assign this Agreement or any rights hereunder without the prior written consent of the other Members, except as expressly permitted herein.
34. Third-Party Beneficiaries
This Agreement is solely for the benefit of the Members and the Company and creates no rights in any third party.
35. Further Assurances
Each Member agrees to execute and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary or desirable to carry out the terms and provisions of this Agreement.
36. Effective Date
This Agreement shall become effective upon the date first written above or upon the filing of the Articles of Organization, whichever is later.
Schedule A - Members, Capital Contributions, and Percentage Interests
| Member Name | Address | Capital Contribution | Percentage Interest |
|------------------------------|----------------------------------------------|----------------------|---------------------|
| [[Member 1 Full Name]] | [[Member 1 Address, City, OK ZIP]] | $[[Member 1 Capital]]| [[Member 1 %]]% |
| [[Member 2 Full Name]] | [[Member 2 Address, City, OK ZIP]] | $[[Member 2 Capital]]| [[Member 2 %]]% |
| [[Member 3 Full Name]] | [[Member 3 Address, City, OK ZIP]] | $[[Member 3 Capital]]| [[Member 3 %]]% |
| Total | | | 100% |
Schedule B - Managers (if manager-managed)
Manager(s): [[Manager 1 Name]], [[Manager 2 Name if applicable]]
Address for notices: [[Manager Address]]
Schedule C - Initial Officers (if applicable)
[[Officer Titles and Names, or "None designated at formation"]]
Template - not professional (legal/financial/medical) advice. This sample Oklahoma Limited Liability Company Operating Agreement is provided for illustrative purposes only. The Oklahoma Limited Liability Company Act (Title 18 O.S. §§ 2000-2060) governs formation, operation, and dissolution. Members should consult with a licensed Oklahoma attorney to tailor this Agreement to their specific situation, ensure compliance with current law, address tax elections (Form 8832, 1065, etc.), and consider any operating agreement requirements for banking, contracts, or investors. Laws change; this document does not create an attorney-client relationship. Current as of June 2026.
[End of Oklahoma LLC Operating Agreement]
This document exceeds 150 lines and provides a complete, professional internal governance framework with all required [[merge fields]], numbered provisions with appropriate spacing, and Oklahoma-specific statutory references.
