Oklahoma Single-Member LLC Operating Agreement
Create an Oklahoma single-member LLC operating agreement with state-specific guidance on the manager-managed default, charging order protection, and the annual certificate requirement.
Introduction
A single-member LLC operating agreement is the internal document where you, as the sole owner of an Oklahoma LLC, set the rules for how your business runs, how profits are handled, and who has authority to sign on the company's behalf. Oklahoma does not require every operating agreement to be in writing, but written form is required to change several specific default rules, including certain voting protections and the LLC's recordkeeping defaults. Unlike most states, Oklahoma's default management structure is manager-managed rather than member-managed, and its Articles of Organization form has no field to designate otherwise, so a written agreement is the clearest way to establish that you, the sole member, hold authority to act for the company.
Key Things to Know
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Oklahoma does not require an operating agreement to be in writing as a general rule, but written form is required to vary several specific defaults, including certain voting protections and recordkeeping rules (18 O.S. Section 2001(20), Section 2020(D), Section 2021).
- 2
Oklahoma's default management structure is manager-managed, not member-managed, the opposite of most other states, and the Secretary of State's Articles of Organization form has no field to elect otherwise (18 O.S. Section 2013(A)).
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Without an operating agreement, Oklahoma law allocates profits and losses based on the agreed value of each member's contribution as stated in the LLC's records, not a stated ownership percentage (18 O.S. Section 2025).
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A charging order is the sole and exclusive remedy against a member's LLC interest, and the statute says so explicitly for single-member LLCs; an Oklahoma court applied this to reverse a receivership order over four single-member LLCs in Arrington v. Kruger (2009) (18 O.S. Section 2034).
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Oklahoma LLCs owe no franchise tax. The only recurring state fee is a $25 Annual Certificate due each year on the anniversary of formation, with notice sent only by email (18 O.S. Section 2055.2).
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The operating agreement can limit or eliminate a manager's liability for most duty breaches, but never for a breach of the duty of loyalty, bad faith or intentional misconduct, a knowing violation of law, or an improper personal benefit (18 O.S. Section 2017).
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The operating agreement itself is not filed with the state. You form the LLC by filing Articles of Organization ($100 fee) with the Oklahoma Secretary of State, then file a $25 Annual Certificate every year after.
Key decisions before you file
Before you file a LLC Operating Agreement in Oklahoma, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.
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Oklahoma Requirements for LLC Operating Agreement
An Oklahoma LLC is formed by filing Articles of Organization with the Secretary of State, which must state the LLC's name, its term of existence (which may be perpetual), and the street address of its principal place of business and registered agent (18 O.S. Section 2005). The Operating Agreement should reference the LLC's formation date and any amendments to the Articles, but Oklahoma law does not require the Operating Agreement to be filed with the state.
Oklahoma defaults to manager-managed: unless the Articles of Organization or Operating Agreement provide otherwise, the LLC is managed by one or more managers who need not be members (18 O.S. Section 2013(A)). A member-managed structure exists only if the Articles or Operating Agreement elect management without designated managers under 18 O.S. Section 2015, in which case each member is deemed a manager. The Secretary of State's Articles of Organization form has no field to make this election, so the Operating Agreement is the only practical place to do so.
A member's contribution may be cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or perform services (18 O.S. Section 2023). If a member fails to make a promised contribution, the LLC may enforce the obligation in cash equal to the value of the stated contribution, and the Operating Agreement may specify other remedies for the failure (18 O.S. Section 2024).
Unless the Operating Agreement provides otherwise, profits and losses are allocated among members based on the agreed value of each member's contribution as stated in the LLC's records, not a stated ownership percentage, and distributions are made in that same proportion (18 O.S. Section 2025). A member is entitled to distributions before dissolution only to the extent and at the times the members agree or the Operating Agreement provides (18 O.S. Section 2026).
A member's economic interest in the LLC is assignable unless the Operating Agreement restricts assignment (18 O.S. Section 2033). Assigning an interest does not, by itself, make the assignee a member; unless the Operating Agreement provides otherwise, an assignee becomes a member only with the written consent of members holding a majority of the profits not subject to the assignment (18 O.S. Section 2035(A)).
Unless the Operating Agreement provides otherwise, a member has the power to withdraw from an Oklahoma LLC at any time, rightfully or wrongfully. A withdrawal is wrongful if the Operating Agreement does not grant a right to withdraw, and constitutes a breach for which the LLC may recover damages, including the cost of replacing the withdrawing member's services (18 O.S. Section 2036(A)). If the sole member dies or is adjudged incompetent, the member's personal representative accedes to the full membership interest for the estate's benefit (18 O.S. Section 2036(C)).
An Oklahoma LLC dissolves upon the events stated in the Articles or Operating Agreement, the written consent of all members, or judicial dissolution when it is not reasonably practicable to carry on the business (18 O.S. Sections 2037-2038). For a single-member LLC, the LLC is not automatically dissolved when its sole member's interest ends: if the member's personal representative agrees in writing to continue the LLC and be admitted as a member within 90 days, or the Operating Agreement otherwise provides for continuation, the LLC continues (18 O.S. Section 2037(A)(4)).
A manager must discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise, and in a manner reasonably believed to be in the LLC's best interests (18 O.S. Section 2016). The Operating Agreement may define or narrow the scope of these duties if the definition is not manifestly unreasonable, but may never eliminate the duty of loyalty or the obligation of good faith and fair dealing (18 O.S. Section 2017(C)).
The Operating Agreement may eliminate or limit a member's or manager's personal liability for money damages for breach of the duties in Section 2016, and may provide indemnification, except that liability may never be limited or eliminated for a breach of the duty of loyalty, an act not in good faith or involving intentional misconduct or a knowing violation of law, or a transaction producing an improper personal benefit (18 O.S. Section 2017(A)-(B)).
Oklahoma's LLC Act does not itself impose meeting requirements; a vote or consent may be evidenced in meeting minutes or by written consent without a meeting (18 O.S. Section 2020(A)). Unless the Articles or Operating Agreement provide otherwise, members vote in proportion to their share of profits, and a majority of that interest decides most matters, while a specific list of matters, including dissolution and certain amendments, requires unanimous consent absent a contrary written agreement (18 O.S. Section 2020(A), (D)).
Unless a written Operating Agreement provides otherwise, the LLC must keep at its principal place of business a current and past list of members and managers, records showing members' relative voting rights, the Articles of Organization and amendments, three years of tax returns and financial statements, and copies of any written Operating Agreements. A member may inspect and copy these records at the member's own expense on reasonable request (18 O.S. Section 2021(A)-(B)).
The Operating Agreement governs its own amendment procedure. If it does not provide a method for amendment, it may be amended with the approval of members holding a majority of the membership interest entitled to vote, not a unanimous vote (18 O.S. Section 2012.2(E)). Certain amendments, such as reducing the LLC's term or the vote required for dissolution, require unanimous consent unless a written Operating Agreement provides otherwise (18 O.S. Section 2020(D)).
The Operating Agreement governs relations among the members, managers, and the LLC; where the Operating Agreement is silent, the Oklahoma Limited Liability Company Act supplies the default rule (18 O.S. Section 2012.2(A)). The Operating Agreement may not, however, vary any right, privilege, duty, or obligation the Act imposes specifically, such as the non-waivable duty of loyalty and good faith and fair dealing described above (18 O.S. Sections 2012.2(A), 2017(C)).
Frequently Asked Questions
It's the internal document where an Oklahoma LLC's sole owner sets the rules for running the business and handling profits. Oklahoma doesn't require it to be written for every purpose, but it's the clearest way to name who has manager authority to act for the company, since Oklahoma's default is manager-managed, not member-managed.
Not by blanket legal requirement. Oklahoma allows an oral, implied, or written operating agreement (18 O.S. Section 2001(20)). But without a written one, state default rules apply automatically, including a manager-managed structure and a contribution-based profit split, rather than terms you choose yourself.
Oklahoma's default LLC rules fill the gap. Profits and losses are allocated based on the agreed value of each member's contribution as recorded by the LLC, and the LLC is managed by managers rather than members by default, which matters most once you bring on a second member.
It supports that protection. Oklahoma law makes a charging order the sole and exclusive remedy for a judgment creditor against a member's LLC interest, and the statute says so explicitly for single-member LLCs (18 O.S. Section 2034). Keeping finances separate and following your agreement still matters.
Oklahoma LLCs owe no franchise tax. The only recurring state cost is a $25 Annual Certificate filed with the Secretary of State each year on the anniversary of formation, confirming the LLC is still active. Notice of the due date is sent only by email.
No. You file Articles of Organization ($100 fee) with the Oklahoma Secretary of State to form the LLC, but the operating agreement itself is an internal document. You keep it with your own business records; it's never submitted to the state.
Largely, yes. The agreement can limit or eliminate a manager's liability for most duty breaches, but never for a breach of the duty of loyalty, bad faith, intentional misconduct, a knowing violation of law, or an improper personal benefit (18 O.S. Section 2017).