A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement.
Oklahoma Sample Limited Liability Company (LLC) Operating Agreement is a legally binding document that outlines the ownership structure and operational guidelines for a limited liability company registered in the state of Oklahoma. This agreement is crucial for organizing and managing the company efficiently, ensuring that all members are on the same page regarding their rights, responsibilities, and the division of assets in terms of ownership shares. The operating agreement serves as the foundation upon which the company's operations are built, detailing the roles and responsibilities of the members, the distribution of profits and losses, decision-making protocols, and how assets are divided among owners based on ownership shares. It is important for any business entity looking to establish an Oklahoma LLC to have a comprehensive operating agreement tailored to their specific needs. The Oklahoma Sample LLC Operating Agreement encompasses several key components, including: 1. Formation: This section describes the basic details of the company, such as its name, principal address, registered agent, purpose, and effective date of the agreement. 2. Membership: It defines the ownership structure and outlines the rights, powers, and duties of the LLC members. This section may also mention the initial capital contributions made by each member, their ownership percentage, and how additional members can be admitted to the company. 3. Management: This section sets out the management structure of the LLC and specifies whether it will be managed by all members collectively (member-managed) or designated managers (manager-managed). It also highlights decision-making procedures, responsibilities, and limitations on the authority of managers or members. 4. Profit and Loss Allocation: This part explains how profits and losses generated by the LLC will be allocated among members, typically reflecting their ownership shares. It may also cover the distribution of profits and losses during the company's operation or liquidation process. 5. Voting: Here, the voting rights and procedures for making significant decisions are defined. This section outlines the quorum requirements, voting procedures, and whether voting power is based on ownership shares or equal voting rights for all members. 6. Transfer of Ownership: It establishes the criteria and procedures for transferring membership interests from one member to another or to a third party. Restrictions on transfers, such as rights of first refusal or consent requirements, may also be specified. 7. Dissolution: This section delves into the circumstances under which the LLC may be dissolved, including events like bankruptcy, member withdrawal, or unanimous consent. It also outlines the steps required for winding up the company's affairs and distributing remaining assets. 8. Governing Law and Amendments: The operating agreement may specify that Oklahoma state laws govern the LLC's operations. Additionally, it should outline the process for amending the agreement, including whether unanimous member approval or a specific percentage of members is required. While the Oklahoma Sample Limited Liability Company Operating Agreement provides a general framework, businesses may have specific industry requirements or unique circumstances that require customizing the agreement accordingly. Different companies might have different clauses or provisions tailored to suit their specific needs. Such customized operating agreements are often drafted with the help of legal professionals to ensure compliance with Oklahoma state laws and the smooth functioning of the business. Overall, an Oklahoma LLC Operating Agreement with company assets divided into ownership shares provides a clear and legally enforceable roadmap for the successful operation and management of the company, fostering accountability and transparency among LLC members.
