Oklahoma: LLC Operating Agreement Requirements

Requirements one by one

Governing law and document name

Oklahoma calls the governing statute the Oklahoma Limited Liability Company Act under 18 O.S.
§ 2000. Section 2001(20) calls the internal agreement an "operating agreement" regardless of its
label and defines it by the members' agreement about the LLC's affairs and business.

Required or optional

An ordinary Oklahoma LLC is not required to adopt an operating agreement. Under 18 O.S.
§ 2012.2(A), the agreement governs the members' relations, manager rights and duties, company
activities, and amendment process; when it does not provide an answer, the Act governs.

Permitted form and signatures

The definition in 18 O.S. § 2001(20) is deliberately broad: an agreement may be oral, in a record,
implied, or any combination. The LLC Act imposes no general agreement-level signature, witness,
acknowledgment, or notary requirement. A capital commitment is narrower: 18 O.S. § 2024(A)
enforces a member's written promise to contribute, subject to contrary articles or agreement terms.

Adoption timing and effect

The Act states no general deadline for adopting an operating agreement. The company comes into
existence when its articles become effective under 18 O.S. § 2004 and § 2007; the articles may set a
future effective time no more than 90 days after filing. Under 18 O.S. § 2035(F), a person's
admission as a member cannot become effective before the company is formed.

Single member and assent

Section 2001(20) expressly includes an agreement of a sole member, and 18 O.S. § 2012.2(C) says it
is not unenforceable merely because only one person is a party. Subsection (B) goes further: the LLC,
members, managers, and assignees of capital interests are bound regardless of whether they execute
the agreement.

Management and authority defaults

Oklahoma defaults to designated-manager management. Under 18 O.S. § 2013, one or more managers
manage unless the articles, agreement, or Act provides otherwise, and a manager need not be a
member. Member-management is an election: 18 O.S. § 2015 lets the articles or agreement provide
for management without designated managers, in which case the members are treated as managers
with manager duties and liabilities.

Agency follows manager status. Under 18 O.S. § 2019, every manager is an agent for the LLC's
business and ordinarily binds it when apparently carrying on that business, subject to the statute's
authority-and-knowledge limits.

Voting, economic, and transfer defaults

Managers decide by per-capita majority under 18 O.S. § 2018 unless the articles or agreement choose
another basis. Members vote in proportion to profit interests under 18 O.S. § 2020, with a majority
of profit interests as the ordinary approval threshold. The same section uses majority approval for
major asset transfers, mergers, and ordinary amendments, but requires unanimity for dissolution and
certain vote-reducing or withdrawal-permitting amendments unless the articles or a written agreement
provide otherwise.

Under 18 O.S. § 2025, profits and losses default to the agreed value of contributions received and
not returned; distributions then follow the right to share in profits and losses. Section 2033 makes
the membership interest itself nontransferable by default but allows assignment of its capital
interest, which carries economics without management rights. Under § 2035, an assignee ordinarily
needs written consent from members representing a majority of the unassigned profits to become a
member; a direct recipient follows the agreement or, if it is silent in writing, the members' written
consent.

Nonwaivable rules and duties

The agreement can shape duties, but not without limits. Under 18 O.S. § 2017, it may define duties
if the definition is not manifestly unreasonable and may limit monetary liability or provide
indemnification. It cannot eliminate loyalty or good faith and fair dealing, and it cannot eliminate
manager liability for a loyalty breach, bad-faith conduct, intentional misconduct, a knowing legal
violation, or an improper personal benefit. Section 2016 supplies the current manager-care,
business-judgment, and accounting defaults.

A member also retains the judicial-dissolution route in 18 O.S. § 2038 when it is not reasonably
practicable to carry on the business in conformity with the articles or operating agreement.

Amendment, filing, and records

The agreement controls its own amendment process under 18 O.S. § 2012.2(A). If it is silent,
subsection (E) permits amendment by members holding a majority of the voting membership interest,
subject to the special voting protections in § 2020.

The operating agreement is not among the items 18 O.S. § 2005 requires in the filed articles.
Written agreements remain company records: § 2021 requires copies of all effective written
agreements and amendments plus written agreements no longer in effect, and gives a member
reasonable inspection and information rights for purposes related to the membership interest.

What trips people up

Oklahoma's default management rule is the reverse of the common assumption that members manage
unless a public filing says otherwise. Section 2013 defaults to managers, while § 2015 requires the
articles or agreement to choose management without designated managers. The other easy mistake is
treating "transfer" as a single concept: under § 2033, the capital interest may be assigned while
membership and management rights stay put unless the admission rules are satisfied.

HB 3498 was signed on May 12, 2026, and takes effect November 1, 2026. It corrects the
registered-series cross-reference in § 2001(23), from "Section 14 of this act" to § 2054.5. It does
not change the ordinary-LLC operating-agreement definition in § 2001(20) or the rules above.

Common questions

Can the agreement create nonvoting members or classes?

Yes. 18 O.S. § 2017(D) permits classes or groups with different rights, powers, and duties and
allows an agreement to provide that a member or class has no voting rights.

Must every member sign an amendment?

Not necessarily. Under 18 O.S. § 2012.2(E), the default is approval by members holding a majority
of the membership interest entitled to vote when the agreement does not provide its own amendment
method. Section 2020 preserves unanimity for specified amendments unless the articles or a written
agreement validly provide otherwise.

Statutes and sources

• 18 O.S. §§ 2000, 2001(20) — Act name and operating-agreement definition. Official Title 18 (accessed 2026-07-26).
• 18 O.S. §§ 2004, 2005, 2007 — formation, articles, and effective time. Official Title 18 (accessed 2026-07-26).
• 18 O.S. § 2012.2 — scope, gap-fillers, assent, sole-member validity, and amendment. Official Title 18 (accessed 2026-07-26).
• 18 O.S. §§ 2013, 2015, 2018–2021 — management, agency, voting, and records. Official Title 18 (accessed 2026-07-26).
• 18 O.S. §§ 2016–2017 — duties, liability limits, and mandatory boundaries. Official Title 18 (accessed 2026-07-26).
• 18 O.S. §§ 2024–2025 — contribution promises and economic defaults. Official Title 18 (accessed 2026-07-26).
• 18 O.S. §§ 2033, 2035, 2038 — assignment, admission, timing, and judicial dissolution. Official Title 18 (accessed 2026-07-26).
• OK HB 3498 (2026) — signed technical amendment effective November 1, 2026. Official enrolled act (checked 2026-07-26).