Dissolution Of Operating Agreement

The company agreement of a limited liability company generally regulates: (1) the relations between the members as partners and between the members and the limited liability company; (2) a person`s rights and obligations as a manager under the Oklahoma Limited Liability Company Act; (3) the activities of the undertaking and the carrying out of those activities; and (4) the means and conditions for amending the company agreement. Okla. Stat. Ann. Tit. 18 § 2012.2 (2019). However, there are times when a company agreement is silent on important issues, including the dissolution of the limited liability company. Vote on the members. In most cases, the dissolution of an LLC is triggered by a vote of the members. Before proceeding to a vote, it is important to read the company agreement. It may determine the number or percentage of members who must accept dissolution. It may also require the assignment of a meeting, notification and other formalities. The company agreement should provide for notification of the dissolution of the LLC to all members and creditors.

All state statutes contain provisions for LLCs to give notice in the event of effective termination. Many also require a notification to take place when a resolution event occurs. Some state laws have imposed notification systems that include sending notices to creditors and/or publishing a notice of dissolution in newspapers. LPCs that fulfill termination obligations are generally exempt from liability for known or unknown debt at the end of a certain period of time. . . .

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