What is included in a Oklahoma LLC Operating Agreement?
Your operating agreement is the legal blueprint for how your LLC functions internally. You may include anything in your operating agreement that doesn’t run counter to Oklahoma state law, but no matter what you should include the following topics:
- Membership interest
- Voting rights and decision-making powers
- Initial contributions
- Profits, losses, and distributions
- Management
- Compensation
- Bookkeeping procedures
- Dissolution
What information do I need to use Northwest’s free Oklahoma LLC operating agreement?
Our lawyers drafted a comprehensive operating agreement you can use for free. So if you’d rather focus on bringing in big bucks instead of dealing with more paperwork, we can help. You can build your Oklahoma LLC’s operating agreement, from scratch, right here on this page. Save it in a free account for later, and download a completed draft to sign.
In order to fill out our free operating agreement template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your LLC Articles of Organization.
Did an LLC member contribute $500? $5,000? A vehicle? A warehouse? That information goes here.
Write in 16 here since our version has a set amount of pages.
This is an internal document, so you won’t have to submit these names to the state just because they’re on here. However, you might need to add these people to your BOI Report.
Include ALL initial contributions, even if it’s only a small amount of cash or property.
While we definitely recommend having a business bank account, some banks like to actually see the operating agreement before you open an account. If that’s the case, you can leave this blank for now.
The address where your business operates from.
If you aren’t sure when your LLC’s Initial Meeting will be held, you can add it in later.
Pages 13, 14, 15, and 16, on our template, require at least one signature from a member.
Why should an Oklahoma LLC have an operating agreement?
An Oklahoma LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to carry out company operations.
There is no Oklahoma law requiring LLCs to adopt a written operating agreement. According to 18 OK Stat § 18-2001.16 (2019) an operating agreement can be any agreement between LLC members, whether oral, written, or implied. But even though it’s not required by law, crafting a written operating agreement now can spare you headaches in the long run. Here’s why.
1. Your operating agreement proves you own your LLC.
Oklahoma law helps you protect your privacy by not requiring you to list members’ names on the Articles of Organization. But in situations where you need to prove you own the LLC—like when opening a business bank account—you’ll need a legal document with all your members’ names on it. The operating agreement will list all your members’ names and addresses, so you can show it to a bank or potential investor to prove ownership.
2. An operating agreement can help reinforce your limited liability status.
To reap the benefits of limited liability status, an LLC must be able to prove that it is a separate legal entity from its owners. Your operating agreement helps you show that your LLC is a distinct entity with its own rules and procedures. If you ever face a lawsuit, your operating agreement will be one of the best tools at your disposal.
3. An operating agreement can help you head off conflict.
Sometimes your members just won’t be on the same page. But because your operating agreement outlines the rules for your LLC, you can use it to resolve disputes and avoid stalemates.
4. An operating agreement can override Oklahoma’s default laws.
Any rule that isn’t established in your operating agreement will be governed by Oklahoma’s default statutes for LLCs. These statutes might be the wrong fit for your business. Having a custom operating agreement helps you create your own rules for your LLC.
Oklahoma Case Law
We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*
“Consider the case of Colclasure v Colclasure, where the members (a married couple) did actually adopt an operating agreement. However, they each failed to follow the operating agreement before seeking intervention from the courts. This judicial intervention was unnecessary since the operating agreement of the members’ LLC actually covered the precise situation that the members brought before the courts. To quote the Supreme Court of Oklahoma in this case, ‘[h]ad the parties followed their own agreement, this matter could have been settled by the parties without the need to involve the trial court in the valuation process.’
“The Colclasure case presents an excellent example of how it is important to not only adopt a formal operating agreement, but also the importance of actually knowing and understanding the contents of the operating agreement. After all, it is the contents of the operating agreement, not its mere presence, which spells out and outlines the various rights, duties, and restrictions of the members. For these reasons (and more), a reasonably prudent business owner would (and should) adopt, maintain, and actually understand an operating agreement.”
FAQs
There is no state law in Oklahoma requiring an operating agreement for LLCs. However, without a written operating agreement, you will have difficulty opening a company bank account, and you might run into trouble if your LLC ever faces a lawsuit.
No, you don’t need to file your operating agreement with the Oklahoma Secretary of State. It’s an internal document you should keep on file at your business location.
Yes. While you might feel odd signing a legal agreement with yourself, you’ll need an operating agreement to open a business bank account. More importantly, if you’re ever sued, your operating agreement could help you preserve your limited liability status. A single-member LLC without an operating agreement risks looking perilously similar to a sole proprietorship—a business type without limited liability protection.
*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.