How Many Officers are Required for an LLC in Oklahoma?

by Joe Stone

The Oklahoma Limited Liability Company Act specifies the requirements for the formation and management of an LLC in the state. Although an Oklahoma LLC is similar in some ways to an Oklahoma corporation, there is no requirement that an Oklahoma LLC have the formal management structure of a corporation with officers such as a president, secretary and treasurer. However, the law is flexible regarding LLC management requirements, so members may appoint officers as part of the LLC’s management structure.

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Member Management

Oklahoma LLC laws refers to LLC owners as "members," and permits an LLC to be formed with just one person, which also includes legal entities such as a partnership or corporation. Unless otherwise specified in an LLC's operating agreement, Oklahoma LLC law specifies that management authority is vested in all members.

Designated Manager or Managers

The members of an Oklahoma LLC do not have to manage the LLC, and can designate a manager or managers to run the company. The manager is authorized to act on behalf of the LLC, and does not have to be an LLC member. The manager or managers are elected by a majority vote of LLC members, and can be removed without cause by the members' written consent.

Delegating Managerial Power

An Oklahoma LLC manager is authorized by law to delegate authority to other persons, who can be designated agents, officers or other LLC employees. The delegation can be a specific management power or control of the business operations, either for a special project or ongoing operations. In this regard, an LLC's management structure may become similar to a corporation with the delegation of powers being accompanied with titles such as treasurer or vice president.

Operating Agreement

Oklahoma LLC law does not mandate written operating agreements for LLCs; however, it does state that an LLC is bound by its operating agreement even if it is not executed, which means that oral agreements and any type of writing may be construed as an operating agreement. In order to avoid confusion and potentially paralyzing disagreements among the members or managers, it's prudent to prepare a comprehensive operating agreement that specifies, among other things, the LLC's management structure. The operating agreement can also be useful as verification of a manager’s authority to act on behalf of the LLC that may be requested in certain business situations, such as dealing with a bank or other financial institution.