DISTRIBUTION OF ASSETS UPON WINDING UP

A. Upon the winding up of a limited liability company, the assets shall be distributed as follows:

1. Payment, or adequate provision for payment, shall be made to creditors, including to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company;

2. Except as provided in writing in the articles of organization, operating agreement or other binding agreement, to members, any assignees, and any former members for the purchase, redemption or other acquisition of capital interests in satisfaction of liabilities for distributions authorized but not paid under Section 2030 of this title; and

3. Except as provided in writing in the articles of organization or operating agreement or other binding agreement, to members, any assignees, and any former members for the purchase, redemption or other acquisition of capital interests first for the return of their contributions in proportion to their respective contributions, and second respecting their capital interests or former capital interests, in proportions in which the members, assignees and former members would share in any profits.

B. A member, assignee or former member who receives a distribution in violation of subsection A of this section, and who knew or should have known at the time of the distribution that the distribution violated subsection A of this section, shall be liable to a limited liability company for the amount of the distribution. A member, assignee or former member who receives a distribution in violation of subsection A of this section, and who did not know and had no reason to know at the time of the distribution that the distribution violated subsection A of this section, shall not be liable for the amount of the distribution. Subject to subsection C of this section, this subsection shall not affect any obligation or liability of a member, assignee or former member under an agreement or other applicable law for a distribution.

C. Unless otherwise agreed, a member, assignee or former member who receives a distribution from a limited liability company shall have no liability under the Oklahoma Limited Liability Company Act or other applicable law for the amount of the distribution after the expiration of three (3) years from the date of the distribution unless an action to recover the distribution from the member, assignee or former member is commenced before the expiration of the three-year period and an adjudication of liability against the member, assignee or former member is made in the action.

Added by Laws 1992, c. 148, § 41, eff. Sept. 1, 1992. Amended by Laws 1993, c. 366, § 23, eff. Sept. 1, 1993; Laws 2004, c. 255, § 49, eff. Nov. 1, 2004; Laws 2017, c. 323, § 50, eff. Nov. 1, 2017.