Protected and Registered Series LLC Formation Requirements in Oklahoma

At a glance

Requirements one by one

Two statutory routes and parent notice

Section 2054.4(A) says an operating agreement “may establish or provide for the establishment” of a designated series. A protected series that seeks the liability limitation also needs the parent LLC's articles to state the limitation and records that separately account for its assets (§ 2054.4(B)). For a registered series, § 2054.5(A)-(B) adds a series-specific filing while retaining the parent-article notice.

Registered-series articles

Under § 2054.5(D)(1)-(2), registered-series articles state the parent and series names, principal-office street address, and registered-agent name and street address. Section 2006(A)(2) requires a manager's signature; § 2007(A) requires delivery of one signed copy to the Secretary of State; and § 2055(3) charges $100 to file and issue a registered-series certificate. The filing is effective when filed unless the articles state a later certain date or time. The series articles expressly “are not an amendment to the articles of organization of the limited liability company.”

Names and asset records

Section 2008(B) makes the registered name include the parent's full LLC name and the series name; § 2008(C) requires distinction from the listed state records unless an exception applies. Sections 2054.4(B) and 2054.5(C) permit associated assets to be held through the parent or a nominee, but the records must reasonably identify the assets separately. A category or formula can work when the identity is objectively determinable; the title holder alone is not the statutory record test.

Liability conditions

Under § 2054.4(B), the protected-series limitation depends on the operating agreement, parent-article notice, and separate asset accounting. Section 2054.5(B)-(C) sets parent notice and separate accounting for a registered series. Both sections allow a series or parent to agree to liability for another's obligations, so the statutory default must be read with the governing agreement and any separate promise.

Changes and ending a series

The operating agreement can set when a protected series ends; § 2054.4(B)(9) also supplies a default vote of more than two-thirds of associated membership interests and lets a series wind up without dissolving the parent. A registered series may likewise wind up separately under § 2054.5(C)(9). Its articles are amended by filing under § 2054.5(D)(3)-(4), and § 2054.5(D)(7) requires a dissolution filing to cancel them after winding up.

What trips people up

Section 2005(B) describes parent-article notice for an LLC establishing two or more series. Sections 2054.4(B) and 2054.5(B) independently tie the segregation rules to parent-article notice. Check that notice even for a single proposed protected or registered series. Enacted changes effective November 1, 2026 add the registered agent's email address to parent articles (§ 2005(A)(3)) and correct § 2001(23)'s registered-series citation to § 2054.5; the current filing and asset-record rules remain in force until then.

Common questions

Does filing registered-series articles amend the parent LLC's articles? No. Section 2054.5(D)(2) expressly says they are separate filings.

Can a series hold an asset through a nominee? Sections 2054.4(B) and 2054.5(C) permit it, provided the series' records still account for the associated asset separately.

Statutes and sources

• 18 O.S. § 2001 (future version), § 2005 (current version), and § 2005 (future version), accessed October 6, 2026.
• 18 O.S. § 2006, § 2007, § 2008, § 2054.4, § 2054.5, and § 2055, accessed October 6, 2026.