Oklahoma · Operating agreement

Oklahoma LLC operating agreement

What Oklahoma's LLC act says about operating agreements, what applies without one, and a free template to build yours.

As of 4 min readVermilion Vitez Team

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LLC Operating AgreementSTATE OF FORMATIONOklahomaCompany DetailsMembers & ManagementCapital & DistributionsTaxesTransfers & BuyoutGovernance & Legal TermsSuccessionNotarizationSIGNATURE

Is an operating agreement required in Oklahoma?

No. Oklahoma's LLC act does not tell an Oklahoma LLC to adopt one 1.

With no agreement, Oklahoma's defaults apply: manager-managed 2, profits by value of contributions 3.

Last checked .

What Oklahoma’s LLC act says

Oklahoma's act defines the "operating agreement" as any agreement of the members, including a sole member, about the affairs of the company and how it conducts its business. 4

Oklahoma defines an operating agreement as any agreement of the members. It may be oral, in a record, implied, or any mix of those. 4

Oklahoma says an operating agreement may not vary the rights, privileges, duties and obligations the LLC act imposes specifically. Section 18-2012.2 sets that limit. 1

One-member company. Oklahoma says an operating agreement of a one-member company is not unenforceable just because only one person is a party to it. 1

Not confirmed for Oklahoma from an official source: whether an Oklahoma agreement is filed with the state.

What happens with no agreement

Manager-managedManagement 2
By value of contributionsProfit split 3

Oklahoma's default is a company run by one or more managers, who may but need not be members. Members manage directly only if the articles or agreement say so. 2

Unless the operating agreement says otherwise, Oklahoma splits profits and losses by the agreed value of each member's contributions. Distributions follow each member's share of profits and losses. 3

What the template covers in Oklahoma

Oklahoma’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.

You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.

Where it fits when you form an Oklahoma LLC

You form an Oklahoma LLC by filing with Oklahoma’s Secretary of State.

The Oklahoma annual certificate is due by your formation anniversary date. 5

Search the Oklahoma business records at the Secretary of State before you file: Oklahoma entity search.

The operating agreement for an Oklahoma LLC is separate from the Oklahoma formation filing.

$104to file the LLC 6
$25for the annual certificate 5

Common questions

Is an operating agreement required for an LLC in Oklahoma?

Oklahoma's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules govern it. 1

Is there an Oklahoma LLC operating agreement template?

Yes, free in the Document Builder. PDF and Word downloads need a free account.

Can a single-member Oklahoma LLC have an operating agreement?

Oklahoma says an operating agreement of a one-member company is not unenforceable just because only one person is a party to it. 1

Does an Oklahoma operating agreement need to be notarized?

None of the Oklahoma rules quoted on this page asks for a notary. The template adds an optional notary page.

Where do I keep an Oklahoma operating agreement, and is it filed?

We could not confirm from an official Oklahoma source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Oklahoma’s Secretary of State. 6

Also in Oklahoma

Sources 6 links, checked Oct 4, 2026 to Nov 13, 2026
  1. Oklahoma LLC act, section 18-2012.2 oklegislature.gov, checked Nov 13, 2026
    If the operating agreement does not otherwise provide, the Oklahoma Limited Liability Company Act governs the matter.
  2. Oklahoma LLC act, section 18-2013 oklegislature.gov, checked Nov 13, 2026
    a limited liability company shall be managed by or under the authority of one or more managers who may but need not be members.
  3. Oklahoma LLC act, section 18-2025 oklegislature.gov, checked Nov 13, 2026
    on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions made by each member
  4. Oklahoma LLC act, section 18-2001 oklegislature.gov, checked Nov 13, 2026
    means any agreement of the members, including a sole member, as to the affairs of a limited liability company
  5. Oklahoma annual certificate sos.ok.gov, checked Oct 4, 2026
  6. Official state fee schedule for LLC filings sos.ok.gov, checked Oct 17, 2026

Each source shows the date it was checked. The newest check is Nov 13, 2026.

This page explains Oklahoma’s rules. It is not legal or tax advice.

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