Title Examination Standards
Chapter 1, App.
Chapter 14. Limited Liability Companies
§ 14.10 Limited Liability Company with Series

A. PRIOR TO NOVEMBER 1, 2004: A properly created or domesticated LLC could not establish Series.

B. BEGINNING NOVEMBER 1, 2004 THORUGH OCTOBER 31, 2017: Title to real property which is to be held under a properly created LLC with established Series , domestic or foreign, must be acquired, held and conveyed in the name of the LLC, with appropriate indication that such title is held for the benefit of the specific series.

C. BEGINNING NOVEMBER 1, 2017: Unless otherwise provided in the operating agreement, a Series established in acordance with subsection B of 18 O.S. §2054.4 (with the exception of the business of a domestic insurer) shall have the power and capacity to, in its own name, hold title to assets including real property.

Comment 1: Prior to November 1, 2017, if a conveyance has been made to a Series, the examiner should require a corrective conveyance from the original grantor.

Comment 2: Beginning November 1, 2004 through October 31, 2017, because a series is merely an attribute of the LLC, the series ould not hold real property in its own name independent of the LLC. Examples of acceptable designations of the grantor or grantee in a conveyance to or from an LLC for a Series would be one of the following:

A) Master, LLC, an Oklahoma limited liability company, as Nominee for its Series ABC;

B) XYZ, LLC, a Texas limited liability company, on behalf of its Series ABC;

C) DEF, LLC, a Delaware limited liability company, for the benefit of its Series 2016-A.

Comment 3: Beginning November 1, 2004, if an LLC, prior to the establishment of a Series acquired property, the LLC shall convey to:

A) The LLC for the benefit of the Series; or B) The Series (on or after November 1, 2017).

Comment 4: Beginning November 1, 2017, to ensure the Series is not prohibited from holding title to real property in its own name, the examiner may rely upon a properly recorded affidavit of the LLC Manager, stating the Series at the time it acquired title to the real property, had the power and capacity to hold real property. Comment 5: This Standard does not address the situation of real property held by a wholly owned subsidiary LLC, which is an entity capable of acquiring, holding and conveying real property in its own name.

Authority: 18 O.S. §2054.4.B. and 2054.4.C.

The 2016 Title Examination Standards Sub-Committee proposed

The 2017 Title Examination Standards Sub-Committee of the Real Property Law Section recommended an amendment to Standard 14.10 to reflect new legislation allowing a Series in a limited liability company with series to hold title to the Series' name. The Real Property Section approved the proposal on November 2, 2017 and the House of Delegates adopted the amendment on November 4, 2017. (superseded document available)

The 2019 Title Examinations Standards Sub-Committee of the Real Property Law Section recommended Standard 14.10 be amended as follows to add a new sub-paragraph "A" and a new "Comment 1", and to renumber the previous sub-paragraphs and Comments, to clarify the ownership in a Series LLC during various time periods. The Real Property Law Section approved the proposal on November 7, 2019 and the House of Delegates adopted the amendment on November 8, 2019. (superseded document available)

The 2021 Title Examination Standards Sub-Committee of the Real Property Law Section recommended the following editorial changes to the Title Standards as they appear on OSCN to bring the printed handbook and OSCN into conformity. The Real Property Section approved the proposal, and the House of Delegates adopted the amendment on November 12, 2021. (superseded document available)