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

1. A. Prior to November 1, 2017, title to real property which is to be held under a properly created limited liability company with established series, domestic or foreign, must be acquired, held and conveyed in the name of the limited liability company, with appropriate indication that such title is held for the benefit of the specific series.

2. B. Beginning November 1, 2017, unless otherwise provided in the operating agreement, a series established in accordance 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, because a series is merely an attribute of the LLC, the series may not hold title in its own name independent of the LLC. Examples of acceptable designations of the grantor or grantee in an instrument conveying title to real property to or from a particular 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.

   In the event an LLC, which has merely provided for the establishment of series, acquires property prior to the actual establishment of such series or otherwise acquires property in the name of the LLC, the LLC shall evidence such transfer of interest from the LLC itself to the LLC for the benefit of the series, by appropriate conveyance.

   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.

   Comment 2: Beginning November 1, 2017, to ensure the Series has not been prohibited from holding title to real property in its own name, title examiner may rely upon an affidavit of the LLC Manager properly recorded in the land records of the county where the real property is located, stating the Series at the time it acquired title to the real property, had the power and capacity to hold title to real estate.

   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)