Limited liability companies; providing exception to personal liability protections for members or managers. Effective date.

SB 476 amends Oklahoma's limited liability company law to clarify when members or managers can be personally liable for company debts. It specifically states that members/managers are **not** personally liable for debts solely due to the company failing to file annual documents or pay fees - unless they knew or should have known the company was out of good standing and the company lacked sufficient assets to cover obligations at the time of the debt. The bill directly affects LLC members and managers by narrowing the circumstances under which personal liability applies. This change updates Section 2055.3 of Oklahoma law to provide clearer protections while maintaining accountability when negligence is involved. The bill takes effect November 1, 2025.