Okla. Stat. tit. 54, § 54-500-508A — OK Code / Title 54 / Section 54-500-508A
Limitations on distribution
Status: in_force

LIMITATIONS ON DISTRIBUTION.

(a) A limited partnership may not make a distribution in

violation of the partnership agreement.

(b) A limited partnership may not make a distribution if after

the distribution:

(1) the limited partnership would not be able to pay its debts

as they become due in the ordinary course of the limited

partnership’s activities; or

(2) the limited partnership’s total assets would be less than

the sum of its total liabilities plus the amount that would be

needed, if the limited partnership were to be dissolved, wound up,

and terminated at the time of the distribution, to satisfy the

preferential rights upon dissolution, winding up, and termination of

partners whose preferential rights are superior to those of persons

receiving the distribution.

(c) A limited partnership may base a determination that a

distribution is not prohibited under subsection (b) of this section

on financial statements prepared on the basis of accounting

practices and principles that are reasonable in the circumstances or

on a fair valuation or other method that is reasonable in the

circumstances.

Oklahoma Statutes - Title 54. Partnership Page 113

(d) Except as otherwise provided in subsection (g) of this

section, the effect of a distribution under subsection (b) of this

section is measured:

(1) in the case of distribution by purchase, redemption, or

other acquisition of a transferable interest in the limited

partnership, as of the date money or other property is transferred

or debt incurred by the limited partnership; and

(2) in all other cases, as of the date:

(A) the distribution is authorized, if the payment occurs

within one hundred twenty (120) days after that date;

or

(B) the payment is made, if payment occurs more than one

hundred twenty (120) days after the distribution is

authorized.

(e) A limited partnership’s indebtedness to a partner incurred

by reason of a distribution made in accordance with this section is

at parity with the limited partnership’s indebtedness to its

general, unsecured creditors.

(f) A limited partnership’s indebtedness, including

indebtedness issued in connection with or as part of a distribution,

is not considered a liability for purposes of subsection (b) of this

section if the terms of the indebtedness provide that payment of

principal and interest are made only to the extent that a

distribution could then be made to partners under this section.

(g) If indebtedness is issued as a distribution, each payment

of principal or interest on the indebtedness is treated as a

distribution, the effect of which is measured on the date the

payment is made.
Okla. Stat. tit. 54, § 54-1-202 — OK Code / Title 54 / Section 54-1-202
Formation of Partnership
Status: in_force

Formation of Partnership. (a) Except as otherwise provided in

subsection (b) of this section, the association of two or more

persons to carry on as co-owners a business for profit forms a

partnership, whether or not the persons intend to form a

partnership.

(b) An association formed under a statute other than this act,

a predecessor statute, or a comparable statute of another

jurisdiction is not a partnership under this act.

(c) In determining whether a partnership is formed, the

following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the

entireties, joint property, common property, or part ownership does

not by itself establish a partnership, even if the co-owners share

profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a

partnership, even if the persons sharing them have a joint or common

right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business

is presumed to be a partner in the business, unless the profits were

received in payment:

(i) of a debt by installments or otherwise;

(ii) for services as an independent contractor or of wages

or other compensation to an employee;

(iii) of rent;

(iv) of an annuity or other retirement or health benefit to

a beneficiary, representative, or designee of a

deceased or retired partner;

(v) of interest or other charge on a loan, even if the

amount of payment varies with the profits of the

business, including a direct or indirect present or

future ownership of the collateral, or rights to

income, proceeds, or increase in value derived from

the collateral; or

(vi) for the sale of the goodwill of a business or other

property by installments or otherwise.
Okla. Stat. tit. 54, § 54-500-802A — OK Code / Title 54 / Section 54-500-802A
Judicial dissolution
Status: in_force

JUDICIAL DISSOLUTION.

On application by a partner the district court may order

dissolution of a limited partnership if it is not reasonably

practicable to carry on the activities of the limited partnership in

conformity with the partnership agreement.
Okla. Stat. tit. 54, § 54-500-1109A — OK Code / Title 54 / Section 54-500-1109A
Effect of merger
Status: in_force

EFFECT OF MERGER.

(a) When a merger becomes effective:

(1) the surviving organization continues or comes into

existence;

(2) each constituent organization that merges into the

surviving organization ceases to exist as a separate entity;

(3) all property owned by each constituent organization that

ceases to exist vests in the surviving organization;

(4) all debts, liabilities, and other obligations of each

constituent organization that ceases to exist continue as

obligations of the surviving organization;

(5) an action or proceeding pending by or against any

constituent organization that ceases to exist may be continued as if

the merger had not occurred;

(6) except as prohibited by other law, all of the rights,

privileges, immunities, powers, and purposes of each constituent

organization that ceases to exist vest in the surviving

organization;

(7) except as otherwise provided in the plan of merger, the

terms and conditions of the plan of merger take effect;

(8) except as otherwise agreed, if a constituent limited

partnership ceases to exist, the merger does not dissolve the

limited partnership for the purposes of Article 8 of this act;

(9) if the surviving organization is created by the merger:

(A) if it is a limited partnership, the certificate of

limited partnership becomes effective; or

(B) if it is an organization other than a limited

partnership, the organizational document that creates

the organization becomes effective; and

(10) if the surviving organization preexists the merger, any

amendments provided for in the articles of merger for the

organizational document that created the organization become

effective.

(b) A surviving organization that is a foreign organization

consents to the jurisdiction of the courts of this state to enforce

any obligation owed by a constituent organization, if before the

merger the constituent organization was subject to suit in this

state on the obligation. A surviving organization that is a foreign

organization and not authorized to transact business in this state

appoints the Secretary of State as its agent for service of process

for the purposes of enforcing an obligation under this subsection.

Service on the Secretary of State under this subsection is made in

the same manner and with the same consequences as in Section 17 of

this act.
Okla. Stat. tit. 54, § 54-500-702A — OK Code / Title 54 / Section 54-500-702A
Transfer of partner's transferable interest
Status: in_force

TRANSFER OF PARTNER’S TRANSFERABLE INTEREST.

(a) A transfer, in whole or in part, of a partner’s

transferable interest:

(1) is permissible;

(2) does not by itself cause the partner’s dissociation or a

dissolution and winding up of the limited partnership’s activities;

and

(3) does not, as against the other partners or the limited

partnership, entitle the transferee to participate in the management

or conduct of the limited partnership’s activities, to require

access to information concerning the limited partnership’s

transactions except as otherwise provided in subsection (c) of this

section, or to inspect or copy the required information or the

limited partnership’s other records.

(b) A transferee has a right to receive, in accordance with the

transfer:

(1) distributions to which the transferor would otherwise be

entitled; and

(2) upon the dissolution and winding up of the limited

partnership’s activities the net amount otherwise distributable to

the transferor.

(c) In a dissolution and winding up, a transferee is entitled

to an account of the limited partnership’s transactions only from

the date of dissolution.

(d) Upon transfer, the transferor retains the rights of a

partner other than the interest in distributions transferred and

retains all duties and obligations of a partner.

Oklahoma Statutes - Title 54. Partnership Page 123

(e) A limited partnership need not give effect to a

transferee’s rights under this section until the limited partnership

has notice of the transfer.

(f) A transfer of a partner’s transferable interest in the

limited partnership in violation of a restriction on transfer

contained in the partnership agreement is ineffective as to a person

having notice of the restriction at the time of transfer.

(g) A transferee that becomes a partner with respect to a

transferable interest is liable for the transferor’s obligations

under Sections 44 and 51 of this act. However, the transferee is

not obligated for liabilities unknown to the transferee at the time

the transferee became a partner.
Okla. Stat. tit. 54, § 54-500-406A — OK Code / Title 54 / Section 54-500-406A
Management rights of general partner
Status: in_force

MANAGEMENT RIGHTS OF GENERAL PARTNER.

(a) Each general partner has equal rights in the management and

conduct of the limited partnership’s activities. Except as

expressly provided in the Uniform Limited Partnership Act of 2010,

any matter relating to the activities of the limited partnership may

Oklahoma Statutes - Title 54. Partnership Page 107

be exclusively decided by the general partner or, if there is more

than one general partner, by a majority of the general partners.

(b) The consent of each partner is necessary to:

(1) amend the partnership agreement;

(2) amend the certificate of limited partnership to add or,

subject to Section 97 of this act, delete a statement that the

limited partnership is a limited liability limited partnership; and

(3) sell, lease, exchange, or otherwise dispose of all, or

substantially all, of the limited partnership’s property, with or

without the good will, other than in the usual and regular course of

the limited partnership’s activities.

(c) A limited partnership shall reimburse a general partner for

payments made and indemnify a general partner for liabilities

incurred by the general partner in the ordinary course of the

activities of the partnership or for the preservation of its

activities or property.

(d) A limited partnership shall reimburse a general partner for

an advance to the limited partnership beyond the amount of capital

the general partner agreed to contribute.

(e) A payment or advance made by a general partner which gives

rise to an obligation of the limited partnership under subsection

(c) or (d) of this section constitutes a loan to the limited

partnership which accrues interest from the date of the payment or

advance.

(f) A general partner is not entitled to remuneration for

services performed for the partnership.
Okla. Stat. tit. 54, § 54-1-701 — OK Code / Title 54 / Section 54-1-701
Purchase of Dissociated Partner's Interest
Status: in_force

Purchase of Dissociated Partner's Interest. (a) If a partner

is dissociated from a partnership without resulting in a dissolution

and winding up of the partnership business under Section 40 of this

act, the partnership shall cause the dissociated partner's interest

in the partnership to be purchased for a buyout price determined

pursuant to subsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is the

amount that would have been distributable to the dissociating

partner under subsection (b) of Section 46 of this act if, on the

date of dissociation, the assets of the partnership were sold at a

price equal to the greater of the liquidation value or the value

based on a sale of the entire business as a going concern without

the dissociated partner and the partnership were wound up as of that

date. Interest must be paid from the date of dissociation to the

date of payment.

(c) Damages for wrongful dissociation under subsection (b) of

Section 33 of this act, and all other amounts owing, whether or not

presently due, from the dissociated partner to the partnership, must

be offset against the buyout price. Interest must be paid from the

date the amount owed becomes due to the date of payment.

Oklahoma Statutes - Title 54. Partnership Page 34

(d) A partnership shall indemnify a dissociated partner whose

interest is being purchased against all partnership liabilities,

whether incurred before or after the dissociation, except

liabilities incurred by an act of the dissociated partner under

Section 35 of this act.

(e) If no agreement for the purchase of a dissociated partner's

interest is reached within one hundred twenty (120) days after a

written demand for payment, the partnership shall pay, or cause to

be paid, in cash to the dissociated partner the amount the

partnership estimates to be the buyout price and accrued interest,

reduced by any offsets and accrued interest under subsection (c) of

this section.

(f) If a deferred payment is authorized under subsection (h) of

this section, the partnership may tender a written offer to pay the

amount it estimates to be the buyout price and accrued interest,

reduced by any offsets under subsection (c) of this section, stating

the time of payment, the amount and type of security for payment,

and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of

this section must be accompanied by the following:

(1) a statement of partnership assets and liabilities as of the

date of dissociation;

(2) the latest available partnership balance sheet and income

statement, if any;

(3) an explanation of how the estimated amount of the payment

was calculated; and

(4) written notice that the payment is in full satisfaction of

the obligation to purchase unless, within one hundred twenty (120)

days after the written notice, the dissociated partner commences an

action to determine the buyout price, any offsets under subsection

(c) of this section, or other terms of the obligation to purchase.

(h) A partner who wrongfully dissociates before the expiration

of a definite term or the completion of a particular undertaking is

not entitled to payment of any portion of the buyout price until the

expiration of the term or completion of the undertaking, unless the

partner establishes to the satisfaction of the court that earlier

payment will not cause undue hardship to the business of the

partnership. A deferred payment must be adequately secured and bear

interest.

(i) A dissociated partner may maintain an action against the

partnership, pursuant to subparagraph (ii) of paragraph (2) of

subsection (b) of Section 26 of this act, to determine the buyout

price of that partner's interest, any offsets under subsection (c)

of this section, or other terms of the obligation to purchase. The

action must be commenced within one hundred twenty (120) days after

the partnership has tendered payment or an offer to pay or within

one (1) year after written demand for payment if no payment or offer

Oklahoma Statutes - Title 54. Partnership Page 35

to pay is tendered. The court shall determine the buyout price of

the dissociated partner's interest, any offset due under subsection

(c) of this section, and accrued interest, and enter judgment for

any additional payment or refund. If deferred payment is authorized

under subsection (h) of this section, the court shall also determine

the security for payment and other terms of the obligation to

purchase. The court may assess reasonable attorney fees and the

fees and expenses of appraisers or other experts for a party to the

action, in amounts the court finds equitable, against a party that

the court finds acted arbitrarily, vexatiously, or not in good

faith. The finding may be based on the partnership's failure to

tender payment or an offer to pay or to comply with subsection (g)

of this section.
Okla. Stat. tit. 54, § 54-1-503 — OK Code / Title 54 / Section 54-1-503
Transfer of Partner's Transferable Interest
Status: in_force

Transfer of Partner's Transferable Interest. (a) A transfer,

in whole or in part, of a partner's transferable interest in the

partnership:

(1) is permissible;

(2) does not by itself cause the partner's dissociation or a

dissolution and winding up of the partnership business; and

(3) does not, as against the other partners or the partnership,

entitle the transferee, during the continuance of the partnership,

to participate in the management or conduct of the partnership

business, to require access to information concerning partnership

transactions, or to inspect or copy the partnership books or

records.

(b) A transferee of a partner's transferable interest in the

partnership has a right:

(1) to receive, in accordance with the transfer, distributions

to which the transferor would otherwise be entitled;

(2) to receive upon the dissolution and winding up of the

partnership business, in accordance with the transfer, the net

amount otherwise distributable to the transferor; and

(3) to seek under paragraph (6) of Section 40 of this act a

judicial determination that it is equitable to wind up the

partnership business.

(c) In a dissolution and winding up, a transferee is entitled

to an account of partnership transactions only from the date of the

latest account agreed to by all of the partners.

(d) Upon transfer, the transferor retains the rights and duties

of a partner other than the interest in distributions transferred.

(e) A partnership need not give effect to a transferee's rights

under this section until it has notice of the transfer.

(f) A transfer of a partner's transferable interest in the

partnership in violation of a restriction on transfer contained in

Oklahoma Statutes - Title 54. Partnership Page 30

the partnership agreement is ineffective as to a person having

notice of the restriction at the time of transfer.
Okla. Stat. tit. 54, § 54-500-210A — OK Code / Title 54 / Section 54-500-210A
Annual certificate for Secretary of State
Status: in_force

ANNUAL CERTIFICATE FOR SECRETARY OF STATE.

(a) A limited partnership or a foreign limited partnership

authorized to transact business in this state shall deliver to the

Secretary of State for filing an annual certificate that states:

(1) the name of the limited partnership or foreign limited

partnership;

(2) the street, mailing address and electronic mail address of

its designated office and the name and street and mailing address of

its agent for service of process in this state; and

(3) in the case of a foreign limited partnership, the state or

other jurisdiction under whose law the foreign limited partnership

is formed and any fictitious name adopted under subsection (a) of

Section 500-905A of this title.

(b) Information in an annual certificate must be current as of

the date the annual certificate is delivered to the Secretary of

State for filing.

(c) The annual certificate is due on the anniversary date of

the filing of the certificate of limited partnership or certificate

of authority of a foreign limited partnership until cancellation of

the certificate of limited partnership or certificate of authority.

(d) The Secretary of State shall, at least sixty (60) days

before the anniversary date of each year, cause a notice of the

annual certificate to be sent to each domestic limited partnership

and each foreign limited partnership required to comply with the

provisions of this section to the last known electronic mail address

of record with the Secretary of State.
Okla. Stat. tit. 54, § 54-500-902A — OK Code / Title 54 / Section 54-500-902A
Application for certificate of authority
Status: in_force

APPLICATION FOR CERTIFICATE OF AUTHORITY.

(a) A foreign limited partnership may apply for a certificate

of authority to transact business in this state by delivering an

application to the Secretary of State for filing. The application

must state:

(1) the name of the foreign limited partnership and, if the

name does not comply with Section 8 of this act, a fictitious name

adopted pursuant to subsection (a) of Section 79 of this act.

(2) the name of the state or other jurisdiction under whose law

the foreign limited partnership is organized;

(3) the street and mailing address of the foreign limited

partnership’s principal office and, if the laws of the jurisdiction

under which the foreign limited partnership is organized require the

foreign limited partnership to maintain an office in that

jurisdiction, the street and mailing address of the required office;

Oklahoma Statutes - Title 54. Partnership Page 135

(4) the name and street and mailing address of the foreign

limited partnership’s initial agent for service of process in this

state;

(5) a statement that the Secretary of State is appointed the

agent of the foreign limited partnership for service of process if

no agent has been appointed pursuant to paragraph (4) of this

subsection or, if appointed, the agent’s authority has been revoked

or if the agent cannot be found or served with the exercise of

reasonable diligence;

(6) the name and street and mailing address of each of the

foreign limited partnership’s general partners; and

(7) whether the foreign limited partnership is a foreign

limited liability limited partnership.

(b) A foreign limited partnership shall deliver with the

completed application a certificate of good standing or existence or

a record of similar import signed by the Secretary of State or other

official having custody of the foreign limited partnership’s

publicly filed records in the state or other jurisdiction under

whose law the foreign limited partnership is organized.
Okla. Stat. tit. 54, § 54-500-907A — OK Code / Title 54 / Section 54-500-907A
Cancellation of certificate of authority - Effect of
Status: in_force

failure to have certificate.

CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO

HAVE CERTIFICATE.

(a) In order to cancel its certificate of authority to transact

business in this state, a foreign limited partnership must deliver

to the Secretary of State for filing a notice of cancellation

stating its name, jurisdiction of formation, and address for service

Oklahoma Statutes - Title 54. Partnership Page 138

of process. The certificate is canceled when the notice becomes

effective under Section 24 of this act.

(b) A foreign limited partnership transacting business in this

state may not maintain an action or proceeding in this state unless

it has a certificate of authority to transact business in this

state.

(c) The failure of a foreign limited partnership to have a

certificate of authority to transact business in this state does not

impair the validity of a contract or act of the foreign limited

partnership or prevent the foreign limited partnership from

defending an action or proceeding in this state.

(d) A partner of a foreign limited partnership is not liable

for the obligations of the foreign limited partnership solely by

reason of the foreign limited partnership’s having transacted

business in this state without a certificate of authority.

(e) If a foreign limited partnership transacts business in this

state without a certificate of authority or cancels its certificate

of authority, it appoints the Secretary of State as its agent for

service of process for rights of action arising out of the

transaction of business in this state.
Okla. Stat. tit. 54, § 54-1-201 — OK Code / Title 54 / Section 54-1-201
Partnership as entity
Status: in_force

Partnership as entity. (a) A partnership is an entity distinct

from its partners.

(b) A limited liability partnership continues to be the same

entity that existed before the filing of a statement of

qualification under Section 55 of this act.
Okla. Stat. tit. 54, § 54-500-402A — OK Code / Title 54 / Section 54-500-402A
General partner agent of limited partnership
Status: in_force

GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP.

(a) Each general partner is an agent of the limited partnership

for the purposes of its activities. An act of a general partner,

including the signing of a record in the partnership’s name, for

apparently carrying on in the ordinary course the limited

partnership’s activities or activities of the kind carried on by the

limited partnership binds the limited partnership, unless the

general partner did not have authority to act for the limited

partnership in the particular matter and the person with which the

general partner was dealing knew, had received a notification, or

had notice under subsection (d) of Section 3 of this act that the

general partner lacked authority.

(b) An act of a general partner which is not apparently for

carrying on in the ordinary course the limited partnership’s

activities or activities of the kind carried on by the limited

partnership binds the limited partnership only if the act was

actually authorized by all the other partners.
Okla. Stat. tit. 54, § 54-500-1004A — OK Code / Title 54 / Section 54-500-1004A
Pleading
Status: in_force

PLEADING.

In a derivative action, the complaint must state with

particularity:

(1) the date and content of plaintiff’s demand and the general

partners’ response to the demand; or

(2) why demand should be excused as futile.
Okla. Stat. tit. 54, § 54-500-116A — OK Code / Title 54 / Section 54-500-116A
Resignation of agent for service of process
Status: in_force

RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

(a) In order to resign as an agent for service of process of a

limited partnership or foreign limited partnership, the agent must

deliver to the Secretary of State for filing a statement of

resignation containing the name of the limited partnership or

foreign limited partnership.

(b) In the statement of resignation, the registered agent shall

certify that at least thirty (30) days before the date of the filing

of the statement the registered agent sent due notice of the

resignation by certified or registered mail to the limited

partnership for which such registered agent was acting, at the

principal office thereof, if known to the registered agent or, if

not, to the last known address of the attorney or other individual

at whose request the registered agent was appointed for such limited

partnership.

(c) An agency for service of process is terminated on the 31st

day after the Secretary of State files the statement of resignation.
Okla. Stat. tit. 54, § 54-500-807A — OK Code / Title 54 / Section 54-500-807A
Other claims against dissolved limited partnership
Status: in_force

OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

(a) A dissolved limited partnership may publish notice of its

dissolution and request persons having claims against the limited

partnership to present them in accordance with the notice.

(b) The notice must:

(1) be published at least once in a newspaper of general

circulation in the county in which the dissolved limited

partnership’s principal office is located or, if it has none in this

state, in the county in which the limited partnership’s designated

office is or was last located;

(2) describe the information required to be contained in a

claim and provide a mailing address to which the claim is to be

sent;

(3) state that a claim against the limited partnership is

barred unless an action to enforce the claim is commenced within

five (5) years after publication of the notice; and

(4) unless the limited partnership has been throughout its

existence a limited liability limited partnership, state that the

barring of a claim against the limited partnership will also bar any

corresponding claim against any general partner or person

dissociated as a general partner which is based on Section 38 of

this act.

(c) If a dissolved limited partnership publishes a notice in

accordance with subsection (b) of this section, the claim of each of

the following claimants is barred unless the claimant commences an

action to enforce the claim against the dissolved limited

partnership within five (5) years after the publication date of the

notice:

(1) a claimant that did not receive notice in a record under

Section 68 of this act;

(2) a claimant whose claim was timely sent to the dissolved

limited partnership but not acted on; and

(3) a claimant whose claim is contingent or based on an event

occurring after the effective date of dissolution.

(d) A claim not barred under this section may be enforced:

(1) against the dissolved limited partnership, to the extent of

its undistributed assets;

(2) if the assets have been distributed in liquidation, against

a partner or transferee to the extent of that person’s proportionate

share of the claim or the limited partnership’s assets distributed

to the partner or transferee in liquidation, whichever is less, but

a person’s total liability for all claims under this paragraph does

Oklahoma Statutes - Title 54. Partnership Page 130

not exceed the total amount of assets distributed to the person as

part of the winding up of the dissolved limited partnership; or

(3) against any person liable on the claim under Section 38 of

this act.
Okla. Stat. tit. 54, § 54-1-805 — OK Code / Title 54 / Section 54-1-805
Statement of Dissolution
Status: in_force

Statement of Dissolution. (a) After dissolution, a partner who

has not wrongfully dissociated may file with the Secretary of State

a statement of dissolution stating the name of the partnership and

that the partnership has dissolved and is winding up its business.

(b) A statement of dissolution cancels a filed statement of

partnership authority for the purposes of subsection (d) of Section

15 of this act and is a limitation on authority for the purposes of

subsection (e) of Section 15 of this act.

(c) For the purposes of Sections 13 and 43 of this act, a

person not a partner is deemed to have notice of the dissolution and

the limitation on the partners' authority as a result of the

statement of dissolution ninety (90) days after it is filed.

(d) After filing and, if appropriate, recording a statement of

dissolution, a dissolved partnership may file and, if appropriate,

record a statement of partnership authority which will operate with

respect to a person not a partner as provided in subsections (d) and

(e) of Section 15 of this act in any transaction, whether or not the

transaction is appropriate for winding up the partnership business.
Okla. Stat. tit. 54, § 54-500-506A — OK Code / Title 54 / Section 54-500-506A
Distribution in kind
Status: in_force

DISTRIBUTION IN KIND.

A partner does not have a right to demand or receive any

distribution from a limited partnership in any form other than cash.

Subject to subsection (b) of Section 74 of this act, a limited

partnership may distribute an asset in kind to the extent each

partner receives a percentage of the asset equal to the partner’s

share of distributions.
Okla. Stat. tit. 54, § 54-1-402 — OK Code / Title 54 / Section 54-1-402
Distributions in Kind
Status: in_force

Distributions in Kind. A partner has no right to receive, and

may not be required to accept, a distribution in kind.
Okla. Stat. tit. 54, § 54-500-108A — OK Code / Title 54 / Section 54-500-108A
Name
Status: reserved

NAME.

(a) The name of a limited partnership may contain the name of

any partner.

(b) The name of a limited partnership that is not a limited

liability limited partnership must contain the phrase “limited

partnership” or the abbreviation “L.P.” or “LP” and may not contain

the phrase “limited liability limited partnership” or the

abbreviation “LLLP” or “L.L.L.P.”.

(c) The name of a limited liability limited partnership must

contain the phrase “limited liability limited partnership” or the

Oklahoma Statutes - Title 54. Partnership Page 83

abbreviation “LLLP” or “L.L.L.P.” and must not contain the

abbreviation “L.P.” or “LP.”

(d) Unless authorized by subsection (e) of this section, the

name of a limited partnership must be distinguishable in the records

of the Secretary of State from:

(1) the name of each other limited partnership, corporation,

limited liability company or partnership then existing or authorized

to transact business in this state or that were in existence or

authorized at any time during the preceding three (3) years;

(2) each name reserved under Section 9 of this act; and

(3) each trade name filed with the Secretary of State.

(e) A limited partnership may apply to the Secretary of State

for authorization to use a name that does not comply with subsection

(d) of this section. The Secretary of State shall authorize use of

the name applied for if, as to each conflicting name:

(1) the present user, registrant, or owner of the conflicting

name consents in a signed record to the use and submits an

undertaking in a form satisfactory to the Secretary of State to

change the conflicting name to a name that complies with subsection

(d) of this section and is distinguishable in the records of the

Secretary of State from the name applied for;

(2) the applicant delivers to the Secretary of State a

certified copy of the final judgment of a court of competent

jurisdiction establishing the applicant’s right to use in this state

the name applied for; or

(3) the applicant delivers to the Secretary of State proof

satisfactory to the Secretary of State that the present user,

registrant, or owner of the conflicting name has or will have upon

the effective time and date of filed articles of merger or

conversion:

(A) merged into the applicant;

(B) converted into the applicant; or

(C) transferred substantially all of its assets, including

the conflicting name, to the applicant.

(f) Subject to Section 79 of this act, this section applies to

any foreign limited partnership transacting business in this state,

having a certificate of authority to transact business in this

state, or applying for a certificate of authority.
Okla. Stat. tit. 54, § 54-1-704 — OK Code / Title 54 / Section 54-1-704
Statement of Dissociation
Status: in_force

Statement of Dissociation. (a) A dissociated partner or the

partnership may file a statement of dissociation with the Secretary

of State stating the name of the partnership and that the partner is

dissociated from the partnership.

(b) A statement of dissociation is a limitation on the

authority of a dissociated partner for the purposes of subsection

(d) and (e) of Section 15 of this act.

(c) For the purposes of paragraph (3) of subsection (a) of

Section 36 of this act and paragraph (3) of subsection (b) of

Section 37 of this act, a person not a partner is deemed to have

notice of the dissociation ninety (90) days after the statement of

dissociation is filed.
Okla. Stat. tit. 54, § 54-500-1113A — OK Code / Title 54 / Section 54-500-1113A
Article not exclusive
Status: in_force

ARTICLE NOT EXCLUSIVE.

This article does not preclude an entity from being converted or

merged under other law.
Okla. Stat. tit. 54, § 54-500-906A — OK Code / Title 54 / Section 54-500-906A
Revocation of certificate of authority
Status: in_force

REVOCATION OF CERTIFICATE OF AUTHORITY.

The Secretary of State shall revoke a certificate of authority

of a foreign limited partnership to transact business in this state

if the foreign limited partnership does not:

(1) pay, within sixty (60) days after the due date, any fee due

to the Secretary of State under the Uniform Limited Partnership Act

of 2010 or other law;

(2) deliver, within sixty (60) days after the due date, its

annual certificate required under Section 28 of this act;

(3) appoint and maintain an agent for service of process as

required by subsection (b) of Section 14 of this act; or

(4) deliver for filing a statement of a change under Section 15

of this act within thirty (30) days after a change has occurred in

the name or address of the agent.
Okla. Stat. tit. 54, § 54-1-901 — OK Code / Title 54 / Section 54-1-901
Definitions
Status: in_force

Definitions.

Oklahoma Statutes - Title 54. Partnership Page 41

In this article:

(1) “Constituent partnership” means a constituent organization

that is a partnership;

(2) “Constituent organization” means an organization that is

party to a merger;

(3) “Converted organization” means the organization into which

a converting organization converts pursuant to Sections 1-902

through 1-905 of this title;

(4) “Converting partnership” means a converting organization

that is a partnership;

(5) “Converting organization” means an organization that

converts into another organization pursuant to Section 1-902 of this

title;

(6) “Governing statute” of an organization means the statute

that governs the organization’s internal affairs;

(7) “Organization” means a general partnership, including a

limited liability partnership; limited partnership; limited

liability company; business trust; corporation; or any other

unincorporated association. The term includes domestic and foreign

organizations regardless of whether organized for profit;

(8) “Organizational documents” means:

(i) for a domestic or foreign general partnership, its

partnership agreement;

(ii) for a domestic or foreign limited partnership, its

certificate of limited partnership and partnership

agreement;

(iii) for a domestic or foreign limited liability company,

its articles of organization and operating agreement,

or comparable records as provided in its governing

statute;

(iv) for a business trust, its agreement of trust and

declaration of trust;

(v) for a domestic or foreign corporation for profit, its

certificate of incorporation, bylaws, and other

agreements among its shareholders which are authorized

by its governing statute, or comparable records as

provided in its governing statute; and

(vi) for any other organization, the basic records that

create the organization and determine its internal

governance and the relations among the persons that

own it, have an interest in it, or are members of it;

(9) “Personal liability” means personal liability for a debt,

liability, or other obligation of an organization, which is imposed

on a person that co-owns, has an interest in, or is a member of the

organization:

Oklahoma Statutes - Title 54. Partnership Page 42

(i) by the organization’s governing statute solely by

reason of the person co-owning, having an interest in,

or being a member of the organization; or

(ii) by the organization’s organizational documents under a

provision of the organization’s governing statute

authorizing those documents to make one or more

specified persons liable for all or specified debts,

liabilities, and other obligations of the organization

solely by reason of the person or persons co-owning,

having an interest in, or being a member of the

organization.
Okla. Stat. tit. 54, § 54-500-701A — OK Code / Title 54 / Section 54-500-701A
Partner's transferable interest
Status: in_force

PARTNER’S TRANSFERABLE INTEREST.

The only interest of a partner which is transferable is the

partner’s transferable interest. A transferable interest is

personal property.
Okla. Stat. tit. 54, § 54-1-802 — OK Code / Title 54 / Section 54-1-802
Partnership Continues After Dissolution
Status: in_force

Partnership Continues After Dissolution. (a) Subject to

subsection (b) of this section, a partnership continues after

dissolution only for the purpose of winding up its business. The

partnership is terminated when the winding up of its business is

completed.

(b) At any time after the dissolution of a partnership and

before the winding up of its business is completed, all of the

partners, including any dissociating partner other than a wrongfully

dissociating partner, may waive the right to have the partnership's

business wound up and the partnership terminated.

In that event:

(1) the partnership resumes carrying on its business as if

dissolution had never occurred, and any liability incurred by the

partnership or a partner after the dissolution and before the waiver

is determined as if dissolution had never occurred; and

(2) the rights of a third party accruing under paragraph (1) of

Section 43 of this act or arising out of conduct in reliance on the

dissolution before the third party knew or received a notification

of the waiver may not be adversely affected.
Okla. Stat. tit. 54, § 54-1-107 — OK Code / Title 54 / Section 54-1-107
Partnership subject to amendment or repeal of act
Status: in_force

Partnership subject to amendment or repeal of act. A

partnership governed by this act is subject to any amendment or

repeal of this act.
Okla. Stat. tit. 54, § 54-500-109A — OK Code / Title 54 / Section 54-500-109A
Reservation of name
Status: reserved

Oklahoma Statutes - Title 54. Partnership Page 84

RESERVATION OF NAME.

(a) The exclusive right to the use of a name that complies with

Section 8 of this act may be reserved by:

(1) a person intending to organize a limited partnership under

the Uniform Limited Partnership Act of 2010 and to adopt the name;

(2) a limited partnership or a foreign limited partnership

authorized to transact business in this state intending to adopt the

name;

(3) a foreign limited partnership intending to obtain a

certificate of authority to transact business in this state and

adopt the name;

(4) a person intending to organize a foreign limited

partnership and intending to have it obtain a certificate of

authority to transact business in this state and adopt the name;

(5) a foreign limited partnership formed under the name; or

(6) a foreign limited partnership formed under a name that does

not comply with subsection (b) or (c) of Section 8 of this act, but

the name reserved under this paragraph may differ from the foreign

limited partnership’s name only to the extent necessary to comply

with subsections (b) and (c) of Section 8 of this act.

(b) A person may apply to reserve a name under subsection (a)

of this section by delivering to the Secretary of State for filing

an application that states the name to be reserved and the paragraph

of subsection (a) of this section which applies. If the Secretary

of State finds that the name is available for use by the applicant,

the Secretary of State shall file a statement of name reservation

and thereby reserve the name for the exclusive use of the applicant

for sixty (60) days.

(c) An applicant that has reserved a name pursuant to

subsection (b) of this section may reserve the same name for

additional sixty-day periods. A person having a current reservation

for a name may not apply for another sixty-day period for the same

name until sixty (60) days have elapsed in the current reservation.

(d) A person that has reserved a name under this section may

deliver to the Secretary of State for filing a notice of transfer

that states the reserved name, the name and street and mailing

address of some other person to which the reservation is to be

transferred, and the paragraph of subsection (a) of this section

which applies to the other person. Subject to subsection (c) of

Section 24 of this act, the transfer is effective when the Secretary

of State files the notice of transfer.
Okla. Stat. tit. 54, § 54-500-106A — OK Code / Title 54 / Section 54-500-106A
Governing law
Status: in_force

GOVERNING LAW.

The law of this state governs relations among the partners of a

limited partnership and between the partners and the limited

partnership and the liability of partners as partners for an

obligation of the limited partnership.
Okla. Stat. tit. 54, § 54-1-904 — OK Code / Title 54 / Section 54-1-904
Effect of conversion - Entity unchanged
Status: in_force

Effect of Conversion; Entity Unchanged.

(a) An organization that has been converted pursuant to this

article is for all purposes the same entity that existed before the

conversion.

(b) When a conversion takes effect:

(1) all property owned by the converting organization remains

vested in the converted organization;

(2) all debts, liabilities and other obligations of the

converting organization continue as obligations of the converted

organization;

(3) an action or proceeding pending against the converting

organization may be continued as if the conversion had not occurred;

(4) except as prohibited by other law, all of the rights,

privileges, immunities, powers, and purposes of the converting

organization remain vested in the converted organization;

(5) except as otherwise provided in the plan of conversion, the

terms and conditions of the plan of conversion take effect; and

(6) except as otherwise agreed, the conversion does not

dissolve a converting partnership for the purposes of Article 8.

(c) A converted organization that is a foreign organization

consents to the jurisdiction of the courts of this state to enforce

any obligation owed by the converting partnership, if before the

conversion the converting partnership was subject to suit in this

state on the obligation. A converted organization that is a foreign

organization and not authorized to transact business in this state

appoints the Secretary of State as its agent for service of process

for purposes of enforcing an obligation under this subsection.
Okla. Stat. tit. 54, § 54-1-501 — OK Code / Title 54 / Section 54-1-501
Partner not Co-owner of Partnership Property
Status: in_force

Oklahoma Statutes - Title 54. Partnership Page 29

Partner not Co-owner of Partnership Property. A partner is not

a co-owner of partnership property and has no interest in

partnership property which can be transferred, either voluntarily or

involuntarily.
Okla. Stat. tit. 54, § 54-500-806A — OK Code / Title 54 / Section 54-500-806A
Known claims against dissolved limited partnership
Status: in_force

KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

(a) A dissolved limited partnership may dispose of the known

claims against it by following the procedure described in subsection

(b) of this section.

(b) A dissolved limited partnership may notify its known

claimants of the dissolution in a record. The notice must:

(1) specify the information required to be included in a claim;

(2) provide a mailing address to which the claim is to be sent;

(3) state the deadline for receipt of the claim, which may not

be less than one hundred twenty (120) days after the date the notice

is received by the claimant;

(4) state that the claim will be barred if not received by the

deadline; and

(5) unless the limited partnership has been throughout its

existence a limited liability limited partnership, state that the

barring of a claim against the limited partnership will also bar any

corresponding claim against any general partner or person

dissociated as a general partner which is based on Section 38 of

this act.

(c) A claim against a dissolved limited partnership is barred

if the requirements of subsection (b) are met and:

(1) the claim is not received by the specified deadline; or

(2) in the case of a claim that is timely received but rejected

by the dissolved limited partnership, the claimant does not commence

an action to enforce the claim against the limited partnership

within ninety (90) days after the receipt of the notice of the

rejection.

(d) This section does not apply to a claim based on an event

occurring after the effective date of dissolution or a liability

that is contingent on that date.
Okla. Stat. tit. 54, § 54-500-117A — OK Code / Title 54 / Section 54-500-117A
Service of process
Status: in_force

SERVICE OF PROCESS.

(a) An agent for service of process appointed by a limited

partnership or foreign limited partnership is an agent of the

Oklahoma Statutes - Title 54. Partnership Page 90

limited partnership or foreign limited partnership for service of

any process, notice, or demand required or permitted by law to be

served upon the limited partnership or foreign limited partnership.

(b) If a limited partnership or foreign limited partnership

does not appoint or maintain an agent for service of process in this

state or the agent for service of process cannot with reasonable

diligence be found at the agent’s address, the Secretary of State is

an agent of the limited partnership or foreign limited partnership

upon whom process, notice, or demand may be served. The Secretary

of State shall charge the fee prescribed by Section 24 of this act

for acting as registered agent.

(c) Service of any process, notice, or demand on the Secretary

of State may be made as provided in Section 2004 of Title 12 of the

Oklahoma Statutes.
Okla. Stat. tit. 54, § 54-500-114A — OK Code / Title 54 / Section 54-500-114A
Office and agent for service of process
Status: in_force

OFFICE AND AGENT FOR SERVICE OF PROCESS.

(a) A limited partnership shall designate and continuously

maintain in this state:

(1) an office, which need not be a place of its activity in

this state; and

(2) an agent for service of process.

(b) A foreign limited partnership shall designate and

continuously maintain in this state an agent for service of process.

(c) An agent for service of process of a limited partnership or

foreign limited partnership must be an individual who is a resident

of this state or a corporation, limited liability company, or

general or limited partnership including a limited liability

partnership or a limited liability limited partnership, formed in or

authorized to do business in this state. A domestic limited

partnership may be its own agent.
Okla. Stat. tit. 54, § 54-1-1101 — OK Code / Title 54 / Section 54-1-1101
Law Governing Foreign Limited Liability Partnership
Status: in_force

Law Governing Foreign Limited Liability Partnership. (a) The

law under which a foreign limited liability partnership is formed

governs relations among the partners and between the partners and

the partnership and the liability of partners for obligations of the

partnership.

(b) A foreign limited liability partnership may not be denied a

statement of foreign qualification by reason of any difference

between the law under which the partnership was formed and the law

of this state.

(c) A statement of foreign qualification does not authorize a

foreign limited liability partnership to engage in any business or

exercise any power that a partnership may not engage in or exercise

in this state as a limited liability partnership.
Okla. Stat. tit. 54, § 54-500-303A — OK Code / Title 54 / Section 54-500-303A
No liability as limited partner for limited
Status: in_force

partnership obligations.

NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP

OBLIGATIONS.

An obligation of a limited partnership, whether arising in

contract, tort, or otherwise, is not the obligation of a limited

partner. A limited partner is not personally liable, directly or

indirectly, by way of contribution or otherwise, for an obligation

of the limited partnership solely by reason of being a limited

partner, even if the limited partner participates in the management

and control of the limited partnership.
Okla. Stat. tit. 54, § 54-500-1005A — OK Code / Title 54 / Section 54-500-1005A
Proceeds and expenses
Status: in_force

PROCEEDS AND EXPENSES.

(a) Except as otherwise provided in subsection (b) of this

section:

(1) any proceeds or other benefits of a derivative action,

whether by judgment, compromise, or settlement, belong to the

limited partnership and not to the derivative plaintiff;

(2) if the derivative plaintiff receives any proceeds, the

derivative plaintiff shall immediately remit them to the limited

partnership.

(b) If a derivative action is successful in whole or in part,

the court may award the plaintiff reasonable expenses, including

reasonable attorney fees, from the recovery of the limited

partnership.
Okla. Stat. tit. 54, § 54-500-1106A — OK Code / Title 54 / Section 54-500-1106A
Merger
Status: in_force

MERGER.

(a) A limited partnership may merge with one or more other

constituent organizations pursuant to this section and Sections 94

through 96 of this act and a plan of merger, if:

(1) the governing statute of each of the other organizations

authorizes the merger;

(2) the merger is not prohibited by the law of a jurisdiction

that enacted any of those governing statutes; and

(3) each of the other organizations complies with its governing

statute in effecting the merger.

(b) A plan of merger must be in a record and must include:

(1) the name and form of each constituent organization;

(2) the name and form of the surviving organization and, if the

surviving organization is to be created by the merger, a statement

to that effect;

(3) the terms and conditions of the merger, including the

manner and basis for converting the interests in each constituent

Oklahoma Statutes - Title 54. Partnership Page 146

organization into any combination of money, interests in the

surviving organization, and other consideration;

(4) if the surviving organization is to be created by the

merger, the surviving organization’s organizational documents; and

(5) if the surviving organization is not to be created by the

merger, any amendments to be made by the merger to the surviving

organization’s organizational documents.
Okla. Stat. tit. 54, § 54-500-203A — OK Code / Title 54 / Section 54-500-203A
Statement of cessation
Status: in_force

STATEMENT OF CESSATION.

A dissolved limited partnership that has completed winding up

may deliver to the Secretary of State for filing a statement of

cessation that states:

(1) the name of the limited partnership;

(2) the date of filing of its initial certificate of limited

partnership; and

Oklahoma Statutes - Title 54. Partnership Page 93

(3) any other information as determined by the general partners

filing the statement or by a person appointed pursuant to subsection

(c) or (d) of Section 65 of this act.
Okla. Stat. tit. 54, § 54-1-902 — OK Code / Title 54 / Section 54-1-902
Conversion of organization other than partnership to
Status: in_force

domestic partnership - Conversion of domestic partnership to another

organization.

Conversion of organization other than partnership to domestic

partnership; Conversion of domestic partnership to another

organization.

(a) An organization other than a partnership may convert to a

domestic partnership, and a domestic partnership may convert to

another organization pursuant to this section and Sections 1-903 and

1-904 of this title and a plan of conversion, if:

(1) The other organization’s governing statute authorizes the

conversion;

(2) The conversion is not prohibited by the law of the

jurisdiction that enacted the governing statute; and

(3) The other organization complies with its governing statute

in effecting the conversion.

(b) A plan of conversion must be in a record and must include:

(1) The name and form of the organization before conversion;

(2) The name and form of the organization after conversion;

(3) The terms and conditions of the conversion, including the

manner and basis for converting interests in the converting

organization into any combination of money, interests in the

converted organization, and other consideration; and

(4) The organizational documents of the converted organization.

(c) Subject to Section 1-909 of this title, a plan of

conversion must be consented to by all the partners of a converting

partnership.

(d) Subject to Section 1-909 of this title and any contractual

rights, after a conversion is approved, and at any time before a

Oklahoma Statutes - Title 54. Partnership Page 43

filing is made under Section 1-903 of this title, a converting

partnership may amend the plan or abandon the planned conversion:

(1) As provided in the plan; and

(2) Except as prohibited by the plan, by the same consent as

was required to approve the plan.Oklahoma Statutes - Title 54. Partnership Page 2
Okla. Stat. tit. 54, § 54-500-101A — OK Code / Title 54 / Section 54-500-101A
Short title
Status: in_force

SHORT TITLE.

This act shall be known and may be cited as the “Uniform Limited

Partnership Act of 2010”.
Okla. Stat. tit. 54, § 54-500-103A — OK Code / Title 54 / Section 54-500-103A
Knowledge and notice
Status: in_force

KNOWLEDGE AND NOTICE.

(a) A person knows a fact if the person has actual knowledge of

it.

(b) A person has notice of a fact if the person:

(1) knows of it;

(2) has received a notification of it;

(3) has reason to know it exists from all of the facts known to

the person at the time in question; or

(4) has notice of it under subsection (c) or (d) of this

section.

Oklahoma Statutes - Title 54. Partnership Page 80

(c) A certificate of limited partnership on file in the Office

of the Secretary of State is notice that the partnership is a

limited partnership and the persons designated in the certificate as

general partners are general partners. Except as otherwise provided

in subsection (d) of this section, the certificate is not notice of

any other fact.

(d) A person has notice of:

(1) another person’s dissociation as a general partner, ninety

(90) days after the effective date of an amendment to the

certificate of limited partnership which states that the other

person has dissociated or ninety (90) days after the effective date

of a statement of dissociation pertaining to the other person,

whichever occurs first;

(2) a limited partnership’s dissolution, ninety (90) days after

the effective date of an amendment to the certificate of limited

partnership stating that the limited partnership is dissolved;

(3) a limited partnership’s cessation, ninety (90) days after

the effective date of a statement of cessation;

(4) a limited partnership’s conversion under Article 11 of this

act, ninety (90) days after the effective date of the articles of

conversion; or

(5) a merger under Article 11 of this act, ninety (90) days

after the effective date of the articles of merger.

(e) A person notifies or gives a notification to another person

by taking steps reasonably required to inform the other person in

ordinary course, whether or not the other person learns of it.

(f) A person receives a notification when the notification:

(1) comes to the person’s attention; or

(2) is delivered at the person’s place of business or at any

other place held out by the person as a place for receiving

communications.

(g) Except as otherwise provided in subsection (h) of this

section, a person other than an individual knows, has notice, or

receives a notification of a fact for purposes of a particular

transaction when the individual conducting the transaction for the

person knows, has notice, or receives a notification of the fact, or

in any event when the fact would have been brought to the

individual’s attention if the person had exercised reasonable

diligence. A person other than an individual exercises reasonable

diligence if it maintains reasonable routines for communicating

significant information to the individual conducting the transaction

for the person and there is reasonable compliance with the routines.

Reasonable diligence does not require an individual acting for the

person to communicate information unless the communication is part

of the individual’s regular duties or the individual has reason to

know of the transaction and that the transaction would be materially

affected by the information.

Oklahoma Statutes - Title 54. Partnership Page 81

(h) A general partner’s knowledge, notice, or receipt of a

notification of a fact relating to the limited partnership is

effective immediately as knowledge of, notice to, or receipt of a

notification by the limited partnership, except in the case of a

fraud on the limited partnership committed by or with the consent of

the general partner. A limited partner’s knowledge, notice, or

receipt of a notification of a fact relating to the limited

partnership is not effective as knowledge of, notice to, or receipt

of a notification by the limited partnership.
Okla. Stat. tit. 54, § 54-1-305 — OK Code / Title 54 / Section 54-1-305
Partnership Liable for Partner's Actionable Conduct
Status: in_force

Partnership Liable for Partner's Actionable Conduct.

(a) A partnership is liable for loss or injury caused to a

person, or for a penalty incurred, as a result of a wrongful act or

omission, or other actionable conduct, of a partner acting in the

ordinary course of business of the partnership or with authority of

the partnership.

(b) If, in the course of the partnership's business or while

acting with authority of the partnership, a partner receives or

causes the partnership to receive money or property of a person not

a partner, and the money or property is misapplied by a partner, the

partnership is liable for the loss.
Okla. Stat. tit. 54, § 54-500-901A — OK Code / Title 54 / Section 54-500-901A
Governing law
Status: in_force

GOVERNING LAW.

(a) The laws of the state or other jurisdiction under which a

foreign limited partnership is organized govern relations among the

partners of the foreign limited partnership and between the partners

and the foreign limited partnership and the liability of partners as

partners for an obligation of the foreign limited partnership.

(b) A foreign limited partnership may not be denied a

certificate of authority by reason of any difference between the

laws of the jurisdiction under which the foreign limited partnership

is organized and the laws of this state.

(c) A certificate of authority does not authorize a foreign

limited partnership to engage in any business or exercise any power

that a limited partnership may not engage in or exercise in this

state.
Okla. Stat. tit. 54, § 54-500-1202A — OK Code / Title 54 / Section 54-500-1202A
Relation to electronic signatures in Global and
Status: in_force

National Commerce Act.

RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL

COMMERCE ACT.

The Uniform Limited Partnership Act of 2010 modifies, limits, or

supersedes the federal Electronic Signatures in Global and National

Commerce Act, 15 U.S.C., Section 7001 et seq., but the Uniform

Limited Partnership Act of 2010 does not modify, limit, or supersede

Section 101(c) of the federal Electronic Signatures in Global and

National Commerce Act or authorize electronic delivery of any of the

notices described in Section 103(b) of that act.
Okla. Stat. tit. 54, § 54-500-401A — OK Code / Title 54 / Section 54-500-401A
Becoming general partner
Status: in_force

BECOMING GENERAL PARTNER.

A person becomes a general partner:

(1) as provided in the partnership agreement:

(2) under subparagraph (B) of paragraph (3) of Section 63 of

this act following the dissociation of a limited partnership’s last

general partner;

(3) as the result of a conversion or merger under Article 11 of

this act; or

(4) with the consent of all the partners.
Okla. Stat. tit. 54, § 54-1-602 — OK Code / Title 54 / Section 54-1-602
Partner's Power to Dissociate; Wrongful Dissociation
Status: in_force

Partner's Power to Dissociate; Wrongful Dissociation. (a) A

partner has the power to dissociate at any time, rightfully or

wrongfully, by express will pursuant to paragraph (1) of Section 32

of this act.

(b) A partner's dissociation is wrongful only if:

(1) it is in breach of an express provision of the partnership

agreement; or

(2) in the case of a partnership for a definite term or

particular undertaking, before the expiration of the term or the

completion of the undertaking:

(i) the partner withdraws by express will, unless the

withdrawal follows within ninety (90) days after

another partner's dissociation by death or otherwise

under paragraphs (6) through (10) of Section 32 of

this act or wrongful dissociation under this

subsection;

(ii) the partner is expelled by judicial determination

under paragraph (5) of Section 32 of this act;

(iii) the partner is dissociated by becoming a debtor in

bankruptcy; or

(iv) in the case of a partner who is not an individual,

trust other than a business trust, or estate, the

partner is expelled or otherwise dissociated because

it willfully dissolved or terminated.

Oklahoma Statutes - Title 54. Partnership Page 33

(c) A partner who wrongfully dissociates is liable to the

partnership and to the other partners for damages caused by the

dissociation. The liability is in addition to any other obligation

of the partner to the partnership or to the other partners.
Okla. Stat. tit. 54, § 54-500-202A — OK Code / Title 54 / Section 54-500-202A
Amendment or restatement of certificate
Status: in_force

AMENDMENT OR RESTATEMENT OF CERTIFICATE.

(a) In order to amend its certificate of limited partnership, a

limited partnership must deliver to the Secretary of State for

filing an amendment or, pursuant to Article 11 of this act, articles

of merger stating:

(1) the name of the limited partnership;

(2) the date of filing of its initial certificate; and

Oklahoma Statutes - Title 54. Partnership Page 92

(3) the changes the amendment makes to the certificate as most

recently amended or restated.

(b) A limited partnership shall promptly deliver to the

Secretary of State for filing an amendment to a certificate of

limited partnership to reflect:

(1) the admission of a new general partner;

(2) the dissociation of a person as a general partner; or

(3) the appointment of a person to wind up the limited

partnership’s activities under subsection (c) or (d) of Section 65

of this act.

(c) A general partner that knows that any information in a

filed certificate of limited partnership was false when the

certificate was filed or has become false due to changed

circumstances shall promptly:

(1) cause the certificate to be amended; or

(2) if appropriate, deliver to the Secretary of State for

filing a statement of change pursuant to Section 15 of this act or a

statement of correction pursuant to Section 25 of this act.

(d) A certificate of limited partnership may be amended at any

time for any other proper purpose as determined by the limited

partnership.

(e) A restated certificate of limited partnership may be

delivered to the Secretary of State for filing in the same manner as

an amendment. A certificate of limited partnership may be amended

and restated in the same instrument and incurs the same fee as an

amended or restated certificate.

(f) A restated certificate reflects the limited partnership’s

certificate of limited partnership, as amended.

(g) Subject to subsection (c) of Section 24 of this act, an

amendment or restated certificate is effective when filed by the

Secretary of State.
Okla. Stat. tit. 54, § 54-1-204 — OK Code / Title 54 / Section 54-1-204
When Property is Partnership Property
Status: in_force

When Property is Partnership Property. (a) Property is

partnership property if acquired in the name of:

(1) the partnership; or

(2) one or more partners with an indication in the instrument

transferring title to the property of the person's capacity as a

partner or of the existence of a partnership but without an

indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a

transfer to:

(1) the partnership in its name; or

(2) one or more partners in their capacity as partners in the

partnership, if the name of the partnership is indicated in the

instrument transferring title to the property.

(c) Property is presumed to be partnership property if

purchased with partnership assets, even if not acquired in the name

of the partnership or of one or more partners with an indication in

the instrument transferring title to the property of the person's

capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the

partners, without an indication in the instrument transferring title

to the property of the person's capacity as a partner or of the

existence of a partnership and without use of partnership assets, is

presumed to be separate property, even if used for partnership

purposes.
Okla. Stat. tit. 54, § 54-500-1002A — OK Code / Title 54 / Section 54-500-1002A
Derivative action
Status: in_force

DERIVATIVE ACTION.

A partner may maintain a derivative action to enforce a right of

a limited partnership if:

(1) the partner first makes a demand on the general partners,

requesting that they cause the limited partnership to bring an

action to enforce the right, and the general partners do not bring

the action within a reasonable time; or

(2) a demand would be futile.
Okla. Stat. tit. 54, § 54-1-404 — OK Code / Title 54 / Section 54-1-404
General Standards of Partner's Conduct
Status: in_force

General Standards of Partner's Conduct. (a) The only fiduciary

duties a partner owes to the partnership and the other partners are

the duty of loyalty and the duty of care set forth in subsections

(b) and (c) of this section.

(b) A partner's duty of loyalty to the partnership and the

other partners is limited to the following:

(1) to account to the partnership and hold as trustee for it

any property, profit, or benefit derived by the partner in the

conduct and winding up of the partnership business or derived from a

use by the partner of partnership property, including the

appropriation of a partnership opportunity;

(2) to refrain from dealing with the partnership in the conduct

or winding up of the partnership business as or on behalf of a party

having an interest adverse to the partnership; and

(3) to refrain from competing with the partnership in the

conduct of the partnership business before the dissolution of the

partnership.

(c) A partner's duty of care to the partnership and the other

partners in the conduct and winding up of the partnership business

is limited to refraining from engaging in grossly negligent or

reckless conduct, intentional misconduct, or a knowing violation of

law.

(d) A partner shall discharge the duties to the partnership and

the other partners under this act or under the partnership agreement

and exercise any rights consistently with the obligation of good

faith and fair dealing.

(e) A partner does not violate a duty or obligation under this

act or under the partnership agreement merely because the partner's

conduct furthers the partner's own interest.

(f) A partner may lend money to and transact other business

with the partnership, and as to each loan or transaction the rights

and obligations of the partner are the same as those of a person who

is not a partner, subject to other applicable law.

(g) This section applies to a person winding up the partnership

business as the personal or legal representative of the last

surviving partner as if the person were a partner.
Okla. Stat. tit. 54, § 54-1-302 — OK Code / Title 54 / Section 54-1-302
Transfer of Partnership Property
Status: in_force

Transfer of Partnership Property. (a) Partnership property may

be transferred as follows:

(1) Subject to the effect of a statement of partnership

authority under Section 15 of this act, partnership property held in

the name of the partnership may be transferred by an instrument of

transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more

partners with an indication in the instrument transferring the

property to them of their capacity as partners or of the existence

of a partnership, but without an indication of the name of the

partnership, may be transferred by an instrument of transfer

executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more

persons other than the partnership, without an indication in the

instrument transferring the property to them of their capacity as

partners or of the existence of a partnership, may be transferred by

an instrument of transfer executed by the persons in whose name the

property is held.

(b) A partnership may recover partnership property from a

transferee only if it proves that execution of the instrument of

initial transfer did not bind the partnership under Section 13 of

this act and:

(1) as to a subsequent transferee who gave value for property

transferred under paragraphs (1) and (2) of subsection (a) of this

section, proves that the subsequent transferee knew or had received

a notification that the person who executed the instrument of

initial transfer lacked authority to bind the partnership; or

(2) as to a transferee who gave value for property transferred

under paragraph (3) of subsection (a) of this section, proves that

the transferee knew or had received a notification that the property

was partnership property and that the person who executed the

instrument of initial transfer lacked authority to bind the

partnership.

(c) A partnership may not recover partnership property from a

subsequent transferee if the partnership would not have been

entitled to recover the property, under subsection (b) of this

section, from any earlier transferee of the property.

(d) If a person holds all of the partners' interests in the

partnership, all of the partnership property vests in that person.

The person may execute a document in the name of the partnership to

evidence vesting of the property in that person and may file or

record the document.
Okla. Stat. tit. 54, § 54-1-907 — OK Code / Title 54 / Section 54-1-907
Statement of Merger
Status: in_force

Statement of Merger. (a) After a merger, the surviving

partnership or limited partnership may file a statement with the

Secretary of State that one or more partnerships or limited

partnerships have merged into the surviving entity.

(b) A statement of merger must contain:

(1) the name of each partnership or limited partnership that is

a party to the merger;

(2) the name of the surviving entity into which the other

partnerships or limited partnership were merged;

(3) the street address of the surviving entity's chief

executive office and of an office in this State, if any;

(4) whether the surviving entity is a partnership or a limited

partnership; and

(5) a statement that the plan of merger was approved and

executed as required by law by each partnership or limited

partnership which is to merge, and of the effective date or time of

the merger if it is not to be effective upon the filing of the

certificate of merger.

(c) Except as otherwise provided in subsection (d) of this

section, for the purposes of Section 14 of this act, property of the

surviving partnership or limited partnership which before the merger

was held in the name of another party to the merger is property held

in the name of the surviving entity upon filing a statement of

merger.

(d) For the purposes of Section 14 of this act, real property

of the surviving partnership or limited partnership which before the

merger was held in the name of another party to the merger is

property held in the name of the surviving entity upon recording a

certified copy of the statement of merger in the office for

recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger,

executed and declared to be accurate pursuant to subsection (c) of

Section 6 of this act, stating the name of a partnership or limited

partnership that is a party to the merger in whose name property was

held before the merger and the name of the surviving entity, but not

containing all of the other information required by subsection (b)

of this section, operates with respect to the partnerships or

limited partnerships named to the extent provided in subsections (c)

and (d) of this section.
Okla. Stat. tit. 54, § 54-500-801A — OK Code / Title 54 / Section 54-500-801A
Nonjudicial dissolution
Status: in_force

NONJUDICIAL DISSOLUTION.

Except as otherwise provided in Section 64 of this act, a

limited partnership is dissolved, and its activities must be wound

up, only upon the occurrence of any of the following:

(1) the happening of an event specified in the partnership

agreement;

(2) the consent of all general partners and of limited partners

owning a majority of the rights to receive distributions as limited

partners at the time the consent is to be effective;

(3) after the dissociation of a person as a general partner:

(A) if the limited partnership has at least one remaining

general partner, the consent to dissolve the limited

partnership given within ninety (90) days after the

dissociation by partners owning a majority of the

rights to receive distributions as partners at the

time the consent is to be effective; or

Oklahoma Statutes - Title 54. Partnership Page 125

(B) if the limited partnership does not have a remaining

general partner, the passage of ninety (90) days after

the dissociation, unless before the end of the period:

(i) consent to continue the activities of the limited

partnership and admit at least one general

partner is given by limited partners owning a

majority of the rights to receive distributions

as limited partners at the time the consent is to

be effective; and

(ii) at least one person is admitted as a general

partner in accordance with the consent; or

(4) the passage of ninety (90) days after the dissociation of

the limited partnership’s last limited partner, unless before the

end of the period the limited partnership admits at least one

limited partner.
Okla. Stat. tit. 54, § 54-1-1105 — OK Code / Title 54 / Section 54-1-1105
Action By Attorney General
Status: in_force

Action By Attorney General. The Attorney General may maintain

an action to restrain a foreign limited liability partnership from

transacting business in this state in violation of this article.