Okla. Stat. tit. 54, § 54-1-309 — OK Code / Title 54 / Section 54-1-309
Security for Payment of Claims
Status: in_force

Oklahoma Statutes - Title 54. Partnership Page 23

Security for Payment of Claims. (a) A limited liability

partnership, or a foreign limited liability partnership transacting

business in this state, shall provide security for claims against it

based upon acts, errors, or omissions arising out of the conduct of

the business of the partnership in the manner provided in subsection

(b), (c), (d) or (e) of this section.

(b) (1) A limited liability partnership or foreign limited

liability partnership is in compliance with this section if it

maintains a policy or policies of insurance against liability

imposed on it by law for damages arising out of claims of the type

specified in subsection (a) of this section. The policy or policies

of insurance may be issued on a claims-made or occurrence basis;

provided, that the total aggregate limit of liability thereof equals

or exceeds Five Hundred Thousand Dollars ($500,000.00). The

impairment or exhaustion of such aggregate limit of liability by

amounts paid under the policy in connection with the settlement,

discharge, or defense of claims shall not require the partnership to

acquire additional insurance coverage for the policy period to which

the impairment or exhaustion applies. Such policy or policies of

insurance may be of a type reasonably available in the commercial

insurance market and may be subject to such terms, conditions,

exclusions, and endorsements as are typically contained in such

policies.

(2) If the principal business activity of a limited liability

partnership or foreign limited liability partnership is not the

provision of professional services, the limited liability

partnership or foreign limited liability partnership may comply with

this section if it maintains a general liability insurance policy or

policies in the aggregate amount of at least Five Hundred Thousand

Dollars ($500,000.00). The impairment or exhaustion of such

aggregate limit of liability by amounts paid under the policy in

connection with the settlement, discharge, or defense of claims

shall not require the partnership to acquire additional insurance

coverage for the policy period to which the impairment or exhaustion

applies. Such policy or policies of insurance may be of a type

reasonably available in the commercial insurance market and may be

subject to such terms, conditions, exclusions, and endorsements as

are typically contained in such policies.

(3) A policy or policies of insurance maintained pursuant to

this subsection may be subject to a deductible or self-insured

retention not to exceed ten percent (10%) of the aggregate limit of

liability specified in paragraphs (1) and (2) of this subsection;

provided, however, that a deductible or self-insured retention may

exceed such amount if the partnership maintains funds in the manner

provided for in subsection (c) of this section in the amount of the

difference between the actual deductible or self-insured retention

and such amount.

Oklahoma Statutes - Title 54. Partnership Page 24

(c) (1) A limited liability partnership or foreign limited

liability partnership is in compliance with this section if it

maintains funds specifically designated and segregated as security

for the payment of liabilities imposed by law against the

partnership or its partners arising out of claims of the type

specified in subsection (a) of this section, in the aggregate amount

of at least Five Hundred Thousand Dollars ($500,000.00). The

partnership remains in compliance with this section notwithstanding

amounts paid from the designated and segregated funds in any six-

month period in settling or discharging such claims; provided, that

the amount of the designated and segregated funds is increased to at

least Five Hundred Thousand Dollars ($500,000.00) as of the first

business day of the next six-month period. A limited liability

partnership or foreign limited liability partnership is in

compliance with this subsection if it:

(i) maintains funds in the required amount in trust or in

bank escrow in the form of cash, bank certificates of

deposit or United States Treasury obligations,

(ii) maintains in effect bank letters of credit in the

required amount, or

(iii) maintains in effect insurance or surety company bonds

in the required amount.

(2) Notwithstanding the pendency of other claims against the

partnership, a limited liability partnership or foreign limited

liability partnership shall be deemed to be in compliance with this

subsection if within thirty (30) days after the time that a claim is

initially asserted through service of a summons, complaint or

comparable pleading in a judicial or administrative proceeding, the

partnership has designated and segregated funds in compliance with

the requirement of paragraph (1) of this subsection.

(d) For purposes of satisfying the requirements of this

section, a limited liability partnership or foreign limited

liability partnership may aggregate security provided pursuant to

subsections (b) and (c) of this section.

(e) Notwithstanding any other provision of this section, if a

foreign limited liability partnership maintains liability insurance,

designated and segregated funds, or any combination thereof pursuant

to the laws or regulations of another jurisdiction, such liability

insurance, designated and segregated funds, or combination thereof

shall be deemed to satisfy this section if:

(1) The amount thereof is equal to or greater than the amount

required pursuant to this section; or

(2) The amount thereof, plus any security maintained pursuant

to subsection (b) or (c) of this section, is equal to or greater

than the amount required pursuant to this section.

(f) Federal or state law, as applicable, shall determine

whether the existence of the security required by subsection (b) or

Oklahoma Statutes - Title 54. Partnership Page 25

(c) of this section or the amount of such security may be revealed

pursuant to the law of civil procedure governing discovery in civil

cases or whether the existence or amount of that security may be

admitted into evidence for consideration by a trier of fact during a

civil proceeding.

(g) If a limited liability partnership or foreign limited

liability partnership fails to comply with this section, the

partners thereof shall be liable jointly for the debts, obligations

and liabilities of the partnership arising from claims specified in

subsection (a) of this section; provided, however, that the

aggregate amount for which the partners are jointly liable shall be

limited to the difference between the amount of security required to

be maintained pursuant to this section and the amount of security

actually maintained by the partnership.

(h) Notwithstanding any other provision of this section, if a

limited liability partnership or foreign limited liability

partnership is in substantial compliance with this section at the

time that a bankruptcy or other insolvency proceeding is commenced

with respect to the partnership, the partnership shall be deemed to

be in compliance with this section during the entire pendency of the

proceeding. A partnership that has been the subject of such a

proceeding and that conducts business after the proceeding has ended

must thereafter comply with this section in order to maintain its

status as a limited liability partnership or foreign limited

liability partnership.
Okla. Stat. tit. 54, § 54-500-704A — OK Code / Title 54 / Section 54-500-704A
Power of estate of deceased partner
Status: in_force

POWER OF ESTATE OF DECEASED PARTNER.

If a partner dies, the deceased partner’s personal

representative or other legal representative may exercise the rights

of a transferee as provided in Section 60 of this act and, for the

purposes of settling the estate, may exercise the rights of a

current limited partner under Section 32 of this act.
Okla. Stat. tit. 54, § 54-500-808A — OK Code / Title 54 / Section 54-500-808A
Liability of general partner and person dissociated
Status: in_force

as general partner when claim against limited partnership barred.

LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL

PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.

If a claim against a dissolved limited partnership is barred

under Section 68 or 69 of this act, any corresponding claim under

Section 38 of this act is also barred.Oklahoma Statutes - Title 54. Partnership Page 9
Okla. Stat. tit. 54, § 54-500-404A — OK Code / Title 54 / Section 54-500-404A
General partner's liability
Status: in_force

GENERAL PARTNER’S LIABILITY.

(a) Except as otherwise provided in subsections (b) and (c) of

this section, all general partners are liable jointly and severally

for all obligations of the limited partnership unless otherwise

agreed by the claimant or provided by law.

(b) A person that becomes a general partner of an existing

limited partnership is not personally liable for an obligation of a

limited partnership incurred before the person became a general

partner.

(c) An obligation of a limited partnership incurred while the

limited partnership is a limited liability limited partnership,

whether arising in contract, tort, or otherwise, is solely the

obligation of the limited partnership. A general partner is not

personally liable, directly or indirectly, by way of contribution or

otherwise, for such an obligation solely by reason of being or

acting as a general partner. This subsection applies despite

anything inconsistent in the partnership agreement that existed

immediately before the consent required to become a limited

liability limited partnership under paragraph (2) of subsection (b)

of Section 40 of this act.
Okla. Stat. tit. 54, § 54-1-903 — OK Code / Title 54 / Section 54-1-903
Filings Required for Conversion - Effective Date
Status: in_force

Filings Required for Conversion; Effective Date.

(a) After a plan of conversion is approved, if

(i) the converted organization is a domestic

converted partnership, or

(ii) the governing statute of the converted

organization does not provide for the filing of a

conversion notice with the Secretary of State, or

(iii) the converted organization is a foreign

organization:

(1) a converting partnership shall deliver to the Secretary of

State for filing a certificate of conversion, which must include:

(i) a statement that the partnership was converted

from, or has been converted to, another

organization, as the case may be;

(ii) the name and form of the converting organization

and the jurisdiction of its governing statute;

(iii) the date the conversion is effective under the

governing statute of the converted organization;

(iv) a statement that the conversion was approved as

required by Section 1-902 of this title, if the

converted organization is not a converted

partnership;

(v) a statement that the conversion was approved as

required by the governing statute of the

converted organization, if the converted

organization is a converted partnership; and

(vi) if the converted organization is a foreign

organization not authorized to transact business

in this state, the street and mailing address of

an office which the Secretary of State may use

for the purposes of subsection (c) of Section 1-

904 of this title.

(2) if the governing statute of the converted organization

requires the filing of an organizational document with the Secretary

of State, the converted organization shall deliver to the Secretary

of State for filing the required organizational document.

(b) A conversion becomes effective upon the future effective

date or time set forth in the certificate of conversion, which shall

Oklahoma Statutes - Title 54. Partnership Page 44

be a date or time certain not later than ninety (90) days after the

filing. If the certificate of conversion does not set forth a

future effective date or time, the conversion becomes effective:

(1) if the converted organization is a domestic organization,

when the certificate of conversion takes effect; and

(2) if the converted organization is a foreign organization, as

provided by the governing act of the converted organization.
Okla. Stat. tit. 54, § 54-500-606A — OK Code / Title 54 / Section 54-500-606A
Power to bind and liability to limited partnership
Status: in_force

before dissolution of partnership of person dissociated as general

partner.

POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE

DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER.

(a) After a person is dissociated as a general partner and

before the limited partnership is dissolved, converted under Article

11 of this act, or merged out of existence under Article 11 of this

act, the limited partnership is bound by an act of the person only

if:

(1) the act would have bound the limited partnership under

Section 36 of this act before the dissociation; and

(2) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner.

(b) If a limited partnership is bound under subsection (a) of

this section, the person dissociated as a general partner which

caused the limited partnership to be bound is liable:

(1) to the limited partnership for any damage caused to the

limited partnership arising from the obligation incurred under

subsection (a) of this section; and

(2) if a general partner or another person dissociated as a

general partner is liable for the obligation, to the general partner

or other person for any damage caused to the general partner or

other person arising from the liability.
Okla. Stat. tit. 54, § 54-500-110A — OK Code / Title 54 / Section 54-500-110A
Effect of partnership agreement - Nonwaivable
Status: in_force

provision.

EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISION.

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

section, the partnership agreement governs relations among the

partners and between the partners and the partnership. To the

extent the partnership agreement does not otherwise provide, the

Uniform Limited Partnership Act of 2010 governs relations among the

partners and between the partners and the partnership.

(b) A partnership agreement may not:

(1) vary a limited partnership’s power under Section 5 of this

act to sue, be sued, and defend in its own name;

(2) vary the law applicable to a limited partnership under

Section 6 of this act;

(3) vary the requirements of Section 22 of this act;

(4) vary the information required under Section 11 of this act

or unreasonably restrict the right to information under Section 32

or 41 of this act, but the partnership agreement may impose

reasonable restrictions on the availability and use of information

obtained under those sections and may define appropriate remedies,

including liquidated damages, for a breach of any reasonable

restriction on use;

(5) eliminate the duty of loyalty under Section 42 of this act,

but the partnership agreement may:

(A) identify specific types or categories of activities

that do not violate the duty of loyalty, if not

manifestly unreasonable; and

(B) specify the number or percentage of partners which may

authorize or ratify, after full disclosure to all

partners of all material facts, a specific act or

transaction that otherwise would violate the duty of

loyalty;

(6) unreasonably reduce the duty of care under subsection (c)

of Section 42 of this act;

(7) eliminate the obligation of good faith and fair dealing

under subsection (b) of Section 33 of this act and subsection (d) of

Section 42 of this act, but the partnership agreement may prescribe

the standards by which the performance of the obligation is to be

measured, if the standards are not manifestly unreasonable;

(8) vary the power of a person to dissociate as a general

partner under subsection (a) of Section 55 of this act except to

require that the notice under paragraph (1) of Section 54 of this

act be in a record;

Oklahoma Statutes - Title 54. Partnership Page 86

(9) vary the power of a court to decree dissolution in the

circumstances specified in Section 64 of this act;

(10) vary the requirement to wind up the partnership’s business

as specified in Section 65 of this act;

(11) unreasonably restrict the right to maintain an action

under Article 10 of this act;

(12) restrict the right of a partner under subsection (a) of

Section 97 of this act or the right of a general partner under

subsection (b) of Section 97 of this act; or

(13) restrict rights under the Uniform Limited Partnership Act

of 2010 of a person other than a partner or a transferee.
Okla. Stat. tit. 54, § 54-500-811A — OK Code / Title 54 / Section 54-500-811A
Appeal from denial of reinstatement
Status: in_force

APPEAL FROM DENIAL OF REINSTATEMENT.

(a) Within thirty (30) days after denial of its application for

reinstatement, the limited partnership may appeal from the denial of

reinstatement by petitioning the district court to restore its good

standing. The petition must be served on the Secretary of State and

contain a copy of the limited partnership’s application for

reinstatement.

(b) The court may summarily order the Secretary of State to

restore the good standing of the limited partnership or may take

other action the court considers appropriate.
Okla. Stat. tit. 54, § 54-500-905A — OK Code / Title 54 / Section 54-500-905A
Noncomplying name of foreign limited partnership
Status: in_force

NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP.

(a) A foreign limited partnership whose name does not comply

with Section 8 of this act may not obtain a certificate of authority

until it adopts, for the purpose of transacting business in this

state, a fictitious name that complies with Section 8 of this act.

Oklahoma Statutes - Title 54. Partnership Page 137

After obtaining a certificate of authority with a fictitious name, a

foreign limited partnership shall transact business in this state

under that name.

(b) If a foreign limited partnership authorized to transact

business in this state changes its name to one that does not comply

with Section 8 of this act, it may not thereafter transact business

in this state until it complies with subsection (a) of this section

and obtains an amended certificate of authority.
Okla. Stat. tit. 54, § 54-500-107A — OK Code / Title 54 / Section 54-500-107A
Supplemental principles of law - Rate of interest
Status: in_force

SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST.

(a) Unless displaced by particular provisions of the Uniform

Limited Partnership Act of 2010, the principles of law and equity

supplement the Uniform Limited Partnership Act of 2010.

(b) If an obligation to pay interest arises under the Uniform

Limited Partnership Act of 2010 and the rate is not specified, the

rate is that specified in Section 727.1 of Title 12 of the Oklahoma

Statutes.
Okla. Stat. tit. 54, § 54-1-306 — OK Code / Title 54 / Section 54-1-306
Partner's liability
Status: in_force

Partner's liability. (a) Except as otherwise provided in

subsections (b) and (c) of this section, all partners are liable

Oklahoma Statutes - Title 54. Partnership Page 21

jointly and severally for all obligations of the partnership unless

otherwise agreed by the claimant or provided by law.

(b) A person admitted as a partner into an existing partnership

is not personally liable for any partnership obligation incurred

before the person's admission as a partner.

(c) An obligation of a partnership incurred while the

partnership is a limited liability partnership, whether arising in

contract, tort, or otherwise, is solely the obligation of the

partnership. A partner is not personally liable, directly or

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

obligation solely by reason of being or so acting as a partner.

This subsection applies notwithstanding anything inconsistent in the

partnership agreement that existed immediately before the vote

required to become a limited liability partnership under subsection

(b) of Section 55 of this act.
Okla. Stat. tit. 54, § 54-500-111A — OK Code / Title 54 / Section 54-500-111A
Required information
Status: in_force

REQUIRED INFORMATION.

A limited partnership shall maintain at its designated office

the following information:

(1) a current list showing the full name and last-known street

and mailing address of each partner, separately identifying the

general partners, in alphabetical order, and the limited partners,

in alphabetical order;

(2) a copy of the initial certificate of limited partnership

and all amendments to and restatements of the certificate, together

with signed copies of any powers of attorney under which any

certificate, amendment, or restatement has been signed;

(3) a copy of any filed articles of conversion or merger;

(4) a copy of the limited partnership’s federal, state, and

local income tax returns and reports, if any, for the three (3) most

recent years;

(5) a copy of any partnership agreement made in a record and

any amendment made in a record to any partnership agreement;

(6) a copy of any financial statement of the limited

partnership for the three (3) most recent years;

(7) a copy of the three most recent annual certificates

delivered by the limited partnership to the Secretary of State

pursuant to Section 28 of this act;

(8) a copy of any record made by the limited partnership during

the past three (3) years of any consent given by or vote taken of

any partner pursuant to the Uniform Limited Partnership Act of 2010

or the partnership agreement; and

Oklahoma Statutes - Title 54. Partnership Page 87

(9) unless contained in a partnership agreement made in a

record, a record stating:

(A) the amount of cash, and a description and statement of

the agreed value of the other benefits, contributed

and agreed to be contributed by each partner;

(B) the times at which, or events on the happening of

which, any additional contributions agreed to be made

by each partner are to be made;

(C) for any person that is both a general partner and a

limited partner, a specification of what transferable

interest the person owns in each capacity; and

(D) any events upon the happening of which the limited

partnership is to be dissolved and its activities

wound up.
Okla. Stat. tit. 54, § 54-500-209A — OK Code / Title 54 / Section 54-500-209A
Certificate of good standing
Status: in_force

CERTIFICATE OF GOOD STANDING.

(a) If the conditions set forth in this subsection are met,

upon request and payment of the requisite fee, the Secretary of

State shall issue a certificate of good standing for a limited

partnership stating the limited partnership’s name and the date of

its formation in this state and affirming that the limited

partnership is in good standing. A certificate of good standing

shall issue only if:

(1) all fees, taxes, and penalties due to the Secretary of

State under the Uniform Limited Partnership Act of 2010 or other law

have been paid;

(2) the limited partnership’s most recent annual certificate

required by Section 28 of this act has been filed by the Secretary

of State;

(3) the limited partnership’s certificate of limited

partnership has not been amended to state that the limited

partnership is dissolved; and

(4) a statement of cessation has not been filed by the

Secretary of State.

(b) If the conditions set forth in this subsection are met,

upon request and payment of the requisite fee, the Secretary of

State shall issue a certificate of good standing for a foreign

limited partnership stating the foreign limited partnership’s name,

or any fictitious name adopted under subsection (a) of Section 79 of

this act for use in this state, and the date of its qualification in

this state and affirming that the foreign limited partnership is in

good standing and authorized to transact business in this state. A

certificate of good standing shall issue only if:

(1) all fees, taxes, and penalties due to the Secretary of

State under the Uniform Limited Partnership Act of 2010 or other law

have been paid;

(2) the foreign limited partnership’s most recent annual

certificate required by Section 28 of this act has been filed by the

Secretary of State; and

(3) the Secretary of State has not revoked its certificate of

authority.

(c) A certificate of good standing issued by the Secretary of

State may be relied upon as conclusive evidence that the limited

Oklahoma Statutes - Title 54. Partnership Page 99

partnership or foreign limited partnership is in existence or is

authorized to transact business in this state.
Okla. Stat. tit. 54, § 54-1-702 — OK Code / Title 54 / Section 54-1-702
Dissociated Partner's Power to Bind and Liability to
Status: in_force

Partnership.

Dissociated Partner's Power to Bind and Liability to

Partnership. (a) For two (2) years after a partner dissociates

without resulting in a dissolution and winding up of the partnership

business, the partnership, including a surviving partnership under

Article 9 of this act, is bound by an act of the dissociated partner

which would have bound the partnership under Section 13 of this act

before dissociation only if at the time of entering into the

transaction the other party:

(1) reasonably believed that the dissociated partner was then a

partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under subsection (e) of

Section 15 of this act or notice under subsection (c) of Section 38

of this act.

(b) A dissociated partner is liable to the partnership for any

damage caused to the partnership arising from an obligation incurred

by the dissociated partner after dissociation for which the

partnership is liable under subsection (a) of this section.
Okla. Stat. tit. 54, § 54-500-115A — OK Code / Title 54 / Section 54-500-115A
Change of designated office or agent for service of
Status: in_force

process.

CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.

(a) In order to change its designated office, agent for service

of process, or the address of its agent for service of process, a

limited partnership or a foreign limited partnership may deliver to

the Secretary of State for filing a statement of change containing:

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

partnership;

(2) the street and mailing address of its current designated

office;

Oklahoma Statutes - Title 54. Partnership Page 89

(3) if the current designated office is to be changed, the

street and mailing address of the new designated office;

(4) the name and street and mailing address of its current

agent for service of process; and

(5) if the current agent for service of process or an address

of the agent is to be changed, the new information.

(b) Subject to subsection (c) of Section 24 of this act, a

statement of change is effective when filed by the Secretary of

State.
Okla. Stat. tit. 54, § 54-1-406 — OK Code / Title 54 / Section 54-1-406
Continuation of Partnership beyond Definite Term or
Status: in_force

Particular Undertaking.

Continuation of Partnership beyond Definite Term or Particular

Undertaking. (a) If a partnership for a definite term or

particular undertaking is continued, without an express agreement,

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

the rights and duties of the partners remain the same as they were

at the expiration or completion, so far as is consistent with a

partnership at will.

(b) If the partners, or those of them who habitually acted in

the business during the term or undertaking, continue the business

without any settlement or liquidation of the partnership, they are

presumed to have agreed that the partnership will continue.
Okla. Stat. tit. 54, § 54-500-305A — OK Code / Title 54 / Section 54-500-305A
Limited duties of limited partners
Status: in_force

LIMITED DUTIES OF LIMITED PARTNERS.

(a) A limited partner does not have any fiduciary duty to the

limited partnership or to any other partner solely by reason of

being a limited partner.

(b) A limited partner shall discharge the duties to the

partnership and the other partners under the Uniform Limited

Partnership Act of 2010 or under the partnership agreement and

exercise any rights consistently with the obligation of good faith

and fair dealing.

(c) A limited partner does not violate a duty or obligation

under the Uniform Limited Partnership Act of 2010 or under the

partnership agreement merely because the limited partner’s conduct

furthers the limited partner’s own interest.
Okla. Stat. tit. 54, § 54-500-104A — OK Code / Title 54 / Section 54-500-104A
Nature, purpose, and duration of entity
Status: in_force

NATURE, PURPOSE, AND DURATION OF ENTITY.

(a) A limited partnership is an entity distinct from its

partners. A limited partnership is the same entity regardless of

whether its certificate states that the limited partnership is a

limited liability limited partnership.

(b) A limited partnership may be organized under the Uniform

Limited Partnership Act of 2010 for any lawful purpose.

(c) A limited partnership has a perpetual duration unless

otherwise specified in its certificate of limited partnership.
Okla. Stat. tit. 54, § 54-1-807 — OK Code / Title 54 / Section 54-1-807
Settlement of Accounts and Contributions Among Partners
Status: in_force

Settlement of Accounts and Contributions Among Partners. (a)

In winding up a partnership's business, the assets of the

partnership, including the contributions of the partners required by

this section, must be applied to discharge its obligations to

creditors, including, to the extent permitted by law, partners who

are creditors. Any surplus must be applied to pay in cash the net

amount distributable to partners in accordance with their right to

distributions under subsection (b) of this section.

(b) Each partner is entitled to a settlement of all partnership

accounts upon winding up the partnership business. In settling

accounts among the partners, the profits and losses that result from

the liquidation of the partnership assets must be credited and

charged to the partners' accounts. The partnership shall make a

distribution to a partner in an amount equal to any excess of the

credits over the charges in the partner's account. A partner shall

contribute to the partnership an amount equal to any excess of the

charges over the credits in the partner's account but excluding from

the calculation charges attributable to an obligation for which the

partner is not personally liable under Section 18 of this act.

(c) If a partner fails to contribute the full amount required

under subsection (b) of this section, all of the other partners

shall contribute, in the proportions in which those partners share

partnership losses, the additional amount necessary to satisfy the

partnership obligations for which they are personally liable under

Section 18 of this act. A partner or partner's legal representative

may recover from the other partners any contributions the partner

makes to the extent the amount contributed exceeds that partner's

share of the partnership obligations for which the partner is

personally liable under Section 18 of this act.

(d) After the settlement of accounts, each partner shall

contribute, in the proportion in which the partner shares

partnership losses, the amount necessary to satisfy partnership

obligations that were not known at the time of the settlement and

for which the partner is personally liable under Section 18 of this

act.

(e) The estate of a deceased partner is liable for the

partner's obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership

or a partner, or a person appointed by a court to represent

creditors of a partnership or a partner, may enforce a partner's

obligation to contribute to the partnership.
Okla. Stat. tit. 54, § 54-500-1112A — OK Code / Title 54 / Section 54-500-1112A
Power of general partners and persons dissociated as
Status: in_force

general partners to bind organization after conversion or merger.

POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL

PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.

(a) An act of a person that immediately before a conversion or

merger became effective was a general partner in a converting or

constituent limited partnership binds the converted or surviving

organization after the conversion or merger becomes effective, if:

(1) before the conversion or merger became effective, the act

would have bound the converting or constituent limited partnership

under Section 36 of this act; and

(2) at the time the third party enters into the transaction,

the third party:

(A) does not have notice of the conversion or merger; and

(B) reasonably believes that the converted or surviving

business is the converting or constituent limited

partnership and that the person is a general partner

in the converting or constituent limited partnership.

(b) An act of a person that before a conversion or merger

became effective was dissociated as a general partner from a

converting or constituent limited partnership binds the converted or

surviving organization after the conversion or merger becomes

effective, if:

(1) before the conversion or merger became effective, the act

would have bound the converting or constituent limited partnership

Oklahoma Statutes - Title 54. Partnership Page 152

under Section 36 of this act if the person had been a general

partner; and

(2) at the time the third party enters into the transaction,

less than two (2) years have passed since the person dissociated as

a general partner and the third party:

(A) does not have notice of the dissociation;

(B) does not have notice of the conversion or merger; and

(C) reasonably believes that the converted or surviving

organization is the converting or constituent limited

partnership and that the person is a general partner

in the converting or constituent limited partnership.

(c) If a person having knowledge of the conversion or merger

causes a converted or surviving organization to incur an obligation

under subsection (a) or (b) of this section, the person is liable:

(1) to the converted or surviving organization for any damage

caused to the organization arising from the obligation; and

(2) if another person is liable for the obligation, to that

other person for any damage caused to that other person arising from

the liability.Oklahoma Statutes - Title 54. Partnership Page 10
Okla. Stat. tit. 54, § 54-500-1105A — OK Code / Title 54 / Section 54-500-1105A
Effect of conversion
Status: in_force

EFFECT OF CONVERSION.

(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 by or against the

converting organization may be continued as if the conversion had

not occurred;

Oklahoma Statutes - Title 54. Partnership Page 145

(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;

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

dissolve a converting limited partnership for the purposes of

Article 8 of this act; and

(7) the conversion does not authorize a converted organization

that is a foreign organization to transact business in this state.

(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 limited partnership, if before

the conversion the converting limited 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. 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, § 54-83 — OK Code / Title 54 / Section 54-83
Execution of certificate - Acknowledgment - Effect of
Status: in_force

noncompliance - Compliance at any time.

The certificate required by Section 81 of this title shall be

signed by at least two of the partners. Persons doing business as

partners, under a fictitious name, contrary to the provisions of

this article, shall not maintain any action on or on account of any

contracts made or transactions had in their partnership name in any

court of this state until they have first filed the certificate;

provided however, that if the partners shall at any time comply with

the provisions of Sections 81 through 86 of this title, the

partnership shall have the right to maintain an action in all

partnership contracts and transactions entered into prior to as well

as after compliance, and the disabilities imposed on partnerships

for failure to comply shall be thereby removed.

R.L. 1910, § 4471. Amended by Laws 1982, c. 82, § 2; Laws 1997, c.

399, § 66, eff. Nov. 1, 1997; Laws 1999, c. 421, § 31, eff. Nov. 1,

1999.Oklahoma Statutes - Title 54. Partnership Page 3

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Okla. Stat. tit. 54, § 54-500-503A — OK Code / Title 54 / Section 54-500-503A
Sharing of distributions
Status: in_force

SHARING OF DISTRIBUTIONS.

A distribution by a limited partnership must be shared among the

partners on the basis of the value, as stated in the required

Oklahoma Statutes - Title 54. Partnership Page 111

records when the limited partnership decides to make the

distribution, of the contributions the limited partnership has

received from each partner.
Okla. Stat. tit. 54, § 54-500-208A — OK Code / Title 54 / Section 54-500-208A
Liability for false information in filed record
Status: in_force

LIABILITY FOR FALSE INFORMATION IN FILED RECORD.

(a) If a record delivered to the Secretary of State for filing

under the Uniform Limited Partnership Act of 2010 and filed by the

Secretary of State contains false information, a person that suffers

loss by reliance on the information may recover damages for the loss

from:

(1) a person that signed the record, or caused another to sign

it on the person’s behalf, and knew the information to be false at

the time the record was signed; and

(2) a general partner that has notice that the information was

false when the record was filed or has become false because of

changed circumstances, if the general partner has notice for a

reasonably sufficient time before the information is relied upon to

enable the general partner to effect an amendment under Section 20

of this act, file a petition pursuant to Section 23 of this act, or

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.

(b) Signing a record authorized or required to be filed under

the Uniform Limited Partnership Act of 2010 constitutes an

affirmation under the penalties of perjury that the facts stated in

the record are true.
Okla. Stat. tit. 54, § 54-500-605A — OK Code / Title 54 / Section 54-500-605A
Effect of dissociation as general partner
Status: in_force

EFFECT OF DISSOCIATION AS GENERAL PARTNER.

(a) Upon a person’s dissociation as a general partner:

(1) the person’s right to participate as a general partner in

the management and conduct of the partnership’s activities

terminates;

(2) the person’s duty of loyalty as a general partner under

paragraph (3) of subsection (b) of Section 42 of this act

terminates;

(3) the person’s duty of loyalty as a general partner under

paragraphs (1) and (2) of subsection (b) of Section 42 of this act

and duty of care under subsection (c) of Section 42 of this act

continue only with regard to matters arising and events occurring

before the person’s dissociation as a general partner;

(4) the person may sign and deliver to the Secretary of State

for filing a statement of dissociation pertaining to the person and,

at the request of the limited partnership, shall sign an amendment

to the certificate of limited partnership which states that the

person has dissociated; and

(5) subject to Section 62 of this act and Article 11 of this

act, any transferable interest owned by the person immediately

Oklahoma Statutes - Title 54. Partnership Page 120

before dissociation in the person’s capacity as a general partner is

owned by the person as a mere transferee.

(b) A person’s dissociation as a general partner does not of

itself discharge the person from any obligation to the limited

partnership or the other partners which the person incurred while a

general partner.
Okla. Stat. tit. 54, § 54-500-601A — OK Code / Title 54 / Section 54-500-601A
Dissociation as limited partner
Status: in_force

DISSOCIATION AS LIMITED PARTNER.

(a) A person does not have a right to dissociate as a limited

partner before the cessation of the limited partnership.

(b) A person is dissociated from a limited partnership as a

limited partner upon the occurrence of any of the following events:

(1) the limited partnership’s having notice of the person’s

express will to withdraw as a limited partner or on a later date

specified by the person;

(2) an event agreed to in the partnership agreement as causing

the person’s dissociation as a limited partner;

(3) the person’s expulsion as a limited partner pursuant to the

partnership agreement;

(4) the person’s expulsion as a limited partner by the

unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership’s

activities with the person as a limited partner;

(B) there has been a transfer of all of the person’s

transferable interest in the limited partnership,

other than a transfer for security purposes, or a

court order charging the person’s interest, which has

not been foreclosed;

(C) the person is a corporation and, within ninety (90)

days after the limited partnership notifies the person

that it will be expelled as a limited partner because

Oklahoma Statutes - Title 54. Partnership Page 115

it has filed a certificate of dissolution or the

equivalent, its charter has been revoked, or its right

to conduct business has been suspended by the

jurisdiction of its incorporation, there is no

revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct

business; or

(D) the person is a limited liability company or

partnership that has been dissolved and whose business

is being wound up;

(5) on application by the limited partnership, the person’s

expulsion as a limited partner by judicial order because:

(A) the person engaged in wrongful conduct that adversely

and materially affected the limited partnership’s

activities;

(B) the person willfully or persistently committed a

material breach of the partnership agreement or of the

obligation of good faith and fair dealing under

subsection (b) of Section 33 of this act; or

(C) the person engaged in conduct relating to the limited

partnership’s activities which makes it not reasonably

practicable to carry on the activities with the person

as limited partner;

(6) in the case of a person who is an individual, the person’s

death;

(7) in the case of a person that is a trust or is acting as a

limited partner by virtue of being a trustee of a trust,

distribution of the trust’s entire transferable interest in the

limited partnership, but not merely by reason of the substitution of

a successor trustee;

(8) in the case of a person that is an estate or is acting as a

limited partner by virtue of being a personal representative of an

estate, distribution of the estate’s entire transferable interest in

the limited partnership, but not merely by reason of the

substitution of a successor personal representative;

(9) termination of a limited partner that is not an individual,

partnership, limited liability company, corporation, trust, or

estate;

(10) the limited partnership’s participation in a conversion or

merger under Article 11 of this act, if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result

of the conversion or merger, the person ceases to be a

limited partner.
Okla. Stat. tit. 54, § 54-500-112A — OK Code / Title 54 / Section 54-500-112A
Business transactions of partner with partnership
Status: in_force

BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP.

A partner may lend money to and transact other business with the

limited partnership and has the same rights and obligations with

respect to the loan or other transaction as a person that is not a

partner.
Okla. Stat. tit. 54, § 54-1-102 — OK Code / Title 54 / Section 54-1-102
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; or

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

the person at the time in question.

(c) A person notifies or gives a notification to another by

taking steps reasonably required to inform the other person in

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

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

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

Oklahoma Statutes - Title 54. Partnership Page 12

(2) is duly delivered at the person's place of business or at

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

communications.

(e) Except as otherwise provided in subsection (f) 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 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. The person

exercises reasonable diligence if it maintains reasonable routines

for communicating significant information to the individual

conducting the transaction 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.

(f) A partner's knowledge, notice, or receipt of a notification

of a fact relating to the partnership is effective immediately as

knowledge of, notice to, or receipt of a notification by the

partnership, except in the case of a fraud on the partnership

committed by or with the consent of that partner.
Okla. Stat. tit. 54, § 54-500-604A — OK Code / Title 54 / Section 54-500-604A
Person's power to dissociate as general partner -
Status: in_force

Wrongful dissociation.

PERSON’S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL

DISSOCIATION.

(a) A person has the power to dissociate as a general partner

at any time, rightfully or wrongfully, by express will pursuant to

paragraph (1) of Section 54 of this act.

(b) A person’s dissociation as a general partner is wrongful

only if:

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

agreement; or

(2) it occurs before the cessation of the limited partnership,

and:

Oklahoma Statutes - Title 54. Partnership Page 119

(A) the person withdraws as a general partner by express

will;

(B) the person is expelled as a general partner by

judicial determination under paragraph (5) of Section

54 of this act;

(C) the person is dissociated as a general partner by

becoming a debtor in bankruptcy; or

(D) in the case of a person that is not an individual,

trust other than a business trust, or estate, the

person is expelled or otherwise dissociated as a

general partner because it willfully dissolved or

terminated.

(c) A person that wrongfully dissociates as a general partner

is liable to the limited partnership and, subject to Section 83 of

this act, to the other partners for damages caused by the

dissociation. The liability is in addition to any other obligation

of the general partner to the limited partnership or to the other

partners.
Okla. Stat. tit. 54, § 54-500-118A — OK Code / Title 54 / Section 54-500-118A
Consent and proxies of partners
Status: in_force

CONSENT AND PROXIES OF PARTNERS.

Action requiring the consent of partners under the Uniform

Limited Partnership Act of 2010 may be taken without a meeting, and

a partner may appoint a proxy to consent or otherwise act for the

partner by signing an appointment record, either personally or by

the partner’s attorney in fact.
Okla. Stat. tit. 54, § 54-1-100 — OK Code / Title 54 / Section 54-1-100
Short title
Status: in_force

Sections 1 through 64 of this act shall be known and may be

cited as the "Oklahoma Revised Uniform Partnership Act".
Okla. Stat. tit. 54, § 54-500-812A — OK Code / Title 54 / Section 54-500-812A
Disposition of assets - When contributions required
Status: in_force

DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.

(a) In winding up a limited partnership’s activities, the

assets of the limited partnership, including the contributions

required by this section, must be applied to satisfy the limited

partnership’s obligations to creditors, including, to the extent

permitted by law, partners that are creditors.

Oklahoma Statutes - Title 54. Partnership Page 133

(b) Any surplus remaining after the limited partnership

complies with subsection (a) of this section must be paid in cash as

a distribution.

(c) If a limited partnership’s assets are insufficient to

satisfy all of its obligations under subsection (a) of this section,

with respect to each unsatisfied obligation incurred when the

limited partnership was not a limited liability limited partnership,

the following rules apply:

(1) Each person that was a general partner when the obligation

was incurred and that has not been released from the obligation

under Section 58 of this act shall contribute to the limited

partnership for the purpose of enabling the limited partnership to

satisfy the obligation. The contribution due from each of those

persons is in proportion to the right to receive distributions in

the capacity of general partner in effect for each of those persons

when the obligation was incurred.

(2) If a person does not contribute the full amount required

under paragraph (1) of this subsection with respect to an

unsatisfied obligation of the limited partnership, the other persons

required to contribute by paragraph (1) of this subsection on

account of the obligation shall contribute the additional amount

necessary to discharge the obligation. The additional contribution

due from each of those other persons is in proportion to the right

to receive distributions in the capacity of general partner in

effect for each of those other persons when the obligation was

incurred.

(3) If a person does not make the additional contribution

required by paragraph (2) of this subsection, further additional

contributions are determined and due in the same manner as provided

in that paragraph.

(d) A person that makes an additional contribution under

paragraph (2) or (3) of subsection (c) of this section may recover

from any person whose failure to contribute under paragraph (1) or

(2) of subsection (c) of this section necessitated the additional

contribution. A person may not recover under this subsection more

than the amount additionally contributed. A person’s liability

under this subsection may not exceed the amount the person failed to

contribute.

(e) The estate of a deceased individual is liable for the

person’s obligations under this section.

(f) An assignee for the benefit of creditors of a limited

partnership or a partner, or a person appointed by a court to

represent creditors of a limited partnership or a partner, may

enforce a person’s obligation to contribute under subsection (c) of

this section.
Okla. Stat. tit. 54, § 54-500-602A — OK Code / Title 54 / Section 54-500-602A
Effect of dissociation as limited partner
Status: in_force

EFFECT OF DISSOCIATION AS LIMITED PARTNER.

(a) Upon a person’s dissociation as a limited partner:

(1) subject to Section 62 of this act, the person does not have

further rights as a limited partner;

(2) the person’s obligation of good faith and fair dealing as a

limited partner under subsection (b) of Section 33 of this act

continues only as to matters arising and events occurring before the

dissociation; and

(3) subject to Section 62 of this act and Article 11 of this

act, any transferable interest owned by the person in the person’s

capacity as a limited partner immediately before dissociation is

owned by the person as a mere transferee.

(b) A person’s dissociation as a limited partner does not of

itself discharge the person from any obligation to the limited

partnership or the other partners which the person incurred while a

limited partner.
Okla. Stat. tit. 54, § 54-1-908 — OK Code / Title 54 / Section 54-1-908
Nonexclusive
Status: in_force

Nonexclusive. This article is not exclusive. Partnerships or

limited partnerships may be converted or merged in any other manner

provided by law.
Okla. Stat. tit. 54, § 54-500-407A — OK Code / Title 54 / Section 54-500-407A
Right of general partner and former general partner
Status: in_force

to information.

RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO

INFORMATION.

(a) A general partner, without having any particular purpose

for seeking the information, may inspect and copy during regular

business hours:

(1) in the limited partnership’s designated office, required

information; and

(2) at a reasonable location specified by the limited

partnership, any other records maintained by the limited partnership

regarding the limited partnership’s activities and financial

condition.

Oklahoma Statutes - Title 54. Partnership Page 108

(b) Each general partner and the limited partnership shall

furnish to a general partner:

(1) without demand, any information concerning the limited

partnership’s activities and activities reasonably required for the

proper exercise of the general partner’s rights and duties under the

partnership agreement or the Uniform Limited Partnership Act of

2010; and

(2) on demand, any other information concerning the limited

partnership’s activities, except to the extent the demand or the

information demanded is unreasonable or otherwise improper under the

circumstances.

(c) Subject to subsection (e) of this section, on ten (10)

days’ demand made in a record received by the limited partnership, a

person dissociated as a general partner may have access to the

information and records described in subsection (a) of this section

at the location specified in subsection (a) of this section if:

(1) the information or record pertains to the period during

which the person was a general partner;

(2) the person seeks the information or record in good faith;

and

(3) the person satisfies the requirements imposed on a limited

partner by subsection (b) of Section 32 of this act.

(d) The limited partnership shall respond to a demand made

pursuant to subsection (c) of this section in the same manner as

provided in subsection (c) of Section 32 of this act.

(e) If a general partner dies, Section 62 of this act applies.

(f) The limited partnership may impose reasonable restrictions

on the use of information under this section. In any dispute

concerning the reasonableness of a restriction under this

subsection, the limited partnership has the burden of proving

reasonableness.

(g) A limited partnership may charge a person dissociated as a

general partner that makes a demand under this section reasonable

costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general

partner may exercise the rights under this section through an

attorney or other agent. Any restriction imposed under subsection

(f) of this section or by the partnership agreement applies both to

the attorney or other agent and to the general partner or person

dissociated as a general partner.

(i) The rights under this section do not extend to a person as

transferee, but the rights under subsection (c) of this section of a

person dissociated as a general partner may be exercised by the

legal representative of an individual who dissociated as a general

partner under subparagraph (B) or (C) of paragraph (7) of Section 54

of this act.
Okla. Stat. tit. 54, § 54-500-1110A — OK Code / Title 54 / Section 54-500-1110A
Restrictions on approval of conversions and mergers
Status: in_force

and on relinquishing LLP Status.

RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON

RELINQUISHING LLLP STATUS.

(a) If a partner of a converting or constituent limited

partnership will have personal liability with respect to a converted

or surviving organization, approval and amendment of a plan of

conversion or merger are ineffective without the consent of the

partner, unless:

(1) the limited partnership’s partnership agreement provides

for the approval of the conversion or merger with the consent of

fewer than all the partners; and

(2) the partner has consented to the provision of the

partnership agreement.

(b) An amendment to a certificate of limited partnership which

deletes a statement that the limited partnership is a limited

liability limited partnership is ineffective without the consent of

each general partner unless:

(1) the limited partnership’s partnership agreement provides

for the amendment with the consent of less than all the general

partners; and

(2) each general partner that does not consent to the amendment

has consented to the provision of the partnership agreement.

(c) A partner does not give the consent required by subsection

(a) or (b) of this section merely by consenting to a provision of

the partnership agreement which permits the partnership agreement to

be amended with the consent of fewer than all the partners.
Okla. Stat. tit. 54, § 54-500-509A — OK Code / Title 54 / Section 54-500-509A
Liability for improper distributions
Status: in_force

LIABILITY FOR IMPROPER DISTRIBUTIONS.

(a) A general partner that consents to a distribution made in

violation of Section 50 of this act is personally liable to the

limited partnership for the amount of the distribution which exceeds

the amount that could have been distributed without the violation if

it is established that in consenting to the distribution the general

partner failed to comply with Section 42 of this act.

(b) A partner or transferee that received a distribution

knowing that the distribution to that partner or transferee was made

in violation of Section 50 of this act is personally liable to the

Oklahoma Statutes - Title 54. Partnership Page 114

limited partnership but only to the extent that the distribution

received by the partner or transferee exceeded the amount that could

have been properly paid under Section 50 of this act.

(c) A general partner against which an action is commenced

under subsection (a) of this section may:

(1) implead in the action any other person that is liable under

subsection (a) of this section and compel contribution from the

person; and

(2) implead in the action any person that received a

distribution in violation of subsection (b) of this section and

compel contribution from the person in the amount the person

received in violation of subsection (b) of this section.

(d) An action under this section is barred if it is not

commenced within two (2) years after the distribution.
Okla. Stat. tit. 54, § 54-500-1107A — OK Code / Title 54 / Section 54-500-1107A
Action on plan of merger by constituent limited
Status: in_force

partnership.

ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP.

(a) Subject to Section 97 of this act and unless a limited

partnership’s partnership agreement otherwise provides, a plan of

merger must be consented to by all the partners of a constituent

limited partnership.

(b) Subject to Section 97 of this act and unless a limited

partnership’s partnership agreement otherwise provides, any

contractual rights, after a merger is approved, and at any time

before a filing is made under Section 95 of this act, a constituent

limited partnership may amend the plan or abandon the planned

merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with the same consent as

was required to approve the plan.
Okla. Stat. tit. 54, § 54-500-1203A — OK Code / Title 54 / Section 54-500-1203A
Application to existing relationships
Status: in_force

APPLICATION TO EXISTING RELATIONSHIPS.

(a) Before July 1, 2011, the Uniform Limited Partnership Act of

2010 governs only:

(1) a limited partnership formed on or after January 1, 2011;

and

(2) except as otherwise provided in subsections (c) and (d) of

this section, a limited partnership formed before January 1, 2011,

which elects, in the manner provided in its partnership agreement or

by law for amending the partnership agreement, to be subject to the

Uniform Limited Partnership Act of 2010.

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

section, on and after July 1, 2011, the Uniform Limited Partnership

Act of 2010 governs all limited partnerships.

(c) With respect to a limited partnership formed before January

1, 2011, the following rules apply except as the partners otherwise

elect in the manner provided in the partnership agreement or by law

for amending the partnership agreement:

(1) Subsection (c) of Section 4 of this act does not apply and

the limited partnership has whatever duration it had under the law

applicable immediately before January 1, 2011.

Oklahoma Statutes - Title 54. Partnership Page 154

(2) The limited partnership is not required to amend its

certificate of limited partnership to comply with paragraph (4) of

subsection (a) of Section 19 of this act.

(3) Sections 52 and 53 of this act do not apply and a limited

partner has the same right and power to dissociate from the limited

partnership, with the same consequences, as existed immediately

before January 1, 2011.

(4) Paragraph (4) of Section 54 of this act does not apply.

(5) Paragraph (5) of Section 54 of this act does not apply and

a court has the same power to expel a general partner as the court

had immediately before January 1, 2011.

(6) Paragraph (3) of Section 63 of this act does not apply and

the connection between a person’s dissociation as a general partner

and the dissolution of the limited partnership is the same as

existed immediately before January 1, 2011.

(d) With respect to a limited partnership that elects pursuant

to paragraph (2) of subsection (a) of this section to be subject to

the Uniform Limited Partnership Act of 2010, after the election

takes effect the provisions of the Uniform Limited Partnership Act

of 2010 relating to the liability of the limited partnership’s

general partners to third parties apply:

(1) before July 1, 2011, to:

(A) a third party that had not done business with the

limited partnership in the year before the election

took effect; and

(B) a third party that had done business with the limited

partnership in the year before the election took

effect only if the third party knows or has received a

notification of the election; and

(2) on and after July 1, 2011, to all third parties, but those

provisions remain inapplicable to any obligation incurred while

those provisions were inapplicable under subparagraph (B) of

paragraph (1) of this subsection.
Okla. Stat. tit. 54, § 54-1-106 — OK Code / Title 54 / Section 54-1-106
Governing Law
Status: in_force

Governing Law. (a) Except as otherwise provided in subsection

(b) of this section, the law of the jurisdiction in which a

partnership has its chief executive office governs relations among

the partners and between the partners and the partnership.

(b) The law of this state governs relations among the partners

and between the partners and the partnership and the liability of

partners for an obligation of a limited liability partnership.
Okla. Stat. tit. 54, § 54-1-308 — OK Code / Title 54 / Section 54-1-308
Liability of Purported Partner
Status: in_force

Liability of Purported Partner. (a) If a person, by words or

conduct, purports to be a partner, or consents to being represented

by another as a partner, in a partnership or with one or more

persons not partners, the purported partner is liable to a person to

whom the representation is made, if that person, relying on the

representation, enters into a transaction with the actual or

purported partnership. If the representation, either by the

purported partner or by a person with the purported partner's

consent, is made in a public manner, the purported partner is liable

to a person who relies upon the purported partnership even if the

purported partner is not aware of being held out as a partner to the

claimant. If partnership liability results, the purported partner

is liable with respect to that liability as if the purported partner

were a partner. If no partnership liability results, the purported

partner is liable with respect to that liability jointly and

severally with any other person consenting to the representation.

(b) If a person is thus represented to be a partner in an

existing partnership, or with one or more persons not partners, the

purported partner is an agent of persons consenting to the

representation to bind them to the same extent and in the same

manner as if the purported partner were a partner, with respect to

persons who enter into transactions in reliance upon the

representation. If all of the partners of the existing partnership

consent to the representation, a partnership act or obligation

results. If fewer than all of the partners of the existing

partnership consent to the representation, the person acting and the

partners consenting to the representation are jointly and severally

liable.

(c) A person is not liable as a partner merely because the

person is named by another in a statement of partnership authority.

(d) A person does not continue to be liable as a partner merely

because of a failure to file a statement of dissociation or to amend

a statement of partnership authority to indicate the partner's

dissociation from the partnership.

(e) Except as otherwise provided in subsections (a) and (b) of

this section, persons who are not partners as to each other are not

liable as partners to other persons.
Okla. Stat. tit. 54, § 54-500-805A — OK Code / Title 54 / Section 54-500-805A
Liability after dissolution of general partner and
Status: in_force

person dissociated as general partner to limited partnership - Other

general partners - Persons dissociated as general partner.

LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON

DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL

PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER.

(a) If a general partner having knowledge of the dissolution

causes a limited partnership to incur an obligation under subsection

(a) of Section 66 of this act by an act that is not appropriate for

winding up the partnership’s activities, the general partner is

liable:

(1) to the limited partnership for any damage caused to the

limited partnership arising from the obligation; and

(2) if another general partner or a person dissociated as a

general partner is liable for the obligation, to that other general

partner or person for any damage caused to that other general

partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a

limited partnership to incur an obligation under subsection (b) of

Section 66 of this act, the person is liable:

(1) to the limited partnership for any damage caused to the

limited partnership arising from the obligation; and

Oklahoma Statutes - Title 54. Partnership Page 128

(2) if a general partner or another person dissociated as a

general partner is liable for the obligation, to the general partner

or other person for any damage caused to the general partner or

other person arising from the liability.
Okla. Stat. tit. 54, § 54-500-1104A — OK Code / Title 54 / Section 54-500-1104A
Filings required for conversion - Effective date
Status: in_force

FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.

(a) After a plan of conversion is approved:

(1) a converting limited partnership shall deliver to the

Secretary of State for filing articles of conversion, which must

include:

(A) a statement that the limited partnership has been

converted into another organization;

(B) the name and form of the organization and the

jurisdiction of its governing statute;

(C) the date the conversion is effective under the

governing statute of the converted organization;

(D) a statement that the conversion was approved as

required by the Uniform Limited Partnership Act of

2010;

(E) a statement that the conversion was approved as

required by the governing statute of the converted

organization; and

Oklahoma Statutes - Title 54. Partnership Page 144

(F) if the converted organization is a foreign

organization not authorized to transact business in

this state, the street and mailing address of an

office which the Secretary of State may use for the

purposes of subsection (c) of Section 92 of this act;

and

(2) if the converting organization is not a converting limited

partnership, the converting organization shall deliver to the

Secretary of State for filing a certificate of limited partnership,

which must include, in addition to the information required by

Section 19 of this act:

(A) a statement that the limited partnership was converted

from another organization;

(B) the name and form of the organization and the

jurisdiction of its governing statute; and

(C) a statement that the conversion was approved in a

manner that complied with the organization’s governing

statute.

(b) A conversion becomes effective:

(1) if the converted organization is a limited partnership,

when the certificate of limited partnership takes effect; and

(2) if the converted organization is not a limited partnership,

as provided by the governing statute of the converted organization.
Okla. Stat. tit. 54, § 54-500-304A — OK Code / Title 54 / Section 54-500-304A
Right of limited partner and former limited partner
Status: in_force

to information.

RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO

INFORMATION.

(a) On ten (10) days’ demand, made in a record received by the

limited partnership, a limited partner may inspect and copy required

information during regular business hours in the limited

partnership’s designated office. The limited partner need not have

any particular purpose for seeking the information.

(b) During regular business hours and at a reasonable location

specified by the limited partnership, a limited partner may obtain

from the limited partnership and inspect and copy true and full

information regarding the state of the activities and financial

condition of the limited partnership and other information regarding

the activities of the limited partnership as is just and reasonable

if:

(1) the limited partner seeks the information for a purpose

reasonably related to the partner’s interest as a limited partner;

(2) the limited partner makes a demand in a record received by

the limited partnership, describing with reasonable particularity

the information sought and the purpose for seeking the information;

and

(3) the information sought is directly connected to the limited

partner’s purpose.

(c) Within ten (10) days after receiving a demand pursuant to

subsection (b) of this section, the limited partnership in a record

shall inform the limited partner that made the demand:

(1) what information the limited partnership will provide in

response to the demand;

(2) when and where the limited partnership will provide the

information; and

(3) if the limited partnership declines to provide any demanded

information, the limited partnership’s reasons for declining.

(d) Subject to subsection (f) of this section, a person

dissociated as a limited partner may inspect and copy required

information during regular business hours in the limited

partnership’s designated office if:

(1) the information pertains to the period during which the

person was a limited partner;

(2) the person seeks the information in good faith; and

(3) the person meets the requirements of subsection (b) of this

section.

(e) The limited partnership shall respond to a demand made

pursuant to subsection (d) of this section in the same manner as

provided in subsection (c) of this section.

(f) If a limited partner dies, Section 62 of this act applies.

Oklahoma Statutes - Title 54. Partnership Page 102

(g) The limited partnership may impose reasonable restrictions

on the use of information obtained under this section. In a dispute

concerning the reasonableness of a restriction under this

subsection, the limited partnership has the burden of proving

reasonableness.

(h) A limited partnership may charge a person that makes a

demand under this section reasonable costs of copying, limited to

the costs of labor and material.

(i) Whenever the Uniform Limited Partnership Act of 2010 or a

partnership agreement provides for a limited partner to give or

withhold consent to a matter, before the consent is given or

withheld, the limited partnership shall, without demand, provide the

limited partner with all information material to the limited

partner’s decision that the limited partnership knows.

(j) A limited partner or person dissociated as a limited

partner may exercise the rights under this section through an

attorney or other agent. Any restriction imposed under subsection

(g) of this section or by the partnership agreement applies both to

the attorney or other agent and to the limited partner or person

dissociated as a limited partner.

(k) The rights stated in this section do not extend to a person

as transferee, but may be exercised by the legal representative of

an individual under legal disability who is a limited partner or

person dissociated as a limited partner.
Okla. Stat. tit. 54, § 54-500-803A — OK Code / Title 54 / Section 54-500-803A
Winding up
Status: in_force

WINDING UP.

(a) A limited partnership continues after dissolution only for

the purpose of winding up its activities.

(b) In winding up its activities, the limited partnership:

(1) may amend its certificate of limited partnership to state

that the limited partnership is dissolved, preserve the limited

partnership business or property as a going concern for a reasonable

time, prosecute and defend actions and proceedings, whether civil,

criminal, or administrative, transfer the limited partnership’s

Oklahoma Statutes - Title 54. Partnership Page 126

property, settle disputes by mediation or arbitration, file a

statement of cessation as provided in Section 21 of this act, and

perform other necessary acts; and

(2) shall discharge the limited partnership’s liabilities,

settle and close the limited partnership’s activities, and marshal

and distribute the assets of the partnership.

(c) If a dissolved limited partnership does not have a general

partner, a person to wind up the dissolved limited partnership’s

activities may be appointed by the consent of limited partners

owning a majority of the rights to receive distributions as limited

partners at the time the consent is to be effective. A person

appointed under this subsection:

(1) has the powers of a general partner under Section 66 of

this act; and

(2) shall promptly amend the certificate of limited partnership

to state:

(A) that the limited partnership does not have a general

partner;

(B) the name of the person that has been appointed to wind

up the limited partnership; and

(C) the street and mailing address of the person.

(d) On the application of any partner, the district court may

order judicial supervision of the winding up, including the

appointment of a person to wind up the dissolved limited

partnership’s activities, if:

(1) a limited partnership does not have a general partner and

within a reasonable time following the dissolution no person has

been appointed pursuant to subsection (c) of this section; or

(2) the applicant establishes other good cause.
Okla. Stat. tit. 54, § 54-500-903A — OK Code / Title 54 / Section 54-500-903A
Activities not constituting transacting business
Status: in_force

ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.

(a) Activities of a foreign limited partnership which do not

constitute transacting business in this state within the meaning of

this article include:

(1) maintaining, defending, and settling an action or

proceeding;

(2) holding meetings of its partners or carrying on any other

activity concerning its internal affairs;

(3) maintaining accounts in financial institutions;

(4) maintaining offices or agencies for the transfer, exchange,

and registration of the foreign limited partnership’s own securities

or maintaining trustees or depositories with respect to those

securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or

electronic means or through employees or agents or otherwise, if the

orders require acceptance outside this state before they become

contracts;

Oklahoma Statutes - Title 54. Partnership Page 136

(7) creating or acquiring indebtedness, mortgages, or security

interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages or

other security interests in property securing the debts, and

holding, protecting, and maintaining property so acquired;

(9) conducting an isolated transaction that is completed within

thirty (30) days and is not one in the course of similar

transactions of a like manner; and

(10) transacting business in interstate commerce.

(b) For purposes of this article, the ownership in this state

of income-producing real property or tangible personal property,

other than property excluded under subsection (a) of this section,

constitutes transacting business in this state.

(c) This section does not apply in determining the contacts or

activities that may subject a foreign limited partnership to service

of process, taxation, or regulation under any other law of this

state.
Okla. Stat. tit. 54, § 54-500-502A — OK Code / Title 54 / Section 54-500-502A
Liability for contribution
Status: in_force

LIABILITY FOR CONTRIBUTION.

(a) A partner’s obligation to contribute money or other

property or other benefit to, or to perform services for, a limited

partnership is not excused by the partner’s death, disability, or

other inability to perform personally.

(b) If a partner does not make a promised nonmonetary

contribution, the partner is obligated at the option of the limited

partnership to contribute money equal to that portion of the value,

as stated in the required information, of the stated contribution

which has not been made.

(c) The obligation of a partner to make a contribution or

return money or other property paid or distributed in violation of

the Uniform Limited Partnership Act of 2010 may be compromised only

by consent of all partners. A creditor of a limited partnership

which extends credit or otherwise acts in reliance on an obligation

described in subsection (a) of this section, without notice of any

compromise under this subsection, may enforce the original

obligation.
Okla. Stat. tit. 54, § 54-500-703A — OK Code / Title 54 / Section 54-500-703A
Rights of creditor of partner or transferee
Status: in_force

RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE.

(a) On application to a court of competent jurisdiction by any

judgment creditor of a partner or transferee, the court may charge

the transferable interest of the judgment debtor with payment of the

unsatisfied amount of the judgment with interest. To the extent so

charged, the judgment creditor has only the rights of a transferee.

The court may appoint a receiver of the share of the distributions

due or to become due to the judgment debtor in respect of the

partnership and make all other orders, directions, accounts, and

inquiries the judgment debtor might have made or which the

circumstances of the case may require to give effect to the charging

order.

(b) A charging order constitutes a lien on the judgment

debtor’s transferable interest. The court may order a foreclosure

upon the interest subject to the charging order at any time. The

purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be

redeemed:

(1) by the judgment debtor;

(2) with property other than limited partnership property, by

one or more of the other partners; or

(3) with limited partnership property, by the limited

partnership with the consent of all partners whose interests are not

so charged.

(d) The Uniform Limited Partnership Act of 2010 does not

deprive any partner or transferee of the benefit of any exemption

Oklahoma Statutes - Title 54. Partnership Page 124

laws applicable to the partner’s or transferee’s transferable

interest.

(e) This section provides the exclusive remedy by which a

judgment creditor of a partner or transferee may satisfy a judgment

out of the judgment debtor’s transferable interest.
Okla. Stat. tit. 54, § 54-500-408A — OK Code / Title 54 / Section 54-500-408A
General standards of general partner's conduct
Status: in_force

GENERAL STANDARDS OF GENERAL PARTNER’S CONDUCT.

(a) The only fiduciary duties that a general partner has to the

limited partnership and the other partners are the duties of loyalty

and care under subsections (b) and (c) of this section.

(b) A general partner’s duty of loyalty to the limited

partnership and the other partners is limited to the following:

(1) to account to the limited partnership and hold as trustee

for it any property, profit, or benefit derived by the general

partner in the conduct and winding up of the limited partnership’s

activities or derived from a use by the general partner of limited

partnership property, including the appropriation of a limited

partnership opportunity;

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

conduct or winding up of the limited partnership’s activities as or

on behalf of a party having an interest adverse to the limited

partnership; and

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

the conduct or winding up of the limited partnership’s activities.

(c) A general partner’s duty of care to the limited partnership

and the other partners in the conduct and winding up of the limited

partnership’s activities is limited to refraining from engaging in

grossly negligent or reckless conduct, intentional misconduct, or a

knowing violation of law.

(d) A general partner shall discharge the duties to the

partnership and the other partners under the Uniform Limited

Partnership Act of 2010 or under the partnership agreement and

exercise any rights consistently with the obligation of good faith

and fair dealing.

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

under the Uniform Limited Partnership Act of 2010 or under the

partnership agreement merely because the general partner’s conduct

furthers the general partner’s own interest.
Okla. Stat. tit. 54, § 54-500-207A — OK Code / Title 54 / Section 54-500-207A
Correcting filed record
Status: in_force

CORRECTING FILED RECORD.

(a) A limited partnership or foreign limited partnership may

deliver to the Secretary of State for filing a statement of

correction to correct a record previously delivered by the limited

partnership or foreign limited partnership to the Secretary of State

and filed by the Secretary of State, if at the time of filing, the

record contained false or erroneous information or was defectively

signed.

Oklahoma Statutes - Title 54. Partnership Page 97

(b) A statement of correction may not state a delayed effective

date and must:

(1) describe the record to be corrected, including its filing

date, or attach a copy of the record as filed;

(2) specify the incorrect information and the reason it is

incorrect or the manner in which the signing was defective; and

(3) correct the incorrect information or defective signature.

(c) When filed by the Secretary of State, a statement of

correction is effective retroactively as of the effective date of

the record the statement corrects, but the statement is effective

when filed:

(1) for the purposes of subsections (c) and (d) of Section 3 of

this act; and

(2) as to persons relying on the uncorrected record and

adversely affected by the correction.
Okla. Stat. tit. 54, § 54-1-806 — OK Code / Title 54 / Section 54-1-806
Partner's Liability to Other Partners After Dissolution
Status: in_force

Partner's Liability to Other Partners After Dissolution. (a)

Except as otherwise provided in subsection (b) of this section and

Section 18 of this act, after dissolution a partner is liable to the

other partners for the partner's share of any partnership liability

incurred under Section 43 of this act.

(b) A partner who, with knowledge of the dissolution, incurs a

partnership liability under paragraph (2) of Section 43 of this act

by an act that is not appropriate for winding up the partnership

business is liable to the partnership for any damage caused to the

partnership arising from the liability.
Okla. Stat. tit. 54, § 54-1-502 — OK Code / Title 54 / Section 54-1-502
Partner's Transferable Interest in Partnership
Status: in_force

Partner's Transferable Interest in Partnership. The only

transferable interest of a partner in the partnership is the

partner's share of the profits and losses of the partnership and the

partner's right to receive distributions. The interest is personal

property.
Okla. Stat. tit. 54, § 54-1-504 — OK Code / Title 54 / Section 54-1-504
Partner's Transferable Interest Subject to Charging
Status: in_force

Order.

Partner's Transferable Interest Subject to Charging Order. (a)

On application by a judgment creditor of a partner or of a partner's

transferee, a court having jurisdiction may charge the transferable

interest of the judgment debtor to satisfy the judgment. The court

may appoint a receiver of the share of the distributions due or to

become due to the judgment debtor in respect of the partnership and

make all other orders, directions, accounts, and inquiries the

judgment debtor might have made or which the circumstances of the

case may require.

(b) A charging order constitutes a lien on the judgment

debtor's transferable interest in the partnership. The court may

order a foreclosure of the interest subject to the charging order at

any time. The purchaser at the foreclosure sale has the rights of a

transferee.

(c) At any time before foreclosure, an interest charged may be

redeemed:

(1) by the judgment debtor;

(2) with property other than partnership property, by one or

more of the other partners; or

(3) with partnership property, by one or more of the other

partners with the consent of all of the partners whose interests are

not so charged.

(d) This act does not deprive a partner of a right under

exemption laws with respect to the partner's interest in the

partnership.

(e) This section provides the exclusive remedy by which a

judgment creditor of a partner or partner's transferee may satisfy a

judgment out of the judgment debtor's transferable interest in the

partnership.
Okla. Stat. tit. 54, § 54-1-1201 — OK Code / Title 54 / Section 54-1-1201
Uniformity of Application and Construction
Status: in_force

Uniformity of Application and Construction. This act shall be

applied and construed to effectuate its general purpose to make

uniform the law with respect to the subject of this act among states

enacting it.
Okla. Stat. tit. 54, § 54-1-303 — OK Code / Title 54 / Section 54-1-303
Statement of Partnership Authority
Status: in_force

Statement of Partnership Authority. (a) A partnership may file

with the Secretary of State a statement of partnership authority,

which:

(1) must include:

(i) the name of the partnership;

(ii) the street address of its chief executive office and

of one office in this state, if there is one; and

(iii) the name and mailing address of an agent appointed and

maintained by the partnership for the purpose of

subsection (b) of this section; or

(iv) the names and mailing addresses of the partners

authorized to execute an instrument transferring real

property held in the name of the partnership; and

(2) may state the authority, or limitations on the authority,

of some or all of the partners to enter into other transactions on

behalf of the partnership and any other matter.

(b) If a statement of partnership authority names an agent, the

agent shall maintain a list of the names and mailing addresses of

all of the partners and make it available to any person on request

for good cause shown.

(c) If a filed statement of partnership authority is executed

pursuant to subsection (c) of Section 6 of this act and states the

name of the partnership but does not contain all of the other

information required by subsection (a) of this section, the

statement nevertheless operates with respect to a person not a

partner as provided in subsections (d) and (e) of this section.

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

section, a filed statement of partnership authority supplements the

authority of a partner to enter into transactions on behalf of the

partnership as follows:

(1) Except for transfers of real property, a grant of authority

contained in a filed statement of partnership authority is

conclusive in favor of a person who gives value without knowledge to

the contrary, so long as and to the extent that a limitation on that

authority is not then contained in another filed statement. A filed

cancellation of a limitation on authority revives the previous grant

of authority.

(2) A grant of authority to transfer real property held in the

name of the partnership contained in a certified copy of a filed

statement of partnership authority recorded in the office for

recording transfers of that real property is conclusive in favor of

a person who gives value without knowledge to the contrary, so long

as and to the extent that a certified copy of a filed statement

containing a limitation on that authority is not then of record in

the office for recording transfers of that real property. The

recording in the office for recording transfers of that real

Oklahoma Statutes - Title 54. Partnership Page 20

property of a certified copy of a filed cancellation of a limitation

on authority revives the previous grant of authority.

(e) A person not a partner is deemed to know of a limitation on

the authority of a partner to transfer real property held in the

name of the partnership if a certified copy of the filed statement

containing the limitation on authority is of record in the office

for recording transfers of that real property.

(f) Except as otherwise provided in subsections (d) and (e) of

this section and Sections 38 and 44 of this act, a person not a

partner is not deemed to know of a limitation on the authority of a

partner merely because the limitation is contained in a filed

statement.

(g) Unless earlier canceled, a filed statement of partnership

authority is canceled by operation of law five (5) years after the

date on which the statement, or the most recent amendment, was filed

with the Secretary of State.
Okla. Stat. tit. 54, § 54-1-906 — OK Code / Title 54 / Section 54-1-906
Effect of Merger
Status: in_force

Effect of Merger. (a) When a merger takes effect:

(1) the separate existence of every partnership or limited

partnership that is a party to the merger, other than the surviving

entity, ceases;

Oklahoma Statutes - Title 54. Partnership Page 46

(2) all property owned by each of the merged partnerships or

limited partnerships vests in the surviving entity;

(3) all obligations of every partnership or limited partnership

that is a party to the merger become the obligations of the

surviving entity; and

(4) an action or proceeding pending against a partnership or

limited partnership that is a party to the merger may be continued

as if the merger had not occurred, or the surviving entity may be

substituted as a party to the action or proceeding.

(b) The Secretary of State of this state is the agent for

service of process in an action or proceeding against a surviving

foreign partnership or limited partnership to enforce an obligation

of a domestic partnership or limited partnership that is a party to

a merger. The surviving entity shall promptly notify the Secretary

of State of the mailing address of its chief executive office and of

any change of address. Upon receipt of process, the Secretary of

State shall mail a copy of the process to the surviving foreign

partnership or limited partnership.

(c) A partner of the surviving partnership or limited

partnership is liable for:

(1) all obligations of a party to the merger for which the

partner was personally liable before the merger;

(2) all other obligations of the surviving entity incurred

before the merger by a party to the merger, but those obligations

may be satisfied only out of property of the entity; and

(3) except as otherwise provided in Section 18 of this act, all

obligations of the surviving entity incurred after the merger takes

effect, but those obligations may be satisfied only out of property

of the entity if the partner is a limited partner.

(d) If the obligations incurred before the merger by a party to

the merger are not satisfied out of the property of the surviving

partnership or limited partnership, the general partners of that

party immediately before the effective date of the merger shall

contribute the amount necessary to satisfy that party's obligations

to the surviving entity, in the manner provided in Section 46 of

this act or in the Oklahoma Revised Uniform Limited Partnership Act,

Section 301 et seq. of Title 54 of the Oklahoma Statutes, of the

jurisdiction in which the party was formed, as the case may be, as

if the merged party were dissolved.

(e) A partner of a party to a merger who does not become a

partner of the surviving partnership or limited partnership is

dissociated from the entity, of which that partner was a partner, as

of the date the merger takes effect. The surviving entity shall

cause the partner's interest in the entity to be purchased under

Section 35 of this act or another statute specifically applicable to

that partner's interest with respect to a merger. The surviving

entity is bound under Section 36 of this act by an act of a general

Oklahoma Statutes - Title 54. Partnership Page 47

partner dissociated under this subsection, and the partner is liable

under Section 37 of this act for transactions entered into by the

surviving entity after the merger takes effect.
Okla. Stat. tit. 54, § 54-500-405A — OK Code / Title 54 / Section 54-500-405A
Actions by and against partnership and partners
Status: in_force

ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.

(a) To the extent not inconsistent with Section 38 of this act,

a general partner may be joined in an action against the limited

partnership or named in a separate action.

(b) A judgment against a limited partnership is not by itself a

judgment against a general partner. A judgment against a limited

partnership may not be satisfied from a general partner’s assets

unless there is also a judgment against the general partner.

(c) A judgment creditor of a general partner may not levy

execution against the assets of the general partner to satisfy a

judgment based on a claim against the limited partnership, unless

the partner is personally liable for the claim under Section 38 of

this act and:

(1) a judgment based on the same claim has been obtained

against the limited partnership and a writ of execution on the

judgment has been returned unsatisfied in whole or in part;

(2) the limited partnership is a debtor in bankruptcy;

(3) the general partner has agreed that the creditor need not

exhaust limited partnership assets;

(4) a court grants permission to the judgment creditor to levy

execution against the assets of a general partner based on a finding

that limited partnership assets subject to execution are clearly

insufficient to satisfy the judgment, that exhaustion of limited

partnership assets is excessively burdensome, or that the grant of

permission is an appropriate exercise of the court’s equitable

powers; or

(5) liability is imposed on the general partner by law or

contract independent of the existence of the limited partnership.
Okla. Stat. tit. 54, § 54-1-909 — OK Code / Title 54 / Section 54-1-909
Personal liability of partner of converting or
Status: in_force

constituent partnership - Consent.

Personal liability of partner of converting or constituent

partnership; Consent.

(a) If a partner of a converting or constituent partnership

will have personal liability with respect to a converted or

surviving organization, approval and amendment of a plan of

conversion or merger are ineffective without the consent of the

partner, unless:

(1) the partnership agreement provides for the approval of the

conversion or merger with the consent of fewer than all the

partners; and

(2) the partner has consented to the provision of the

partnership agreement.

(b) A cancellation of a statement of qualification of a

partnership as a limited liability partnership is ineffective

without the consent of each general partner unless:

(1) the partnership agreement provides for the amendment with

the consent of less than all the partners; and

(2) each partner that does not consent to the amendment has

consented to the provision of the partnership agreement.

(c) A partner does not give the consent required by subsection

(a) or (b) of this section merely by consenting to a provision of

the partnership agreement that permits the partnership agreement to

be amended with the consent of fewer than all the partners.
Okla. Stat. tit. 54, § 54-500-804A — OK Code / Title 54 / Section 54-500-804A
Power of general partner and person dissociated as
Status: in_force

general partner to bind partnership after dissolution.

POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL

PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION.

(a) A limited partnership is bound by a general partner’s act

after dissolution which:

(1) is appropriate for winding up the limited partnership’s

activities; or

(2) would have bound the limited partnership under Section 36

of this act before dissolution, if, at the time the other party

Oklahoma Statutes - Title 54. Partnership Page 127

enters into the transaction, the other party does not have notice of

the dissolution.

(b) A person dissociated as a general partner binds a limited

partnership through an act occurring after dissolution if:

(1) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner; and

(2) the act:

(A) is appropriate for winding up the limited

partnership’s activities; or

(B) would have bound the limited partnership under Section

36 of this act before dissolution and at the time the

other party enters into the transaction the other

party does not have notice of the dissolution.
Okla. Stat. tit. 54, § 54-500-904A — OK Code / Title 54 / Section 54-500-904A
Filing of certificate of authority
Status: in_force

FILING OF CERTIFICATE OF AUTHORITY.

Unless the Secretary of State determines that an application for

a certificate of authority does not comply with the filing

requirements of the Uniform Limited Partnership Act of 2010, the

Secretary of State, upon payment of all filing fees, shall file the

application and return a file stamped copy of the filed certificate

to the person filing the record or the person’s representative.
Okla. Stat. tit. 54, § 54-1-804 — OK Code / Title 54 / Section 54-1-804
Partner's Power to Bind Partnership After Dissolution
Status: in_force

Partner's Power to Bind Partnership After Dissolution. Subject

to Section 44 of this act, a partnership is bound by a partner's act

after dissolution that:

(1) is appropriate for winding up the partnership business; or

(2) would have bound the partnership under Section 13 of this

act before dissolution, if the other party to the transaction did

not have notice of the dissolution.
Okla. Stat. tit. 54, § 54-500-1201A — OK Code / Title 54 / Section 54-500-1201A
Uniformity of application and construction
Status: in_force

UNIFORMITY OF APPLICATION AND CONSTRUCTION.

In applying and construing the Uniform Limited Partnership Act

of 2010, consideration must be given to the need to promote

uniformity of the law with respect to its subject matter among

states that enact it.
Okla. Stat. tit. 54, § 54-500-113A — OK Code / Title 54 / Section 54-500-113A
Dual capacity
Status: in_force

DUAL CAPACITY.

A person may be both a general partner and a limited partner. A

person that is both a general and limited partner has the rights,

powers, duties, and obligations provided by the Uniform Limited

Partnership Act of 2010 and the partnership agreement in each of

those capacities. When the person acts as a general partner, the

person is subject to the obligations, duties and restrictions under

the Uniform Limited Partnership Act of 2010 and the partnership

agreement for general partners. When the person acts as a limited

partner, the person is subject to the obligations, duties and

Oklahoma Statutes - Title 54. Partnership Page 88

restrictions under the Uniform Limited Partnership Act of 2010 and

the partnership agreement for limited partners.
Okla. Stat. tit. 54, § 54-1-1104 — OK Code / Title 54 / Section 54-1-1104
Activities Not Constituting Transacting Business
Status: in_force

Activities Not Constituting Transacting Business. (a)

Activities of a foreign limited liability partnership which do not

constitute transacting business for the purpose of this article

include:

(1) maintaining, defending, or settling an action or

proceeding;

(2) holding meetings of its partners or carrying on any other

activity concerning its internal affairs;

Oklahoma Statutes - Title 54. Partnership Page 52

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange,

and registration of the partnership's own securities or maintaining

trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through

employees or agents or otherwise, if the orders require acceptance

outside this state before they become contracts;

(7) creating or acquiring indebtedness, with or without a

mortgage, or other security interest in property;

(8) collecting debts or foreclosing mortgages or other security

interests in property securing the debts, and holding, protecting,

and maintaining property so acquired;

(9) conducting an isolated transaction that is completed within

thirty (30) days and is not one in the course of similar

transactions; and

(10) transacting business in interstate commerce.

(b) For purposes of this article, the ownership in this state

of income-producing real property or tangible personal property,

other than property excluded under subsection (a) of this section,

constitutes transacting business in this state.

(c) This section does not apply in determining the contacts or

activities that may subject a foreign limited liability partnership

to service of process, taxation, or regulation under any other law

of this state.
Okla. Stat. tit. 54, § 54-1-403 — OK Code / Title 54 / Section 54-1-403
Partner's Rights and Duties with Respect to Information
Status: in_force

Partner's Rights and Duties with Respect to Information. (a) A

partnership shall keep its books and records, if any, at its chief

executive office.

(b) A partnership shall provide partners and their agents and

attorneys access to its books and records. It shall provide former

partners and their agents and attorneys access to books and records

pertaining to the period during which they were partners. The right

of access provides the opportunity to inspect and copy books and

records during ordinary business hours. A partnership may impose a

reasonable charge, covering the costs of labor and material, for

copies of documents furnished.

(c) Each partner and the partnership shall furnish to a

partner, and to the legal representative of a deceased partner or

partner under legal disability:

(1) without demand, any information concerning the

partnership's business and affairs reasonably required for the

Oklahoma Statutes - Title 54. Partnership Page 27

proper exercise of the partner's rights and duties under the

partnership agreement or this act; and

(2) on demand, any other information concerning the

partnership's business and affairs, except to the extent the demand

or the information demanded is unreasonable or otherwise improper

under the circumstances.
Okla. Stat. tit. 54, § 54-1-203 — OK Code / Title 54 / Section 54-1-203
Partnership Property
Status: in_force

Oklahoma Statutes - Title 54. Partnership Page 17

Partnership Property. Property acquired by a partnership is

property of the partnership and not of the partners individually.
Okla. Stat. tit. 54, § 54-500-306A — OK Code / Title 54 / Section 54-500-306A
Person erroneously believing self to be limited
Status: in_force

partner.

PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER.

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

section, a person that makes an investment in a business enterprise

and erroneously but in good faith believes that the person has

become a limited partner in the enterprise is not liable for the

enterprise’s obligations by reason of making the investment,

receiving distributions from the enterprise, or exercising any

rights of or appropriate to a limited partner, if, on ascertaining

the mistake, the person:

(1) causes an appropriate certificate of limited partnership,

amendment, or statement of correction to be signed and delivered to

the Secretary of State for filing; or

(2) withdraws from future participation as an owner in the

enterprise by delivering written notice to the enterprise.

(b) A person that makes an investment described in subsection

(a) of this section is liable to the same extent as a general

partner to any third party that enters into a transaction with the

enterprise, believing in good faith that the person is a general

partner, before the Secretary of State files a certificate of

limited partnership, amendment, or statement of correction to show

that the person is not a general partner or the person delivers

written notice of the person’s withdrawal.

(c) If a person makes a diligent effort in good faith to comply

with paragraph (1) of subsection (a) of this section and is unable

to cause the appropriate certificate of limited partnership,

amendment, or statement of correction to be signed and delivered to

the Secretary of State for filing, the person has the right to

withdraw from the enterprise pursuant to paragraph (2) of subsection

(a) of this section even if the withdrawal would otherwise breach an

agreement with others that are or have agreed to become co-owners of

the enterprise.
Okla. Stat. tit. 54, § 54-1-401 — OK Code / Title 54 / Section 54-1-401
Partner's Rights and Duties
Status: in_force

Partner's Rights and Duties. (a) Each partner is deemed to

have an account that is:

(1) credited with an amount equal to the money plus the value

of any other property, net of the amount of any liabilities, the

partner contributes to the partnership and the partner's share of

the partnership profits; and

(2) charged with an amount equal to the money plus the value of

any other property, net of the amount of any liabilities,

distributed by the partnership to the partner and the partner's

share of the partnership losses.

(b) Each partner is entitled to an equal share of the

partnership profits and is chargeable with a share of the

partnership losses in proportion to the partner's share of the

profits.

(c) A partnership shall reimburse a partner for payments made

and indemnify a partner for liabilities incurred by the partner in

the ordinary course of the business of the partnership or for the

preservation of its business or property.

Oklahoma Statutes - Title 54. Partnership Page 26

(d) A partnership shall reimburse a partner for an advance to

the partnership beyond the amount of capital the partner agreed to

contribute.

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

a partnership obligation under subsection (c) or (d) of this section

constitutes a loan to the partnership which accrues interest from

the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct

of the partnership business.

(g) A partner may use or possess partnership property only on

behalf of the partnership.

(h) A partner is not entitled to remuneration for services

performed for the partnership, except for reasonable compensation

for services rendered in winding up the business of the partnership.

(i) A person may become a partner only with the consent of all

of the partners.

(j) A difference arising as to a matter in the ordinary course

of business of a partnership may be decided by a majority of the

partners. An act outside the ordinary course of business of a

partnership and an amendment to the partnership agreement may be

undertaken only with the consent of all of the partners.

(k) This section does not affect the obligations of a

partnership to other persons under Section 13 of this act.
Okla. Stat. tit. 54, § 54-500-1108A — OK Code / Title 54 / Section 54-500-1108A
Filings required for merger - Effective date
Status: in_force

FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.

(a) After each constituent organization has approved a merger,

articles of merger must be signed on behalf of:

(1) each preexisting constituent limited partnership, by each

general partner listed in the certificate of limited partnership;

and

Oklahoma Statutes - Title 54. Partnership Page 147

(2) each other preexisting constituent organization, by an

authorized representative.

(b) The articles of merger must include:

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

jurisdiction of its governing statute;

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

jurisdiction of its governing statute, and, if the surviving

organization is created by the merger, a statement to that effect;

(3) the date the merger is effective under the governing

statute of the surviving organization;

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

merger:

(A) if it will be a limited partnership, the limited

partnership’s certificate of limited partnership; or

(B) if it will be an organization other than a limited

partnership, the organizational document that creates

the organization;

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

amendments provided for in the plan of merger for the organizational

document that created the organization;

(6) a statement as to each constituent organization that the

merger was approved as required by the organization’s governing

statute;

(7) if the surviving organization is a foreign organization not

authorized to transact business in this state, the street and

mailing address of an office which the Secretary of State may use

for the purposes of subsection (b) of Section 96 of this act; and

(8) any additional information required by the governing

statute of any constituent organization.

(c) The articles of merger shall be signed and delivered by

each constituent limited partnership for filing in the Office of the

Secretary of State.

(d) A merger becomes effective under this article:

(1) if the surviving organization is a limited partnership,

upon the later of:

(A) compliance with subsection (c) of this section; or

(B) subject to subsection (c) of Section 24 of this act,

as specified in the articles of merger; or

(2) if the surviving organization is not a limited partnership,

as provided by the governing statute of the surviving organization.
Okla. Stat. tit. 54, § 54-500-1207A — OK Code / Title 54 / Section 54-500-1207A
Savings clause
Status: in_force

SAVINGS CLAUSE.

The Uniform Limited Partnership Act of 2010 does not affect an

action commenced, proceeding brought, or right accrued before the

Uniform Limited Partnership Act of 2010 takes effect.
Okla. Stat. tit. 54, § 54-1-1103 — OK Code / Title 54 / Section 54-1-1103
Effect Of Failure To Qualify
Status: in_force

Effect Of Failure To Qualify. (a) A foreign limited liability

partnership transacting business in this state may not maintain an

action or proceeding in this state unless it has in effect a

statement of foreign qualification.

(b) The failure of a foreign limited liability partnership to

have in effect a statement of foreign qualification does not impair

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

partnership or preclude it from defending an action or proceeding in

this state.

(c) A limitation on personal liability of a partner is not

waived solely by transacting business in this state without a

statement of foreign qualification.

(d) If a foreign limited liability partnership transacts

business in this state without a statement of foreign qualification,

the Secretary of State is its agent for service of process with

respect to a right of action arising out of the transaction of

business in this state.
Okla. Stat. tit. 54, § 54-500-504A — OK Code / Title 54 / Section 54-500-504A
Interim distributions
Status: in_force

INTERIM DISTRIBUTIONS.

A partner does not have a right to any distribution before the

dissolution and winding up of the limited partnership unless the

limited partnership decides to make an interim distribution.
Okla. Stat. tit. 54, § 54-1-803 — OK Code / Title 54 / Section 54-1-803
Right to Wind Up Partnership Business
Status: in_force

Right to Wind Up Partnership Business. (a) After dissolution,

a partner who has not wrongfully dissociated may participate in

winding up the partnership's business, but on application of any

partner, partner's legal representative, or transferee, the district

court, for good cause shown, may order judicial supervision of the

winding up.

(b) The legal representative of the last surviving partner may

wind up a partnership's business.

(c) A person winding up a partnership's business may preserve

the partnership business or property as a going concern for a

reasonable time, prosecute and defend actions and proceedings,

whether civil, criminal, or administrative, settle and close the

partnership's business, dispose of and transfer the partnership's

property, discharge the partnership's liabilities, distribute the

assets of the partnership pursuant to Section 46 of this act, settle

Oklahoma Statutes - Title 54. Partnership Page 39

disputes by mediation or arbitration, and perform other necessary

acts.
Okla. Stat. tit. 54, § 54-1-103 — OK Code / Title 54 / Section 54-1-103
Effect of Partnership Agreement; Nonwaivable Provisions
Status: in_force

Effect of Partnership Agreement; Nonwaivable Provisions. (a)

Except as otherwise provided in subsection (b) of this section,

relations among the partners and between the partners and the

partnership are governed by the partnership agreement. To the

extent the partnership agreement does not otherwise provide, this

act governs relations among the partners and between the partners

and the partnership.

(b) The partnership agreement may not:

(1) vary the rights and duties under Section 6 of this act

except to eliminate the duty to provide copies of statements to all

of the partners;

(2) unreasonably restrict the right of access to books and

records under subsection (b) of Section 24 of this act;

(3) eliminate the duty of loyalty under subsection (b) of

Section 25 of this act or paragraph (3) of subsection (b) of Section

34 of this act, but:

(i) the partnership agreement may identify specific types

or categories of activities that do not violate the

duty of loyalty, if not manifestly unreasonable; or

(ii) all of the partners or a number or percentage

specified in the partnership agreement may authorize

Oklahoma Statutes - Title 54. Partnership Page 13

or ratify, after full disclosure of all material

facts, a specific act or transaction that otherwise

would violate the duty of loyalty;

(4) unreasonably reduce the duty of care under subsection (c)

of Section 25 of this act or paragraph (3) of subsection (b) of

Section 34 of this act;

(5) eliminate the obligation of good faith and fair dealing

under subsection (d) of Section 25 of this act, but the partnership

agreement may prescribe the standards by which the performance of

the obligation is to be measured, if the standards are not

manifestly unreasonable;

(6) vary the power to dissociate as a partner under subsection

(a) of Section 33 of this act, except to require the notice under

paragraph (1) of Section 32 of this act to be in writing;

(7) vary the right of a court to expel a partner in the events

specified in paragraph (5) of Section 32 of this act;

(8) vary the requirement to wind up the partnership business in

cases specified in paragraphs (4), (5), or (6) of Section 40 of this

act; or

(9) vary the law applicable to a limited liability partnership

under subsection (b) of Section 7 of this act; or

(10) restrict rights of third parties under this act.
Okla. Stat. tit. 54, § 54-500-1101A — OK Code / Title 54 / Section 54-500-1101A
Definitions
Status: in_force

DEFINITIONS.

Oklahoma Statutes - Title 54. Partnership Page 141

In this article:

(1) “Constituent limited partnership” means a constituent

organization that is a limited 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 89 through

92 of this act;

(4) “Converting limited partnership” means a converting

organization that is a limited partnership;

(5) “Converting organization” means an organization that

converts into another organization pursuant to Section 89 of this

act;

(6) “General partner” means a general partner of a limited

partnership;

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

that governs the organization’s internal affairs;

(8) “Merger” includes a reorganization structured as a

consolidation;

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

limited liability partnership; limited partnership, including a

limited liability limited partnership; limited liability company;

business trust; corporation; or any other person having a governing

statute. The term includes domestic and foreign organizations

whether or not organized for profit;

(10) “Organizational documents” means:

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

partnership agreement;

(B) for a limited partnership or foreign limited

partnership, its certificate of limited partnership

and partnership agreement;

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

its articles of organization and operating agreement,

or comparable records as provided in its governing

statute;

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

declaration of trust;

(E) 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

(F) 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;

Oklahoma Statutes - Title 54. Partnership Page 142

(11) “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:

(A) 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

(B) 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; and

(12) “Surviving organization” means an organization into which

one or more other organizations are merged. A surviving

organization may preexist the merger or be created by the merger.
Okla. Stat. tit. 54, § 54-500-1111A — OK Code / Title 54 / Section 54-500-1111A
Liability of general partner after conversion or
Status: in_force

merger.

LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER.

(a) A conversion or merger under this article does not

discharge any liability under Sections 38 and 58 of this act of a

Oklahoma Statutes - Title 54. Partnership Page 150

person that was a general partner in or dissociated as a general

partner from a converting or constituent limited partnership, but:

(1) the provisions of the Uniform Limited Partnership Act of

2010 pertaining to the collection or discharge of the liability

continue to apply to the liability;

(2) for the purposes of applying those provisions, the

converted or surviving organization is deemed to be the converting

or constituent limited partnership; and

(3) if a person is required to pay any amount under this

subsection:

(A) the person has a right of contribution from each other

person that was liable as a general partner under

Section 38 of this act when the obligation was

incurred and has not been released from the obligation

under Section 58 of this act; and

(B) the contribution due from each of those persons is in

proportion to the right to receive distributions in

the capacity of general partner in effect for each of

those persons when the obligation was incurred.

(b) In addition to any other liability provided by law:

(1) a person that immediately before a conversion or merger

became effective was a general partner in a converting or

constituent limited partnership that was not a limited liability

limited partnership is personally liable for each obligation of the

converted or surviving organization arising from a transaction with

a third party after the conversion or merger becomes effective, if,

at the time the third party enters into the transaction, the third

party:

(A) does not have notice of the conversion or merger; and

(B) reasonably believes that:

(i) the converted or surviving business is the

converting or constituent limited partnership;

(ii) the converting or constituent limited partnership

is not a limited liability limited partnership;

and

(iii) the person is a general partner in the converting

or constituent limited partnership; and

(2) a person that was dissociated as a general partner from a

converting or constituent limited partnership before the conversion

or merger became effective is personally liable for each obligation

of the converted or surviving organization arising from a

transaction with a third party after the conversion or merger

becomes effective, if:

(A) immediately before the conversion or merger became

effective the converting or surviving limited

partnership was not a limited liability limited

partnership; and

Oklahoma Statutes - Title 54. Partnership Page 151

(B) at the time the third party enters into the

transaction less than two (2) years have passed since

the person dissociated as a general partner and the

third party:

(i) does not have notice of the dissociation;

(ii) does not have notice of the conversion or merger;

and

(iii) reasonably believes that the converted or

surviving organization is the converting or

constituent limited partnership, the converting

or constituent limited partnership is not a

limited liability limited partnership, and the

person is a general partner in the converting or

constituent limited partnership.
Okla. Stat. tit. 54, § 54-500-1003A — OK Code / Title 54 / Section 54-500-1003A
Proper plaintiff
Status: in_force

PROPER PLAINTIFF.

A derivative action may be maintained only by a person that is a

partner at the time the action is commenced and:

(1) that was a partner when the conduct giving rise to the

action occurred; or

(2) whose status as a partner devolved upon the person by

operation of law or pursuant to the terms of the partnership

agreement from a person that was a partner at the time of the

conduct.

Oklahoma Statutes - Title 54. Partnership Page 140
Okla. Stat. tit. 54, § 54-500-501A — OK Code / Title 54 / Section 54-500-501A
Form of contribution
Status: in_force

FORM OF CONTRIBUTION.

A contribution of a partner may consist of tangible or

intangible property or other benefit to the limited partnership,

including money, services performed, promissory notes, other

agreements to contribute cash or property, and contracts for

services to be performed.
Okla. Stat. tit. 54, § 54-500-1102A — OK Code / Title 54 / Section 54-500-1102A
Conversion
Status: in_force

CONVERSION.

(a) An organization other than a limited partnership may

convert to a limited partnership, and a limited partnership may

convert to another organization pursuant to this section and

Sections 90 through 92 of this act 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; and

(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.
Okla. Stat. tit. 54, § 54-500-1001A — OK Code / Title 54 / Section 54-500-1001A
Direct action by partner
Status: in_force

DIRECT ACTION BY PARTNER.

(a) Subject to subsection (b) of this section, a partner may

maintain a direct action against the limited partnership or another

partner for legal or equitable relief, with or without an accounting

as to the partnership’s activities, to enforce the rights and

Oklahoma Statutes - Title 54. Partnership Page 139

otherwise protect the interests of the partner, including rights and

interests under the partnership agreement or the Uniform Limited

Partnership Act of 2010 or arising independently of the partnership

relationship.

(b) A partner commencing a direct action under this section is

required to plead and prove an actual or threatened injury that is

not solely the result of an injury suffered or threatened to be

suffered by the limited partnership.

(c) The accrual of, and any time limitation on, a right of

action for a remedy under this section is governed by other law. A

right to an accounting upon a dissolution and winding up does not

revive a claim barred by law.
Okla. Stat. tit. 54, § 54-1-1002 — OK Code / Title 54 / Section 54-1-1002
Name
Status: in_force

Name. The name of a limited liability partnership must end with

"Registered Limited Liability Partnership", "Limited Liability

Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
Okla. Stat. tit. 54, § 54-500-607A — OK Code / Title 54 / Section 54-500-607A
Liability to other persons of person dissociated as
Status: in_force

general partner.

LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL

PARTNER.

(a) A person’s dissociation as a general partner does not of

itself discharge the person’s liability as a general partner for an

obligation of the limited partnership incurred before dissociation.

Except as otherwise provided in subsections (b) and (c) of this

section, the person is not liable for a limited partnership’s

obligation incurred after dissociation.

(b) A person whose dissociation as a general partner resulted

in a dissolution and winding up of the limited partnership’s

activities is liable to the same extent as a general partner under

Section 38 of this act on an obligation incurred by the limited

partnership under Section 66 of this act.

(c) A person that has dissociated as a general partner but

whose dissociation did not result in a dissolution and winding up of

the limited partnership’s activities is liable on a transaction

entered into by the limited partnership after the dissociation only

if:

(1) a general partner would be liable on the transaction; and

(2) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner.

(d) By agreement with a creditor of a limited partnership and

the limited partnership, a person dissociated as a general partner

may be released from liability for an obligation of the limited

partnership.

(e) A person dissociated as a general partner is released from

liability for an obligation of the limited partnership if the

limited partnership’s creditor, with notice of the person’s

dissociation as a general partner but without the person’s consent,

agrees to a material alteration in the nature or time of payment of

the obligation.
Okla. Stat. tit. 54, § 54-84 — OK Code / Title 54 / Section 54-84
Amended certificate to be filed, when
Status: in_force

On every change in the members of a partnership transacting

business in this state under a fictitious name, or designation which

does not show the names of the persons interested as partners in the

business, an amended certificate must be filed with the Secretary of

State, stating the names in full of all of the current members of

Oklahoma Statutes - Title 54. Partnership Page 57

the partnership, their places of residence and mailing addresses and

the mailing address and physical office address of the partnership.

R.L. 1910, § 4472. Amended by Laws 1982, c. 82, § 3; Laws 1997, c.

399, § 67, eff. Nov. 1, 1997.
Okla. Stat. tit. 54, § 54-500-201A — OK Code / Title 54 / Section 54-500-201A
Formation of limited partnership - Certificate of
Status: in_force

limited partnership.

FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED

PARTNERSHIP.

(a) In order for a limited partnership to be formed, a

certificate of limited partnership must be delivered to the

Secretary of State for filing. The certificate must state:

(1) the name of the limited partnership, which must comply with

Section 8 of this act;

Oklahoma Statutes - Title 54. Partnership Page 91

(2) the street and mailing address of the initial designated

office and the name and street and mailing address of the initial

agent for service of process;

(3) the name and the street and mailing address of each general

partner;

(4) whether the limited partnership is a limited liability

limited partnership;

(5) the term of its duration if the duration is not to be

perpetual; and

(6) any additional information required by Article 11 of this

act.

(b) A certificate of limited partnership may also contain any

other matters but may not vary or otherwise affect the provisions

specified in subsection (b) of Section 10 of this act in a manner

inconsistent with that section.

(c) If there has been substantial compliance with subsection

(a) of this section, subject to subsection (c) of Section 24 of this

act, a limited partnership is formed when the Secretary of State

files the certificate of limited partnership.

(d) Subject to subsection (b) of this section, if any provision

of a partnership agreement is inconsistent with the filed

certificate of limited partnership or with a filed statement of

dissociation, cessation, or change or filed articles of conversion

or merger:

(1) the partnership agreement prevails as to partners and

transferees; and

(2) the filed certificate of limited partnership, statement of

dissociation, cessation, or change or articles of conversion or

merger prevail as to persons, other than partners and transferees,

that reasonably rely on the filed record to their detriment.
Okla. Stat. tit. 54, § 54-500-908A — OK Code / Title 54 / Section 54-500-908A
Action by Attorney General
Status: in_force

ACTION BY ATTORNEY GENERAL.

The Attorney General may maintain an action to restrain a

foreign limited partnership from transacting business in this state

in violation of this article.
Okla. Stat. tit. 54, § 54-1-601 — OK Code / Title 54 / Section 54-1-601
Events Causing Partner's Dissociation
Status: in_force

Events Causing Partner's Dissociation. A partner is dissociated

from a partnership upon the occurrence of any of the following

events:

(1) the partnership's having notice of the partner's express

will to withdraw as a partner or on a later date specified by the

partner;

(2) an event agreed to in the partnership agreement as causing

the partner's dissociation;

Oklahoma Statutes - Title 54. Partnership Page 31

(3) the partner's expulsion pursuant to the partnership

agreement;

(4) the partner's expulsion by the unanimous vote of the other

partners if:

(i) it is unlawful to carry on the partnership business

with that partner;

(ii) there has been a transfer of all or substantially all

of that partner's transferable interest in the

partnership, other than a transfer for security

purposes, or a court order charging the partner's

interest, which has not been foreclosed;

(iii) within ninety (90) days after the partnership notifies

a corporate partner that it will be expelled because

it has filed a certificate of dissolution or the

equivalent, its charter has been revoked, or its right

to conduct business has been suspended by the

jurisdiction of its incorporation, there is no

revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct

business; or

(iv) a partnership that is a partner has been dissolved and

its business is being wound up;

(5) on application by the partnership or another partner, the

partner's expulsion by judicial determination because:

(i) the partner engaged in wrongful conduct that adversely

and materially affected the partnership business;

(ii) the partner willfully or persistently committed a

material breach of the partnership agreement or of a

duty owed to the partnership or the other partners

under Section 25 of this act; or

(iii) the partner engaged in conduct relating to the

partnership business which makes it not reasonably

practicable to carry on the business in partnership

with the partner;

(6) the partner's:

(i) becoming a debtor in bankruptcy;

(ii) executing an assignment for the benefit of creditors;

(iii) seeking, consenting to, or acquiescing in the

appointment of a trustee, receiver, or liquidator of

that partner or of all or substantially all of that

partner's property; or

(iv) failing, within ninety (90) days after the

appointment, to have vacated or stayed the appointment

of a trustee, receiver, or liquidator of the partner

or of all or substantially all of the partner's

property obtained without the partner's consent or

acquiescence, or failing within ninety (90) days after

Oklahoma Statutes - Title 54. Partnership Page 32

the expiration of a stay to have the appointment

vacated;

(7) in the case of a partner who is an individual:

(i) the partner's death;

(ii) the appointment of a guardian or general conservator

for the partner; or

(iii) a judicial determination that the partner has

otherwise become incapable of performing the partner's

duties under the partnership agreement;

(8) in the case of a partner that is a trust or is acting as a

partner by virtue of being a trustee of a trust, distribution of the

trust's entire transferable interest in the partnership, but not

merely by reason of the substitution of a successor trustee;

(9) in the case of a partner that is an estate or is acting as

a partner by virtue of being a personal representative of an estate,

distribution of the estate's entire transferable interest in the

partnership, but not merely by reason of the substitution of a

successor personal representative; or

(10) termination of a partner who is not an individual,

partnership, corporation, trust, or estate.
Okla. Stat. tit. 54, § 54-81 — OK Code / Title 54 / Section 54-81
Certificate where fictitious name used - Filing -
Status: in_force

Exemption.

A. Except as otherwise provided by law, every partnership

transacting business in this state under a fictitious name, or a

designation not showing the names of the persons interested as

partners in the business, must file for recording with the Secretary

of State, a certificate, stating the names in full of all the

members of the partnership, their resident street addresses, the

state or other jurisdiction of its organization and the physical

office address of the partnership.

B. The provisions of subsection A of this section shall not

apply to partnerships or limited partnerships which are transacting

business under a name filed with the Secretary of State in

compliance with other law.

R.L. 1910, § 4469. Amended by Laws 1981, c. 252, § 1; Laws 1982, c.

82, § 1; Laws 1997, c. 399, § 65, eff. Nov. 1, 1997; Laws 2001, c.

406, § 20, emerg. eff. June 4, 2001.
Okla. Stat. tit. 54, § 54-500-301A — OK Code / Title 54 / Section 54-500-301A
Becoming limited partner
Status: in_force

Oklahoma Statutes - Title 54. Partnership Page 100

BECOMING LIMITED PARTNER.

A person becomes a limited partner:

(1) as provided in the partnership agreement;

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

this act; or

(3) with the consent of all the partners.
Okla. Stat. tit. 54, § 54-84.1 — OK Code / Title 54 / Section 54-84.1
Certificate of cancellation of fictitious name
Status: in_force

Whenever a partnership ceases to transact business in this state

under a fictitious name, it shall file a certificate of cancellation

of the fictitious name with the Secretary of State, signed by at

least two partners, and setting forth the names in full of all of

the current members of the partnership, their places of residence,

and mailing addresses.
Okla. Stat. tit. 54, § 54-1-1001 — OK Code / Title 54 / Section 54-1-1001
Nature and purpose - Statement of qualification
Status: in_force

Nature and Purpose; Statement of Qualification.

(a) A limited liability partnership is a partnership under the

laws of this state and may engage in any business in this state in

which a partnership may engage including, but not limited to, the

rendering of professional services as defined in paragraph 6 of

subsection A of Section 803 of Title 18 of the Oklahoma Statutes or

the rendering of related professional services as defined in

paragraph 7 of subsection A of Section 803 of Title 18 of the

Oklahoma Statutes.

(b) A partnership may become a limited liability partnership

pursuant to this section.

(c) The terms and conditions on which a partnership becomes a

limited liability partnership must be approved by the vote necessary

Oklahoma Statutes - Title 54. Partnership Page 49

to amend the partnership agreement except, in the case of a

partnership agreement that expressly considers obligations to

contribute to the partnership, by the vote necessary to amend those

provisions.

(d) After the approval required by subsection (c) of this

section, a partnership may become a limited liability partnership by

filing a statement of qualification with the Secretary of State.

The statement must contain:

(1) the name of the partnership;

(2) the street address of the partnership's chief executive

office and, if different, the street address of an office of the

partnership in this state, if any;

(3) if the partnership does not have an office in this state,

the name and street address of the partnership's agent for service

of process;

(4) a statement that the partnership elects to be a limited

liability partnership; and

(5) a deferred effective date, if any.

(e) The agent of a limited liability partnership for service of

process must be an individual resident of this state, a domestic

corporation, limited liability company, limited partnership, or

limited liability partnership; or a foreign corporation, limited

liability company, limited partnership, or limited liability

partnership having a place of business and authorized to do business

in this state.

(f) The status of a partnership as a limited liability

partnership is effective on the later of the filing of the statement

or a date specified in the statement. The status remains effective,

regardless of changes in the partnership, until it is canceled

pursuant to subsection (d) of Section 1-105 of this title. A

statement of dissolution filed under Section 1-805 of this title

effects a cancellation upon completion of the partnership’s winding

up. For purposes of this subsection (f) of this section only, the

winding up is presumed to be complete on the first anniversary of

the filing of the statement of dissolution, which may be rebutted by

the prior filing of a statement indicating that the partnership is

continuing.

(g) The status of a partnership as a limited liability

partnership and the liability of its partners is not affected by

errors or later changes in the information required to be contained

in the statement of qualification under subsection (c) of this

section.

(h) The filing of a statement of qualification establishes that

a partnership has satisfied all conditions precedent to the

qualification of the partnership as a limited liability partnership.

Oklahoma Statutes - Title 54. Partnership Page 50

(i) An amendment or cancellation of a statement of

qualification is effective when it is filed or on a deferred

effective date specified in the amendment or cancellation.
Okla. Stat. tit. 54, § 54-1-405 — OK Code / Title 54 / Section 54-1-405
Actions by Partnership and Partners
Status: in_force

Actions by Partnership and Partners. (a) A partnership may

maintain an action against a partner for a breach of the partnership

agreement, or for the violation of a duty to the partnership,

causing harm to the partnership.

(b) A partner may maintain an action against the partnership or

another partner for legal or equitable relief, with or without an

accounting as to partnership business, to:

(1) enforce the partner's rights under the partnership

agreement;

(2) enforce the partner's rights under this act, including:

(i) the partner's rights under Sections 22, 24, or 25 of

this act;

(ii) the partner's right on dissociation to have the

partner's interest in the partnership purchased

pursuant to Section 35 of this act or enforce any

other right under Article 6 or 7 of this act; or

(iii) the partner's right to compel a dissolution and

winding up of the partnership business under Section

40 of this act or enforce any other right under

Article 8 of this act; or

(3) enforce the rights and otherwise protect the interests of

the partner, including rights and interests arising independently of

the partnership relationship.

(c) The accrual of, and any time limitation on, a right of

action for a remedy under this section is governed by other law. A

right to an accounting upon a dissolution and winding up does not

revive a claim barred by law.
Okla. Stat. tit. 54, § 54-500-505A — OK Code / Title 54 / Section 54-500-505A
No distribution on account of dissociation
Status: in_force

NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION.

A person does not have a right to receive a distribution on

account of dissociation.
Okla. Stat. tit. 54, § 54-500-403A — OK Code / Title 54 / Section 54-500-403A
Limited partnership liable for general partner's
Status: in_force

actionable conduct.

Oklahoma Statutes - Title 54. Partnership Page 105

LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER’S ACTIONABLE

CONDUCT.

(a) A limited 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 general partner

acting in the ordinary course of activities of the limited

partnership or with authority of the limited partnership.

(b) If, in the course of the limited partnership’s activities

or while acting with authority of the limited partnership, a general

partner receives or causes the limited partnership to receive money

or property of a person not a partner, and the money or property is

misapplied by a general partner, the limited partnership is liable

for the loss.
Okla. Stat. tit. 54, § 54-500-507A — OK Code / Title 54 / Section 54-500-507A
Right to distribution
Status: in_force

RIGHT TO DISTRIBUTION.

When a partner or transferee becomes entitled to receive a

distribution, the partner or transferee has the status of, and is

entitled to all remedies available to, a creditor of the limited

partnership with respect to the distribution. However, the limited

partnership’s obligation to make a distribution is subject to offset

for any amount owed to the limited partnership by the partner or

dissociated partner on whose account the distribution is made.
Okla. Stat. tit. 54, § 54-1-905 — OK Code / Title 54 / Section 54-1-905
Merger of Partnerships
Status: in_force

Merger of Partnerships. (a) Pursuant to a plan of merger

approved as provided in subsection (c) of this section, a

partnership may be merged with one or more partnerships or limited

partnerships.

(b) The plan of merger must set forth:

(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 partnerships will merge;

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

partnership and the status of each partner;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting the interests of each

party to the merger into interests or obligations of the surviving

entity, or into money or other property in whole or part; and

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

executive office.

(c) The plan of merger must be approved:

(1) in the case of a partnership that is a party to the merger,

by all of the partners, or a number or percentage specified for

merger in the partnership agreement; and

(2) in the case of a limited partnership that is a party to the

merger, by the vote required for approval of a merger by the law of

the state or foreign jurisdiction in which the limited partnership

is organized and, in the absence of such a specifically applicable

law, by all of the partners, notwithstanding a provision to the

contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger

takes effect, the plan may be amended or abandoned as provided in

the plan.

(e) The merger takes effect on the later of:

(1) the approval of the plan of merger by all parties to the

merger, as provided in subsection (c) of this section;

(2) the filing of all documents required by law to be filed as

a condition to the effectiveness of the merger; or

(3) any effective date specified in the plan of merger.
Okla. Stat. tit. 54, § 54-500-1103A — OK Code / Title 54 / Section 54-500-1103A
Action on plan of conversion by converting limited
Status: in_force

partnership.

ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP.

(a) Subject to Section 97 of this act and unless the limited

partnership’s partnership agreement otherwise provides, a plan of

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

limited partnership.

(b) Subject to Section 97 of this act and any contractual

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

filing is made under Section 91 of this act, a converting limited

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.
Okla. Stat. tit. 54, § 54-500-102A — OK Code / Title 54 / Section 54-500-102A
Definitions
Status: in_force

DEFINITIONS.

In the Uniform Limited Partnership Act of 2010:

(1) “Certificate of limited partnership” means the certificate

required by Section 19 of this act. The term includes the

certificate as amended or restated.

(2) “Contribution”, except in the phrase “right of

contribution”, means any benefit provided by a person to a limited

partnership in order to become a partner or in the person’s capacity

as a partner.

(3) “Debtor in bankruptcy” means a person that is the subject

of:

(A) an order for relief under Title 11 of the United

States Code or a comparable order under a successor

statute of general application; or

(B) a comparable order under federal, state, or foreign

law governing insolvency.

(4) “Designated office” means:

(A) with respect to a limited partnership, the office that

the limited partnership is required to designate and

maintain under Section 14 of this act; and

(B) with respect to a foreign limited partnership, its

principal office.

(5) “Distribution” means a transfer of money or other property

from a limited partnership to a partner in the partner’s capacity as

a partner or to a transferee on account of a transferable interest

owned by the transferee.

(6) “Foreign limited liability limited partnership” means a

foreign limited partnership whose general partners have limited

liability for the obligations of the foreign limited partnership

under a provision similar to subsection (c) of Section 38 of this

act.

(7) “Foreign limited partnership” means a partnership formed

under the laws of a jurisdiction other than this state and required

by those laws to have one or more general partners and one or more

limited partners. The term includes a foreign limited liability

limited partnership.

(8) “General partner” means:

(A) with respect to a limited partnership, a person that:

(i) becomes a general partner under Section 35 of

this act; or

Oklahoma Statutes - Title 54. Partnership Page 78

(ii) was a general partner in a limited partnership

when the limited partnership became subject to

the Uniform Limited Partnership Act of 2010 under

subsection (a) or (b) of Section 103 of this act;

and

(B) with respect to a foreign limited partnership, a

person that has rights, powers, and obligations

similar to those of a general partner in a limited

partnership.

(9) “Limited liability limited partnership”, except in the

phrase “foreign limited liability limited partnership”, means a

limited partnership whose certificate of limited partnership states

that the limited partnership is a limited liability limited

partnership.

(10) “Limited partner” means:

(A) with respect to a limited partnership, a person that:

(i) becomes a limited partner under Section 29 of

this act; or

(ii) was a limited partner in a limited partnership

when the limited partnership became subject to

the Uniform Limited Partnership Act of 2010 under

subsection (a) or (b) of Section 103 of this act;

and

(B) with respect to a foreign limited partnership, a

person that has rights, powers, and obligations

similar to those of a limited partner in a limited

partnership.

(11) “Limited partnership”, except in the phrases “foreign

limited partnership” and “foreign limited liability limited

partnership”, means an entity, having one or more general partners

and one or more limited partners, which is formed under the Uniform

Limited Partnership Act of 2010 by two or more persons or becomes

subject to the Uniform Limited Partnership Act of 2010 under Article

11 of this act or subsection (a) or (b) of Section 106 of this act.

The term includes a limited liability limited partnership.

(12) “Partner” means a limited partner or general partner.

(13) “Partnership agreement” means the partners’ agreement,

whether oral, implied, in a record, or in any combination,

concerning the limited partnership. The term includes the agreement

as amended.

(14) “Person” means an individual; corporation; business trust;

estate; trust; partnership; limited liability company; association;

joint venture; government; governmental subdivision, agency, or

instrumentality; public corporation; or any other legal or

commercial entity.

(15) “Person dissociated as a general partner” means a person

dissociated as a general partner of a limited partnership.

Oklahoma Statutes - Title 54. Partnership Page 79

(16) “Principal office” means the office where the principal

executive office of a limited partnership or foreign limited

partnership is located, whether or not the office is located in this

state.

(17) “Record” means information that is inscribed on a tangible

medium or that is stored in an electronic or other medium and is

retrievable in perceivable form.

(18) “Required information” means the information that a

limited partnership is required to maintain under Section 11 of this

act.

(19) “Sign” means:

(A) to execute or adopt a tangible symbol with the present

intent to authenticate a record; or

(B) to attach or logically associate an electronic symbol,

sound, or process to or with a record with the present

intent to authenticate the record.

(20) “State” means a state of the United States, the District

of Columbia, Puerto Rico, the United States Virgin Islands, or any

territory or insular possession subject to the jurisdiction of the

United States.

(21) “Transfer” includes an assignment, conveyance, deed, bill

of sale, lease, mortgage, security interest, encumbrance, gift, and

transfer by operation of law.

(22) “Transferable interest” means a partner’s right to receive

distributions.

(23) “Transferee” means a person to which all or part of a

transferable interest has been transferred, whether or not the

transferor is a partner.
Okla. Stat. tit. 54, § 54-500-810A — OK Code / Title 54 / Section 54-500-810A
Reinstatement after cessation of good standing
Status: in_force

REINSTATEMENT AFTER CESSATION OF GOOD STANDING.

(a) A limited partnership that has ceased to be in good

standing may apply to the Secretary of State for reinstatement after

the date it ceased to be in good standing. The application must be

delivered to the Secretary of State for filing and state:

(1) the name of the limited partnership and the date it ceased

to be in good standing;

(2) that the grounds for cessation of good standing either did

not exist or have been eliminated; and

(3) that the limited partnership’s name satisfies the

requirements of Section 8 of this act.

If the limited partnership ceased to be in good standing because

it failed to file an annual certificate or pay a required fee, the

application shall be accompanied with the submission of all

delinquent annual certificates and payment of all delinquent fees.

(b) If the Secretary of State determines that an application

contains the information required by subsection (a) of this section,

the application is accompanied by all required certificates and

fees, the name satisfies the requirements of Section 8 of this act,

and that the information is correct, the Secretary of State shall

accept the application for reinstatement and issue a certificate of

Oklahoma Statutes - Title 54. Partnership Page 132

reinstatement. The application for reinstatement may be accompanied

by an amendment to the limited partnership’s certificate of limited

partnership. If the limited partnership is required to change its

name because its name at the time it ceased to be in good standing

is no longer available, the application for reinstatement must be

accompanied by an amendment to the limited partnership’s certificate

of limited partnership changing its name. Any amendment is subject

to the payment of the additional fee required in Section 24 of this

act for amendments.

(c) When reinstatement becomes effective, it relates back to

and takes effect as of the date the limited partnership ceased to be

in good standing and the limited partnership may resume its

activities as if the cessation of good standing had never occurred.
Okla. Stat. tit. 54, § 54-1-705 — OK Code / Title 54 / Section 54-1-705
Continued Use of Partnership Name
Status: in_force

Continued Use of Partnership Name. Continued use of a

partnership name, or a dissociated partner's name as part thereof,

by partners continuing the business does not of itself make the

dissociated partner liable for an obligation of the partners or the

partnership continuing the business.
Okla. Stat. tit. 54, § 54-1-101 — OK Code / Title 54 / Section 54-1-101
Definitions
Status: in_force

Definitions.

As used in this act:

(1) "Business" includes every trade, occupation, and

profession.

(2) "Debtor in bankruptcy" means a person who is the subject

of:

(i) an order for relief under Title 11 of the United

States Code or a comparable order under a successor

statute of general application; or

(ii) a comparable order under federal, state, or foreign

law governing insolvency.

(3) "Distribution" means a transfer of money or other property

from a partnership to a partner in the partner's capacity as a

partner or to the partner's transferee.

(4) "Foreign limited liability partnership" means a partnership

that:

(i) is formed under laws other than the laws of this

state; and

(ii) has the status of a limited liability partnership

under those laws.

(5) "Limited liability partnership" means a partnership that

has filed a statement of qualification under Section 55 of this act

and does not have a similar statement in effect in any other

jurisdiction.

(6) "Partnership" means an association of two or more persons

to carry on as co-owners a business for profit formed under Section

10 of this act, predecessor law, or comparable law of another

jurisdiction.

(7) "Partnership agreement" means the agreement, whether

written, oral, or implied, among the partners concerning the

partnership, including amendments to the partnership agreement; and

a partnership agreement binds a partner of a partnership or a

transferee of an economic interest regardless of whether the partner

or transferee executes the partnership agreement.

Oklahoma Statutes - Title 54. Partnership Page 11

(8) "Partnership at will" means a partnership in which the

partners have not agreed to remain partners until the expiration of

a definite term or the completion of a particular undertaking.

(9) "Partnership interest" or "partner's interest in the

partnership" means all of a partner's interests in the partnership,

including the partner's transferable interest and all management and

other rights.

(10) "Person" means an individual, corporation, business trust,

estate, trust, partnership, association, joint venture, limited

liability company, government, governmental subdivision, agency, or

instrumentality, or any other legal or commercial entity.

(11) "Property" means all property, real, personal, or mixed,

tangible or intangible, or any interest therein.

(12) "State" means a state of the United States, the District

of Columbia, the Commonwealth of Puerto Rico, or any territory or

insular possession subject to the jurisdiction of the United States.

(13) "Statement" means a statement of partnership authority

under Section 15 of this act, a statement of denial under Section 16

of this act, a statement of dissociation under Section 38 of this

act, a statement of dissolution under Section 44 of this act, a

statement of merger under Section 53 of this act, a statement of

qualification under Section 55 of this act, a statement of foreign

qualification under Section 58 of this act, or an amendment or

cancellation of any of the foregoing.

(14) "Transfer" includes an assignment, conveyance, lease,

mortgage, deed, and encumbrance.
Okla. Stat. tit. 54, § 54-1-105 — OK Code / Title 54 / Section 54-1-105
Execution, filing, and recording of statements
Status: reserved

Execution, Filing, and Recording of Statements.

(a) A statement may be filed in the office of the Secretary of

State. A certified copy of a statement that is filed in an office

in another state may be filed in the office of the Secretary of

State. Either filing has the effect provided in this act with

respect to partnership property located in or transactions that

occur in this state.

(b) A certified copy of a statement that has been filed in the

office of the Secretary of State and recorded in the office for

recording transfers of real property has the effect provided for

recorded statements in this act. A recorded statement that is not a

certified copy of a statement filed in the office of the Secretary

Oklahoma Statutes - Title 54. Partnership Page 14

of State does not have the effect provided for recorded statements

in this act.

(c) A statement filed by a partnership must be executed by at

least two partners. Other statements must be executed by a partner

or other person authorized by this act. An individual who executes

a statement as, or on behalf of, a partner or other person named as

a partner in a statement shall personally declare under penalty of

perjury that the contents of the statement are accurate.

(d) A person authorized by this act to file a statement may

amend or cancel the statement by filing an amendment or cancellation

that names the partnership, identifies the statement, and states the

substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section

shall promptly send a copy of the statement to every nonfiling

partner and to any other person named as a partner in the statement.

Failure to send a copy of a statement to a partner or other person

does not limit the effectiveness of the statement as to a person not

a partner.

(f) The county clerk recording transfers of real property may

collect a fee for recording a statement.

(g) The Secretary of State shall charge and collect the

following fees:

(1) for filing a statement, a fee of One Hundred Dollars

($100.00);

(2) for filing an amendment, cancellation, or dissolution, a

fee of Fifty Dollars ($50.00);

(3) for filing a statement of denial, a fee of Twenty-five

Dollars ($25.00);

(4) for filing a statement of disassociation, a fee of Twenty-

five Dollars ($25.00);

(5) for filing a statement of change of agent or office,

resignation of agent, or change of chief executive office, a fee of

Twenty-five Dollars ($25.00);

(6) for filing a change of address for any individual or other

person authorized to do business in this state designated by a

partnership as its registered agent for service of process, or the

change of name or the resignation of a registered agent, a fee of

Twenty-five Dollars ($25.00) for the first forty partnerships and

Five Dollars ($5.00) for each additional partnership within any bulk

filing;

(7) for filing a statement of conversion, a fee of One Hundred

Dollars ($100.00);

(8) for filing a statement of merger, a fee of One Hundred

Dollars ($100.00); and

(9) for filing a fictitious name certificate, a fee of Fifty

Dollars ($50.00), and for an amendment to the certificate, a fee of

Twenty-five Dollars ($25.00).

Oklahoma Statutes - Title 54. Partnership Page 15

(h) A partnership name filed in a statement pursuant to this

act may not be the same as or indistinguishable from the name of any

other partnership, corporation, limited liability company or limited

partnership, trade name or fictitious name, or other name reserved

with or on file with the Secretary of State.

(i) The provisions of subparagraph h of this paragraph shall

not apply if one of the following is filed with the Secretary of

State:

(1) the written consent of the other partnership, corporation,

limited liability company, limited partnership, or holder of the

trade name, fictitious name or other reserved name to use the same

or indistinguishable name with the addition of one or more words,

numerals, numbers or letters to make that name distinguishable upon

the records of the Secretary of State, except that the addition of

words, numerals, numbers or letters to make the name distinguishable

shall not be required where such written consent states that the

consenting entity is about to change its name, cease to do business,

withdraw from the state or be wound up, or

(2) a certified copy of a final decree of a court of competent

jurisdiction establishing the prior right of such partnership or

holder of partnership name to the use of such name in this state.

(j) Any signature on any instrument authorized to be filed with

the Secretary of State under any provision of this act may be by

facsimile.
Okla. Stat. tit. 54, § 54-500-206A — OK Code / Title 54 / Section 54-500-206A
Delivery to and filing of records by Secretary of
Status: in_force

State - Effective time and date - Fees.

DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE;

EFFECTIVE TIME AND DATE; FEES.

(a) A record authorized or required to be delivered to the

Secretary of State for filing under the Uniform Limited Partnership

Act of 2010 must be captioned to describe the record’s purpose, be

in a medium permitted by the Secretary of State, and be delivered to

the Secretary of State. Unless the Secretary of State determines

that a record does not comply with the filing requirements of the

Uniform Limited Partnership Act of 2010, and if all filing fees have

been paid, the Secretary of State shall file the record and provide

a filed stamped copy of the record to the person filing the record

or the person’s representative.

(b) Except as otherwise provided in Sections 16 and 25 of this

act, a record delivered to the Secretary of State for filing under

the Uniform Limited Partnership Act of 2010 may specify an effective

time and a delayed effective date. Except as otherwise provided in

the Uniform Limited Partnership Act of 2010, a record filed by the

Secretary of State is effective:

(1) if the record does not specify an effective time and does

not specify a delayed effective date, on the date and at the time

the record is filed as evidenced by the Secretary of State’s

endorsement of the date and time on the record;

(2) if the record specifies an effective time but not a delayed

effective date, on the date the record is filed at the time

specified in the record;

(3) if the record specifies a delayed effective date but not an

effective time, at 12:01 a.m. on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed; or

(4) if the record specifies an effective time and a delayed

effective date, at the specified time on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed.

Oklahoma Statutes - Title 54. Partnership Page 96

(c) The following fees shall be paid to the Secretary of State:

(1) for filing a certificate of limited partnership, a fee of

One Hundred Dollars ($100.00);

(2) for filing an amendment to a certificate of limited

partnership or a statement of cessation, a fee of Fifty Dollars

($50.00);

(3) for filing articles of merger or conversion, a fee of One

Hundred Dollars ($100.00);

(4) for filing a statement of change of a designated office,

agent for service of process, or the address of an agent for service

of process or a statement of resignation of registered agent, a fee

of Twenty-five Dollars ($25.00);

(5) for filing a name reservation or notice of transfer, a fee

of Ten Dollars ($10.00);

(6) for filing an application for certificate of authority, a

fee of Three Hundred Dollars ($300.00);

(7) for filing an amendment to or notice of cancellation of a

certificate of authority, a fee of One Hundred Dollars ($100.00);

(8) for filing an annual certificate, a fee of Fifty Dollars

($50.00);

(9) for issuing certificates of good standing, a fee of Twenty

Dollars ($20.00);

(10) for acting as registered agent, a fee of One Hundred

Dollars ($100.00) which is payable on July 1 of each year to the

Secretary of State for deposit into the General Revenue Fund of the

State Treasury; and

(11) for filing of any other certificate, statement, notice or

other document for which a fee is not otherwise specified under the

Uniform Limited Partnership Act of 2010, a fee of Fifty Dollars

($50.00).
Okla. Stat. tit. 54, § 54-1-801 — OK Code / Title 54 / Section 54-1-801
Events Causing Dissolution and Winding Up of Partnership
Status: in_force

Business.

Oklahoma Statutes - Title 54. Partnership Page 37

Events Causing Dissolution and Winding Up of Partnership

Business. A partnership is dissolved, and its business must be

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

(1) in a partnership at will, the partnership's having notice

from a partner, other than a partner who is dissociated under

paragraphs (2) through (10) of Section 32 of this act, of that

partner's express will to withdraw as a partner, or on a later date

specified by the partner;

(2) in a partnership for a definite term or particular

undertaking:

(i) within ninety (90) days after a partner's dissociation

by death or otherwise under paragraphs (6) through

(10) of Section 32 of this act or wrongful

dissociation under subsection (b) of Section 33 of

this act, the express will of at least half of the

remaining partners to wind up the partnership business

for which purpose a partner's rightful dissociation

pursuant to subparagraph (i) of paragraph (2) of

subsection (b) of Section 33 of this act constitutes

the expression of that partner's will to wind up the

partnership business;

(ii) the express will of all of the partners to wind up the

partnership business; or

(iii) the expiration of the term or the completion of the

undertaking;

(3) an event agreed to in the partnership agreement resulting

in the winding up of the partnership business;

(4) an event that makes it unlawful for all or substantially

all of the business of the partnership to be continued, but a cure

of illegality within ninety (90) days after notice to the

partnership of the event is effective retroactively to the date of

the event for purposes of this section;

(5) on application by a partner, a judicial determination that:

(i) the economic purpose of the partnership is likely to

be unreasonably frustrated;

(ii) another partner has engaged in conduct relating to the

partnership business which makes it not reasonably

practicable to carry on the business in partnership

with that partner; or

(iii) it is not otherwise reasonably practicable to carry on

the partnership business in conformity with the

partnership agreement; or

(6) on application by a transferee of a partner's transferable

interest, a judicial determination that it is equitable to wind up

the partnership business:

(i) after the expiration of the term or completion of the

undertaking, if the partnership was for a definite

Oklahoma Statutes - Title 54. Partnership Page 38

term or particular undertaking at the time of the

transfer or entry of the charging order that gave rise

to the transfer; or

(ii) at any time, if the partnership was a partnership at

will at the time of the transfer or entry of the

charging order that gave rise to the transfer.
Okla. Stat. tit. 54, § 54-1-603 — OK Code / Title 54 / Section 54-1-603
Effect of Partner's Dissociation
Status: in_force

Effect of Partner's Dissociation. (a) If a partner's

dissociation results in a dissolution and winding up of the

partnership business, Article 8 of this act applies; otherwise,

Article 7 of this act applies.

(b) Upon a partner's dissociation:

(1) the partner's right to participate in the management and

conduct of the partnership business terminates, except as otherwise

provided in Section 42 of this act;

(2) the partner's duty of loyalty under paragraph (3) of

subsection (b) of Section 25 of this act terminates; and

(3) the partner's duty of loyalty under paragraphs (1) and (2)

of subsection (b) of Section 25 of this act and duty of care under

subsection (c) of Section 25 of this act continue only with regard

to matters arising and events occurring before the partner's

dissociation, unless the partner participates in winding up the

partnership's business pursuant to Section 42 of this act.
Okla. Stat. tit. 54, § 54-500-204A — OK Code / Title 54 / Section 54-500-204A
Signing of records
Status: in_force

SIGNING OF RECORDS.

(a) Each record delivered to the Secretary of State for filing

pursuant to the Uniform Limited Partnership Act of 2010 must be

signed in the following manner:

(1) An initial certificate of limited partnership must be

signed by all general partners listed in the certificate of limited

partnership.

(2) An amendment adding or deleting a statement that the

limited partnership is a limited liability limited partnership must

be signed by all general partners listed in the certificate of

limited partnership.

(3) An amendment designating as general partner a person

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

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

general partner must be signed by that person.

(4) An amendment required by subsection (c) of Section 65 of

this act following the appointment of a person to wind up the

dissolved limited partnership’s activities must be signed by that

person.

(5) Any other amendment must be signed by:

(A) at least one general partner listed in the

certificate;

(B) each other person designated in the amendment as a new

general partner; and

(C) each person that the amendment indicates has

dissociated as a general partner, unless:

(i) the person is deceased or a guardian or general

conservator has been appointed for the person and

the amendment so states; or

(ii) the person has previously delivered to the

Secretary of State for filing a statement of

dissociation.

(6) A restated certificate of limited partnership must be

signed by at least one general partner listed in the certificate,

and, to the extent the restated certificate effects a change under

Oklahoma Statutes - Title 54. Partnership Page 94

any other paragraph of this subsection, the certificate must be

signed in a manner that satisfies that paragraph.

(7) A statement of cessation must be signed by all general

partners listed in the certificate or, if the certificate of a

dissolved limited partnership lists no general partners, by the

person appointed pursuant to subsection (c) or (d) of Section 65 of

this act to wind up the dissolved limited partnership’s activities.

(8) Articles of conversion must be signed by each general

partner listed in the certificate of limited partnership.

(9) Articles of merger must be signed as provided in subsection

(a) of Section 95 of this act.

(10) Any other record delivered on behalf of a limited

partnership to the Secretary of State for filing must be signed by

at least one general partner listed in the certificate.

(11) A statement by a person pursuant to paragraph (4) of

subsection (a) of Section 56 of this act stating that the person has

dissociated as a general partner must be signed by that person.

(12) A record delivered on behalf of a foreign limited

partnership to the Secretary of State for filing must be signed by

at least one general partner of the foreign limited partnership.

(13) Any other record delivered on behalf of any person to the

Secretary of State for filing must be signed by that person.

(b) Any person may sign by an attorney in fact any record to be

filed pursuant to the Uniform Limited Partnership Act of 2010.
Okla. Stat. tit. 54, § 54-500-302A — OK Code / Title 54 / Section 54-500-302A
No right or power as limited partner to bind limited
Status: in_force

partnership.

NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED

PARTNERSHIP.

A limited partner does not have the right or the power as a

limited partner to act for or bind the limited partnership.
Okla. Stat. tit. 54, § 54-1-1207 — OK Code / Title 54 / Section 54-1-1207
Savings Clause
Status: in_force

Savings Clause. This act does not affect an action or

proceeding commenced or right accrued before this act takes effect.
Okla. Stat. tit. 54, § 54-1-307 — OK Code / Title 54 / Section 54-1-307
Actions By and Against Partnership and Partners
Status: in_force

Actions By and Against Partnership and Partners. (a) A

partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, to

the extent not inconsistent with Section 18 of this act, any or all

of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a

judgment against a partner. A judgment against a partnership may

not be satisfied from a partner's assets unless there is also a

judgment against the partner.

(d) A judgment creditor of a partner may not levy execution

against the assets of the partner to satisfy a judgment based on a

claim against the partnership unless the partner is personally

liable for the claim under Section 18 of this act and:

(1) a judgment based on the same claim has been obtained

against the partnership and a writ of execution on the judgment has

been returned unsatisfied in whole or in part;

(2) the partnership is a debtor in bankruptcy;

(3) the partner has agreed that the creditor need not exhaust

partnership assets;

(4) a court grants permission to the judgment creditor to levy

execution against the assets of a partner based on a finding that

partnership assets subject to execution are clearly insufficient to

satisfy the judgment, that exhaustion of partnership assets is

excessively burdensome, or that the grant of permission is an

appropriate exercise of the court's equitable powers; or

(5) liability is imposed on the partner by law or contract

independent of the existence of the partnership.

Oklahoma Statutes - Title 54. Partnership Page 22

(e) This section applies to any partnership liability or

obligation resulting from a representation by a partner or purported

partner under Section 20 of this act.
Okla. Stat. tit. 54, § 54-1-1206 — OK Code / Title 54 / Section 54-1-1206
Applicability
Status: in_force

Applicability. (a) Before November 1, 1998, the Oklahoma

Revised Uniform Partnership Act governs only:

(1) a partnership or limited liability partnership formed on or

after November 1, 1997, unless that partnership or limited liability

partnership is continuing the business of a dissolved partnership or

limited liability partnership; and

Oklahoma Statutes - Title 54. Partnership Page 53

(2) a partnership or limited liability partnership formed

before November 1, 1997, that elects, as provided by subsection (c)

of this section, to be governed by the Oklahoma Revised Uniform

Partnership Act.

(b) On and after November 1, 1998, the Oklahoma Revised Uniform

Partnership Act governs all partnerships and limited liability

partnerships.

(c) Before November 1, 1998, a partnership or limited liability

partnership voluntarily may elect, in the manner provided in its

partnership agreement or by law for amending the partnership

agreement, to be governed by the Oklahoma Revised Uniform

Partnership Act. The provisions of the Oklahoma Revised Uniform

Partnership Act relating to the liability of the partnership's

partners to third parties apply to limit those partners' liability

to a third party who had done business with the partnership or

limited liability partnership within one (1) year preceding the

election to be governed by the Oklahoma Revised Uniform Partnership

Act only if the third party knows or has received a notification of

the election to be governed by the Oklahoma Revised Uniform

Partnership Act.

(d) Before November 1, 1998, a partnership or limited liability

partnership continues to be governed by the law in effect prior to

November 1, 1997.
Okla. Stat. tit. 54, § 54-1-703 — OK Code / Title 54 / Section 54-1-703
Dissociated Partner's Liability to Other Persons
Status: in_force

Dissociated Partner's Liability to Other Persons. (a) A

partner's dissociation does not of itself discharge the partner's

liability for a partnership obligation incurred before dissociation.

A dissociated partner is not liable for a partnership obligation

incurred after dissociation, except as otherwise provided in

subsection (b) of this section.

(b) A partner who dissociates without resulting in a

dissolution and winding up of the partnership business is liable as

a partner to the other party in a transaction entered into by the

Oklahoma Statutes - Title 54. Partnership Page 36

partnership, or a surviving partnership under Article 9 of this act,

within two (2) years after the partner's dissociation, only if the

partner is liable for the obligation under Section 18 of this act

and at the time of entering into the transaction the other party:

(1) reasonably believed that the dissociated partner was then a

partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under subsection (e) of

Section 15 of this act or notice under subsection (c) of Section 38

of this act.

(c) By agreement with the partnership creditor and the partners

continuing the business, a dissociated partner may be released from

liability for a partnership obligation.

(d) A dissociated partner is released from liability for a

partnership obligation if a partnership creditor, with notice of the

partner's dissociation but without the partner's consent, agrees to

a material alteration in the nature or time of payment of a

partnership obligation.
Okla. Stat. tit. 54, § 54-500-603A — OK Code / Title 54 / Section 54-500-603A
Dissociation as general partner
Status: in_force

DISSOCIATION AS GENERAL PARTNER.

A person is dissociated from a limited partnership as a general

partner upon the occurrence of any of the following events:

(1) the limited partnership’s having notice of the person’s

express will to withdraw as a general partner or on a later date

specified by the person;

(2) an event agreed to in the partnership agreement as causing

the person’s dissociation as a general partner;

(3) the person’s expulsion as a general partner pursuant to the

partnership agreement;

(4) the person’s expulsion as a general partner by the

unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership’s

activities with the person as a general partner;

Oklahoma Statutes - Title 54. Partnership Page 117

(B) there has been a transfer of all or substantially all

of the person’s transferable interest in the limited

partnership, other than a transfer for security

purposes, or a court order charging the person’s

interest, which has not been foreclosed;

(C) the person is a corporation and, within ninety (90)

days after the limited partnership notifies the person

that it will be expelled as a general partner because

it has filed a certificate of dissolution or the

equivalent, its charter has been revoked, or its right

to conduct business has been suspended by the

jurisdiction of its incorporation, there is no

revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct

business; or

(D) the person is a limited liability company or

partnership that has been dissolved and whose business

is being wound up;

(5) on application by the limited partnership, the person’s

expulsion as a general partner by judicial determination because:

(A) the person engaged in wrongful conduct that adversely

and materially affected the limited partnership

activities;

(B) the person willfully or persistently committed a

material breach of the partnership agreement or of a

duty owed to the partnership or the other partners

under Section 42 of this act; or

(C) the person engaged in conduct relating to the limited

partnership’s activities which makes it not reasonably

practicable to carry on the activities of the limited

partnership with the person as a general partner;

(6) the person’s:

(A) becoming a debtor in bankruptcy;

(B) execution of an assignment for the benefit of

creditors;

(C) seeking, consenting to, or acquiescing in the

appointment of a trustee, receiver, or liquidator of

the person or of all or substantially all of the

person’s property; or

(D) failure, within ninety (90) days after the

appointment, to have vacated or stayed the appointment

of a trustee, receiver, or liquidator of the general

partner or of all or substantially all of the person’s

property obtained without the person’s consent or

acquiescence, or failing within ninety (90) days after

the expiration of a stay to have the appointment

vacated;

Oklahoma Statutes - Title 54. Partnership Page 118

(7) in the case of a person who is an individual:

(A) the person’s death;

(B) the appointment of a guardian or general conservator

for the person; or

(C) a judicial determination that the person has otherwise

become incapable of performing the person’s duties as

a general partner under the partnership agreement;

(8) in the case of a person that is a trust or is acting as a

general partner by virtue of being a trustee of a trust,

distribution of the trust’s entire transferable interest in the

limited partnership, but not merely by reason of the substitution of

a successor trustee;

(9) in the case of a person that is an estate or is acting as a

general partner by virtue of being a personal representative of an

estate, distribution of the estate’s entire transferable interest in

the limited partnership, but not merely by reason of the

substitution of a successor personal representative;

(10) termination of a general partner that is not an

individual, partnership, limited liability company, corporation,

trust, or estate; or

(11) the limited partnership’s participation in a conversion or

merger under Article 11 of this act, if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result

of the conversion or merger, the person ceases to be a

general partner.
Okla. Stat. tit. 54, § 54-1-1102 — OK Code / Title 54 / Section 54-1-1102
Statement Of Foreign Qualification
Status: in_force

Statement Of Foreign Qualification. (a) Before transacting

business in this state, a foreign limited liability partnership must

file a statement of foreign qualification. The statement must

contain:

(1) the name of the foreign limited liability partnership which

satisfies the requirements of the state or other jurisdiction under

whose law it is formed and, if different from the legal name of the

partnership, the name under which the partnership will conduct

business ending with "Registered Limited Liability Partnership",

"Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or

"LLP";

(2) the street address of the partnership's chief executive

office and, if different, the street address of an office of the

partnership in this state, if any;

Oklahoma Statutes - Title 54. Partnership Page 51

(3) if there is no office of the partnership in this state, the

name and street address of the partnership's agent for service of

process; and

(4) a deferred effective date, if any.

(b) The agent of a foreign limited liability company for

service of process must be an individual who is a resident of this

state or other person authorized to do business in this state.

(c) The status of a partnership as a foreign limited liability

partnership is effective on the later of the filing of the statement

of foreign qualification or a date specified in the statement. The

status remains effective, regardless of changes in the partnership,

until it is canceled pursuant to subsection (d) of Section 6 of this

act.

(d) An amendment or cancellation of a statement of foreign

qualification is effective when it is filed or on a deferred

effective date specified in the amendment or cancellation.
Okla. Stat. tit. 54, § 54-500-105A — OK Code / Title 54 / Section 54-500-105A
Powers
Status: in_force

POWERS.

A limited partnership has the powers to do all things necessary

or convenient to carry on its activities, including the power to

sue, be sued, and defend in its own name and to maintain an action

against a partner for harm caused to the limited partnership by a

breach of the partnership agreement or violation of a duty to the

partnership.
Okla. Stat. tit. 54, § 54-1-301 — OK Code / Title 54 / Section 54-1-301
Partner Agent of Partnership
Status: in_force

Partner Agent of Partnership. Subject to the effect of a

statement of partnership authority under Section 15 of this act:

(1) Each partner is an agent of the partnership for the purpose

of its business. An act of a partner, including the execution of an

instrument in the partnership name, for apparently carrying on in

the ordinary course the partnership business or business of the kind

carried on by the partnership binds the partnership, unless the

partner had no authority to act for the partnership in the

particular matter and the person with whom the partner was dealing

knew or had received a notification that the partner lacked

authority.

(2) An act of a partner which is not apparently for carrying on

in the ordinary course the partnership business or business of the

kind carried on by the partnership binds the partnership only if the

act was authorized by the other partners.

Oklahoma Statutes - Title 54. Partnership Page 18
Okla. Stat. tit. 54, § 54-1-304 — OK Code / Title 54 / Section 54-1-304
Statement of Denial
Status: in_force

Statement of Denial. A partner or other person named as a

partner in a filed statement of partnership authority or in a list

maintained by an agent pursuant to subsection (b) of Section 15 of

this act may file with the Secretary of State a statement of denial

stating the name of the partnership and the fact that is being

denied, which may include denial of a person's authority or status

as a partner. A statement of denial is a limitation on authority as

provided in subsections (d) and (e) of Section 15 of this act.
Okla. Stat. tit. 54, § 54-1-104 — OK Code / Title 54 / Section 54-1-104
Supplemental Principles of Law
Status: in_force

Supplemental Principles of Law. (a) Unless displaced by

particular provisions of this act, the principles of law and equity

supplement this act.

(b) If an obligation to pay interest arises under this act and

the rate is not specified, the rate is that specified in Section 727

of Title 12 of the Oklahoma Statutes.
Okla. Stat. tit. 54, § 54-500-809A — OK Code / Title 54 / Section 54-500-809A
Cessation of good standing
Status: in_force

CESSATION OF GOOD STANDING.

(a) A limited partnership ceases to be in good standing if it

does not, within sixty (60) days after the due date:

(1) pay any fee, tax, or penalty due to the Secretary of State

under the Uniform Limited Partnership Act of 2010 or other law; or

(2) deliver its annual certificate to the Secretary of State.

(b) Except for accepting a certificate of resignation of a

registered agent when a successor registered agent is not being

appointed or an application for reinstatement, the Secretary of

State shall not accept for filing any certificate or articles, or

issue any certificate of good standing, in respect to any limited

partnership that has ceased to be in good standing, unless or until

the limited partnership has been reinstated as a limited partnership

in good standing.

(c) A limited partnership that has ceased to be in good

standing may not maintain any action, suit or proceeding in any

court of this state until the limited partnership has been

reinstated as a limited partnership in good standing. Any successor

or assignee of the limited partnership may not maintain an action,

Oklahoma Statutes - Title 54. Partnership Page 131

suit or proceeding in any court of this state on any right, claim or

demand arising out of the transaction of business by the limited

partnership after it has ceased to be in good standing until the

limited partnership, or any person that has acquired all or

substantially all of its assets, has caused the limited partnership

to be reinstated as a limited partnership in good standing.

(d) The failure of a limited partnership to file an annual

certificate and pay a required fee to the Secretary of State shall

not impair the validity on any contract, deed, mortgage, security

interest, lien or act of the limited partnership or prevent the

limited partnership from defending any action, suit or proceeding

with any court of this state.

(e) A limited partner of a limited partnership is not liable as

a general partner of the limited partnership solely by reason of the

failure of the limited partnership to file an annual certificate or

pay a required fee to the Secretary of State or by reason of the

limited partnership ceasing to be in good standing.
Okla. Stat. tit. 54, § 54-500-205A — OK Code / Title 54 / Section 54-500-205A
Signing and filing pursuant to judicial order
Status: in_force

SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.

(a) If a person required by the Uniform Limited Partnership Act

of 2010 to sign a record or deliver a record to the Secretary of

State for filing does not do so, any other person that is aggrieved

may petition the district court to order:

(1) the person to sign the record;

(2) the person to deliver the record to the Secretary of State

for filing; or

(3) the Secretary of State to file the record unsigned.

(b) If the person aggrieved under subsection (a) of this

section is not the limited partnership or foreign limited

partnership to which the record pertains, the aggrieved person shall

make the limited partnership or foreign limited partnership a party

to the action. A person aggrieved under subsection (a) of this

Oklahoma Statutes - Title 54. Partnership Page 95

section may seek the remedies provided in subsection (a) of this

section in the same action in combination or in the alternative.

(c) A record filed unsigned pursuant to this section is

effective without being signed.