reglab/housing_qa huggingface dataset:
54 OK Stat § 54-1-903 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-903. Filings Required for Conversion - Effective Date.

|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 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.Added by Laws 1997, c. 399, § 49, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 58, eff. Nov. 1, 2004; Laws 2008, c. 253, § 35.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
54 OK Stat § 54-1-904 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-904. Effect of conversion - Entity unchanged.

|Effect of Conversion; Entity Unchanged. |(a) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(b) When a conversion takes effect:(1) all property owned by the converting organization remains vested in the converted organization;(2) all debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization;(3) an action or proceeding pending against the converting organization may be continued as if the conversion had not occurred;(4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and(6) except as otherwise agreed, the conversion does not dissolve a converting partnership for the purposes of Article 8.(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection.Added by Laws 1997, c. 399, § 50, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 59, eff. Nov. 1, 2004; Laws 2008, c. 253, § 36.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
54 OK Stat § 54-1-905 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-905. Merger of Partnerships.

|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.Added by Laws 1997, c. 399, § 51, eff. Nov. 1, 1997.
54 OK Stat § 54-1-907 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-907. Statement of Merger.

|Statement of Merger. (a) After a merger, the surviving partnership or limited partnership may file a statement with the Secretary of State that one or more partnerships or limited partnerships have merged into the surviving entity. |(b) A statement of merger must contain:(1) the name of each partnership or limited partnership that is a party to the merger;(2) the name of the surviving entity into which the other partnerships or limited partnership were merged;(3) the street address of the surviving entity's chief executive office and of an office in this State, if any;(4) whether the surviving entity is a partnership or a limited partnership; and(5) a statement that the plan of merger was approved and executed as required by law by each partnership or limited partnership which is to merge, and of the effective date or time of the merger if it is not to be effective upon the filing of the certificate of merger.(c) Except as otherwise provided in subsection (d) of this section, for the purposes of Section 14 of this act, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.(d) For the purposes of Section 14 of this act, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of Section 6 of this act, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.Added by Laws 1997, c. 399, § 53, eff. Nov. 1, 1997.
54 OK Stat § 54-1-908 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-908. Nonexclusive.

|Nonexclusive. This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. |Added by Laws 1997, c. 399, § 54, eff. Nov. 1, 1997.
54 OK Stat § 54-1-909 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-909. Personal liability of partner of converting or 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.Added by Laws 2004, c. 255, § 60, eff. Nov. 1, 2004.
54 OK Stat § 54-1-1002 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1002. Name.

|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". |Added by Laws 1997, c. 399, § 56, eff. Nov. 1, 1997.
54 OK Stat § 54-1-1101 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1101. Law Governing Foreign Limited Liability Partnership.

|Law Governing Foreign Limited Liability Partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. |(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.Added by Laws 1997, c. 399, § 57, eff. Nov. 1, 1997.
54 OK Stat § 54-1-1102 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1102. Statement Of Foreign Qualification.

|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;(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.Added by Laws 1997, c. 399, § 58, eff. Nov. 1, 1997.
54 OK Stat § 54-1-1103 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1103. Effect Of Failure To Qualify.

|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.Added by Laws 1997, c. 399, § 59, eff. Nov. 1, 1997.
54 OK Stat § 54-1-1104 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1104. Activities Not Constituting Transacting Business.

|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;(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.Added by Laws 1997, c. 399, § 60, eff. Nov. 1, 1997.
54 OK Stat § 54-1-1105 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1105. Action By Attorney General.

|Action By Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article. |Added by Laws 1997, c. 399, § 61, eff. Nov. 1, 1997.
54 OK Stat § 54-1-1201 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1201. Uniformity of Application and Construction.

|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. |Added by Laws 1997, c. 399, § 62 eff. Nov. 1, 1997.
54 OK Stat § 54-1-1206 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1206. Applicability.

|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(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.Added by Laws 1997, c. 399, § 63, eff. Nov. 1, 1997. Amended by Laws 1998, c. 422, § 29, eff. Nov. 1, 1998.
54 OK Stat § 54-1-1207 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-1207. Savings Clause.

|Savings Clause. This act does not affect an action or proceeding commenced or right accrued before this act takes effect. |Added by Laws 1997, c. 399, § 64, eff. Nov. 1, 1997.
54 OK Stat § 54-81 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-81. Certificate where fictitious name used - Filing - 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.
54 OK Stat § 54-83 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-83. Execution of certificate - Acknowledgment - Effect of 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.
54 OK Stat § 54-84 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-84. Amended certificate to be filed, when.

|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 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.
54 OK Stat § 54-84.1 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-84.1. Certificate of cancellation of fictitious name.

|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. |Added by Laws 1999, c. 421, § 32, eff. Nov. 1, 1999.
54 OK Stat § 54-500-101A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-101A. Short title.

|SHORT TITLE. |This act shall be known and may be cited as the “Uniform Limited Partnership Act of 2010”.Added by Laws 2010, c. 384, § 1, eff. Jan. 1, 2011.
54 OK Stat § 54-500-104A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-104A. Nature, purpose, and duration of entity.

|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.Added by Laws 2010, c. 384, § 4, eff. Jan. 1, 2011.