reglab/housing_qa huggingface dataset:
54 OK Stat § 54-500-507A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-507A. Right to distribution.

|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.Added by Laws 2010, c. 384, § 49, eff. Jan. 1, 2011.
54 OK Stat § 54-500-508A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-508A. Limitations on distribution.

|LIMITATIONS ON DISTRIBUTION. |(a) A limited partnership may not make a distribution in violation of the partnership agreement.(b) A limited partnership may not make a distribution if after the distribution:(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or(2) the limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.(d) Except as otherwise provided in subsection (g) of this section, the effect of a distribution under subsection (b) of this section is measured:(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and(2) in all other cases, as of the date:(A)the distribution is authorized, if the payment occurs within one hundred twenty (120) days after that date; or(B)the payment is made, if payment occurs more than one hundred twenty (120) days after the distribution is authorized.(e) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.(f) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.Added by Laws 2010, c. 384, § 50, eff. Jan. 1, 2011.
54 OK Stat § 54-500-509A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-509A. Liability for improper distributions.

|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 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.Added by Laws 2010, c. 384, § 51, eff. Jan. 1, 2011.
54 OK Stat § 54-500-602A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-602A. Effect of dissociation as limited partner.

|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.Added by Laws 2010, c. 384, § 53, eff. Jan. 1, 2011.
54 OK Stat § 54-500-604A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-604A. Person's power to dissociate as general partner - 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:(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.Added by Laws 2010, c. 384, § 55, eff. Jan. 1, 2011.
54 OK Stat § 54-500-605A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-605A. Effect of dissociation as general partner.

|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 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.Added by Laws 2010, c. 384, § 56, eff. Jan. 1, 2011.
54 OK Stat § 54-500-606A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-606A. Power to bind and liability to limited partnership 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.Added by Laws 2010, c. 384, § 57, eff. Jan. 1, 2011.
54 OK Stat § 54-500-607A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-607A. Liability to other persons of person dissociated as 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.Added by Laws 2010, c. 384, § 58, eff. Jan. 1, 2011.
54 OK Stat § 54-500-701A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-701A. Partner's transferable interest.

|PARTNER’S TRANSFERABLE INTEREST. |The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.Added by Laws 2010, c. 384, § 59, eff. Jan. 1, 2011.
54 OK Stat § 54-500-702A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-702A. Transfer of partner's transferable interest.

|TRANSFER OF PARTNER’S TRANSFERABLE INTEREST. |(a) A transfer, in whole or in part, of a partner’s transferable interest:(1) is permissible;(2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection (c) of this section, or to inspect or copy the required information or the limited partnership’s other records.(b) A transferee has a right to receive, in accordance with the transfer:(1) distributions to which the transferor would otherwise be entitled; and(2) upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.(c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.(f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under Sections 44 and 51 of this act. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.Added by Laws 2010, c. 384, § 60, eff. Jan. 1, 2011.
54 OK Stat § 54-500-703A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-703A. Rights of creditor of partner or transferee.

|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 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.Added by Laws 2010, c. 384, § 61, eff. Jan. 1, 2011.
54 OK Stat § 54-500-704A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-704A. Power of estate of deceased partner.

|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.Added by Laws 2010, c. 384, § 62, eff. Jan. 1, 2011.
54 OK Stat § 54-500-801A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-801A. Nonjudicial dissolution.

|NONJUDICIAL DISSOLUTION. |Except as otherwise provided in Section 64 of this act, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:(1) the happening of an event specified in the partnership agreement;(2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;(3) after the dissociation of a person as a general partner:(A)if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within ninety (90) days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or(B)if the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period:(i)consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and(ii)at least one person is admitted as a general partner in accordance with the consent; or(4) the passage of ninety (90) days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.Added by Laws 2010, c. 384, § 63, eff. Jan. 1, 2011.
54 OK Stat § 54-500-802A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-802A. Judicial dissolution.

|JUDICIAL DISSOLUTION. |On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.Added by Laws 2010, c. 384, § 64, eff. Jan. 1, 2011.
54 OK Stat § 54-500-803A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-803A. Winding up.

|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 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.Added by Laws 2010, c. 384, § 65, eff. Jan. 1, 2011.
54 OK Stat § 54-500-804A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-804A. Power of general partner and person dissociated as 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 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.Added by Laws 2010, c. 384, § 66, eff. Jan. 1, 2011.