reglab/housing_qa huggingface dataset:
54 OK Stat § 54-500-105A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-105A. Powers.

|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.Added by Laws 2010, c. 384, § 5, eff. Jan. 1, 2011.
54 OK Stat § 54-500-106A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-106A. Governing law.

|GOVERNING LAW. |The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.Added by Laws 2010, c. 384, § 6, eff. Jan. 1, 2011.
54 OK Stat § 54-500-107A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-107A. Supplemental principles of law - Rate of interest.

|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.Added by Laws 2010, c. 384, § 7, eff. Jan. 1, 2011.
54 OK Stat § 54-500-108A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-108A. Name.

|NAME. |(a) The name of a limited partnership may contain the name of any partner.(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.(c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “L.P.” or “LP.”(d) Unless authorized by subsection (e) of this section, the name of a limited partnership must be distinguishable in the records of the Secretary of State from:(1) the name of each other limited partnership, corporation, limited liability company or partnership then existing or authorized to transact business in this state or that were in existence or authorized at any time during the preceding three (3) years;(2) each name reserved under Section 9 of this act; and(3) each trade name filed with the Secretary of State.(e) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subsection (d) of this section. The Secretary of State shall authorize use of the name applied for if, as to each conflicting name:(1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) of this section and is distinguishable in the records of the Secretary of State from the name applied for;(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use in this state the name applied for; or(3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State that the present user, registrant, or owner of the conflicting name has or will have upon the effective time and date of filed articles of merger or conversion:(A)merged into the applicant;(B)converted into the applicant; or(C)transferred substantially all of its assets, including the conflicting name, to the applicant.(f) Subject to Section 79 of this act, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.Added by Laws 2010, c. 384, § 8, eff. Jan. 1, 2011.
54 OK Stat § 54-500-109A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-109A. Reservation of name.

|RESERVATION OF NAME. |(a) The exclusive right to the use of a name that complies with Section 8 of this act may be reserved by:(1) a person intending to organize a limited partnership under the Uniform Limited Partnership Act of 2010 and to adopt the name;(2) a limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name;(3) a foreign limited partnership intending to obtain a certificate of authority to transact business in this state and adopt the name;(4) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this state and adopt the name;(5) a foreign limited partnership formed under the name; or(6) a foreign limited partnership formed under a name that does not comply with subsection (b) or (c) of Section 8 of this act, but the name reserved under this paragraph may differ from the foreign limited partnership’s name only to the extent necessary to comply with subsections (b) and (c) of Section 8 of this act.(b) A person may apply to reserve a name under subsection (a) of this section by delivering to the Secretary of State for filing an application that states the name to be reserved and the paragraph of subsection (a) of this section which applies. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for sixty (60) days.(c) An applicant that has reserved a name pursuant to subsection (b) of this section may reserve the same name for additional sixty-day periods. A person having a current reservation for a name may not apply for another sixty-day period for the same name until sixty (60) days have elapsed in the current reservation.(d) A person that has reserved a name under this section may deliver to the Secretary of State for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the paragraph of subsection (a) of this section which applies to the other person. Subject to subsection (c) of Section 24 of this act, the transfer is effective when the Secretary of State files the notice of transfer.Added by Laws 2010, c. 384, § 9, eff. Jan. 1, 2011.
54 OK Stat § 54-500-110A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-110A. Effect of partnership agreement - Nonwaivable 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;(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.Added by Laws 2010, c. 384, § 10, eff. Jan. 1, 2011.
54 OK Stat § 54-500-111A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-111A. Required information.

|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(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.Added by Laws 2010, c. 384, § 11, eff. Jan. 1, 2011.
54 OK Stat § 54-500-112A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-112A. Business transactions of partner with partnership.

|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.Added by Laws 2010, c. 384, § 12, eff. Jan. 1, 2011.
54 OK Stat § 54-500-113A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-113A. Dual capacity.

|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 restrictions under the Uniform Limited Partnership Act of 2010 and the partnership agreement for limited partners.Added by Laws 2010, c. 384, § 13, eff. Jan. 1, 2011.
54 OK Stat § 54-500-114A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-114A. Office and agent for service of process.

|OFFICE AND AGENT FOR SERVICE OF PROCESS. |(a) A limited partnership shall designate and continuously maintain in this state:(1) an office, which need not be a place of its activity in this state; and(2) an agent for service of process.(b) A foreign limited partnership shall designate and continuously maintain in this state an agent for service of process.(c) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or a corporation, limited liability company, or general or limited partnership including a limited liability partnership or a limited liability limited partnership, formed in or authorized to do business in this state. A domestic limited partnership may be its own agent.Added by Laws 2010, c. 384, § 14, eff. Jan. 1, 2011. Amended by Laws 2021, c. 51, § 30, eff. Nov. 1, 2021.
54 OK Stat § 54-500-115A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-115A. Change of designated office or agent for service of 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;(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.Added by Laws 2010, c. 384, § 15, eff. Jan. 1, 2011.
54 OK Stat § 54-500-116A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-116A. Resignation of agent for service of process.

|RESIGNATION OF AGENT FOR SERVICE OF PROCESS. |(a) In order to resign as an agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the Secretary of State for filing a statement of resignation containing the name of the limited partnership or foreign limited partnership.(b) In the statement of resignation, the registered agent shall certify that at least thirty (30) days before the date of the filing of the statement the registered agent sent due notice of the resignation by certified or registered mail to the limited partnership for which such registered agent was acting, at the principal office thereof, if known to the registered agent or, if not, to the last known address of the attorney or other individual at whose request the registered agent was appointed for such limited partnership.(c) An agency for service of process is terminated on the 31st day after the Secretary of State files the statement of resignation.Added by Laws 2010, c. 384, § 16, eff. Jan. 1, 2011.
54 OK Stat § 54-500-117A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-117A. Service of process.

|SERVICE OF PROCESS. |(a) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.(b) If a limited partnership or foreign limited partnership does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the limited partnership or foreign limited partnership upon whom process, notice, or demand may be served. The Secretary of State shall charge the fee prescribed by Section 24 of this act for acting as registered agent.(c) Service of any process, notice, or demand on the Secretary of State may be made as provided in Section 2004 of Title 12 of the Oklahoma Statutes.Added by Laws 2010, c. 384, § 17, eff. Jan. 1, 2011.
54 OK Stat § 54-500-118A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-118A. Consent and proxies of partners.

|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.Added by Laws 2010, c. 384, § 18, eff. Jan. 1, 2011.
54 OK Stat § 54-500-201A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-201A. Formation of limited partnership - Certificate of 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;(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.Added by Laws 2010, c. 384, § 19, eff. Jan. 1, 2011.
54 OK Stat § 54-500-202A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-202A. Amendment or restatement of certificate.

|AMENDMENT OR RESTATEMENT OF CERTIFICATE. |(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11 of this act, articles of merger stating:(1) the name of the limited partnership;(2) the date of filing of its initial certificate; and(3) the changes the amendment makes to the certificate as most recently amended or restated.(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:(1) the admission of a new general partner;(2) the dissociation of a person as a general partner; or(3) the appointment of a person to wind up the limited partnership’s activities under subsection (c) or (d) of Section 65 of this act.(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:(1) cause the certificate to be amended; or(2) if appropriate, deliver to the Secretary of State for filing a statement of change pursuant to Section 15 of this act or a statement of correction pursuant to Section 25 of this act.(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. A certificate of limited partnership may be amended and restated in the same instrument and incurs the same fee as an amended or restated certificate.(f) A restated certificate reflects the limited partnership’s certificate of limited partnership, as amended.(g) Subject to subsection (c) of Section 24 of this act, an amendment or restated certificate is effective when filed by the Secretary of State.Added by Laws 2010, c. 384, § 20, eff. Jan. 1, 2011.
54 OK Stat § 54-500-203A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-203A. Statement of cessation.

|STATEMENT OF CESSATION. |A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of cessation that states:(1) the name of the limited partnership;(2) the date of filing of its initial certificate of limited partnership; and(3) any other information as determined by the general partners filing the statement or by a person appointed pursuant to subsection (c) or (d) of Section 65 of this act.Added by Laws 2010, c. 384, § 21, eff. Jan. 1, 2011.
54 OK Stat § 54-500-205A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-205A. Signing and filing pursuant to judicial order.

|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 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.Added by Laws 2010, c. 384, § 23, eff. Jan. 1, 2011.