reglab/housing_qa huggingface dataset:
54 OK Stat § 54-500-207A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-207A. Correcting filed record.

|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.(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.Added by Laws 2010, c. 384, § 25, eff. Jan. 1, 2011.
54 OK Stat § 54-500-208A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-208A. Liability for false information in filed record.

|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.Added by Laws 2010, c. 384, § 26, eff. Jan. 1, 2011.
54 OK Stat § 54-500-209A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-209A. Certificate of good standing.

|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 partnership or foreign limited partnership is in existence or is authorized to transact business in this state.Added by Laws 2010, c. 384, § 27, eff. Jan. 1, 2011.
54 OK Stat § 54-500-210A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-210A. Annual certificate for Secretary of State.

|ANNUAL CERTIFICATE FOR SECRETARY OF STATE. |(a) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual certificate that states:(1) the name of the limited partnership or foreign limited partnership;(2) the street, mailing address and electronic mail address of its designated office and the name and street and mailing address of its agent for service of process in this state; and(3) in the case of a foreign limited partnership, the state or other jurisdiction under whose law the foreign limited partnership is formed and any fictitious name adopted under subsection (a) of Section 500-905A of this title.(b) Information in an annual certificate must be current as of the date the annual certificate is delivered to the Secretary of State for filing.(c) The annual certificate is due on the anniversary date of the filing of the certificate of limited partnership or certificate of authority of a foreign limited partnership until cancellation of the certificate of limited partnership or certificate of authority.(d) The Secretary of State shall, at least sixty (60) days before the anniversary date of each year, cause a notice of the annual certificate to be sent to each domestic limited partnership and each foreign limited partnership required to comply with the provisions of this section to the last known electronic mail address of record with the Secretary of State.Added by Laws 2010, c. 384, § 28, eff. Jan. 1, 2011. Amended by Laws 2017, c. 323, § 58, eff. Nov. 1, 2017.
54 OK Stat § 54-500-301A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-301A. Becoming limited partner.

|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.Added by Laws 2010, c. 384, § 29, eff. Jan. 1, 2011.
54 OK Stat § 54-500-302A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-302A. No right or power as limited partner to bind limited 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.Added by Laws 2010, c. 384, § 30, eff. Jan. 1, 2011.
54 OK Stat § 54-500-303A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-303A. No liability as limited partner for limited partnership obligations.

|NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. |An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.Added by Laws 2010, c. 384, § 31, eff. Jan. 1, 2011.
54 OK Stat § 54-500-305A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-305A. Limited duties of limited partners.

|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.Added by Laws 2010, c. 384, § 33, eff. Jan. 1, 2011.
54 OK Stat § 54-500-306A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-306A. Person erroneously believing self to be limited 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.Added by Laws 2010, c. 384, § 34, eff. Jan. 1, 2011.
54 OK Stat § 54-500-401A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-401A. Becoming general partner.

|BECOMING GENERAL PARTNER. |A person becomes a general partner:(1) as provided in the partnership agreement:(2) under subparagraph (B) of paragraph (3) of Section 63 of this act following the dissociation of a limited partnership’s last general partner;(3) as the result of a conversion or merger under Article 11 of this act; or(4) with the consent of all the partners.Added by Laws 2010, c. 384, § 35, eff. Jan. 1, 2011.
54 OK Stat § 54-500-402A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-402A. General partner agent of limited partnership.

|GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP. |(a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under subsection (d) of Section 3 of this act that the general partner lacked authority.(b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.Added by Laws 2010, c. 384, § 36, eff. Jan. 1, 2011.
54 OK Stat § 54-500-403A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-403A. Limited partnership liable for general partner's actionable conduct.

|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.Added by Laws 2010, c. 384, § 37, eff. Jan. 1, 2011.
54 OK Stat § 54-500-404A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-404A. General partner's liability.

|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.Added by Laws 2010, c. 384, § 38, eff. Jan. 1, 2011.
54 OK Stat § 54-500-405A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-405A. Actions by and against partnership and partners.

|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.Added by Laws 2010, c. 384, § 39, eff. Jan. 1, 2011.
54 OK Stat § 54-500-406A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-406A. Management rights of general partner.

|MANAGEMENT RIGHTS OF GENERAL PARTNER. |(a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in the Uniform Limited Partnership Act of 2010, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.(b) The consent of each partner is necessary to:(1) amend the partnership agreement;(2) amend the certificate of limited partnership to add or, subject to Section 97 of this act, delete a statement that the limited partnership is a limited liability limited partnership; and(3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.(c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.(d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.(e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) of this section constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.(f) A general partner is not entitled to remuneration for services performed for the partnership.Added by Laws 2010, c. 384, § 40, eff. Jan. 1, 2011.
54 OK Stat § 54-500-408A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-408A. General standards of general partner's conduct.

|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.Added by Laws 2010, c. 384, § 42, eff. Jan. 1, 2011.
54 OK Stat § 54-500-501A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-501A. Form of contribution.

|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.Added by Laws 2010, c. 384, § 43, eff. Jan. 1, 2011.
54 OK Stat § 54-500-502A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-502A. Liability for contribution.

|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.Added by Laws 2010, c. 384, § 44, eff. Jan. 1, 2011.
54 OK Stat § 54-500-503A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-503A. Sharing of distributions.

|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 records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.Added by Laws 2010, c. 384, § 45, eff. Jan. 1, 2011.
54 OK Stat § 54-500-504A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-504A. Interim distributions.

|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.Added by Laws 2010, c. 384, § 46, eff. Jan. 1, 2011.
54 OK Stat § 54-500-505A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-505A. No distribution on account of dissociation.

|NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION. |A person does not have a right to receive a distribution on account of dissociation.Added by Laws 2010, c. 384, § 47, eff. Jan. 1, 2011.
54 OK Stat § 54-500-506A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-506A. Distribution in kind.

|DISTRIBUTION IN KIND. |A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection (b) of Section 74 of this act, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner’s share of distributions.Added by Laws 2010, c. 384, § 48, eff. Jan. 1, 2011.