reglab/housing_qa huggingface dataset:
54 OK Stat § 54-500-805A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-805A. Liability after dissolution of general partner and person dissociated as general partner to limited partnership - Other general partners - Persons dissociated as general partner.

|LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER. |(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subsection (a) of Section 66 of this act by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable:(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under subsection (b) of Section 66 of this act, the person is liable:(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and(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, § 67, eff. Jan. 1, 2011.
54 OK Stat § 54-500-806A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-806A. Known claims against dissolved limited partnership.

|KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. |(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b) of this section.(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:(1) specify the information required to be included in a claim;(2) provide a mailing address to which the claim is to be sent;(3) state the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;(4) state that the claim will be barred if not received by the deadline; and(5) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 38 of this act.(c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:(1) the claim is not received by the specified deadline; or(2) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety (90) days after the receipt of the notice of the rejection.(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.Added by Laws 2010, c. 384, § 68, eff. Jan. 1, 2011.
54 OK Stat § 54-500-807A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-807A. Other claims against dissolved limited partnership.

|OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. |(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.(b) The notice must:(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this state, in the county in which the limited partnership’s designated office is or was last located;(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;(3) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five (5) years after publication of the notice; and(4) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 38 of this act.(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five (5) years after the publication date of the notice:(1) a claimant that did not receive notice in a record under Section 68 of this act;(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim not barred under this section may be enforced:(1) against the dissolved limited partnership, to the extent of its undistributed assets;(2) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person’s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or(3) against any person liable on the claim under Section 38 of this act.Added by Laws 2010, c. 384, § 69, eff. Jan. 1, 2011.
54 OK Stat § 54-500-808A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-808A. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

|LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. |If a claim against a dissolved limited partnership is barred under Section 68 or 69 of this act, any corresponding claim under Section 38 of this act is also barred.Added by Laws 2010, c. 384, § 70, eff. Jan. 1, 2011.
54 OK Stat § 54-500-809A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-809A. Cessation of good standing.

|CESSATION OF GOOD STANDING. |(a) A limited partnership ceases to be in good standing if it does not, within sixty (60) days after the due date:(1) pay any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law; or(2) deliver its annual certificate to the Secretary of State.(b) Except for accepting a certificate of resignation of a registered agent when a successor registered agent is not being appointed or an application for reinstatement, the Secretary of State shall not accept for filing any certificate or articles, or issue any certificate of good standing, in respect to any limited partnership that has ceased to be in good standing, unless or until the limited partnership has been reinstated as a limited partnership in good standing.(c) A limited partnership that has ceased to be in good standing may not maintain any action, suit or proceeding in any court of this state until the limited partnership has been reinstated as a limited partnership in good standing. Any successor or assignee of the limited partnership may not maintain an action, suit or proceeding in any court of this state on any right, claim or demand arising out of the transaction of business by the limited partnership after it has ceased to be in good standing until the limited partnership, or any person that has acquired all or substantially all of its assets, has caused the limited partnership to be reinstated as a limited partnership in good standing.(d) The failure of a limited partnership to file an annual certificate and pay a required fee to the Secretary of State shall not impair the validity on any contract, deed, mortgage, security interest, lien or act of the limited partnership or prevent the limited partnership from defending any action, suit or proceeding with any court of this state.(e) A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the failure of the limited partnership to file an annual certificate or pay a required fee to the Secretary of State or by reason of the limited partnership ceasing to be in good standing.Added by Laws 2010, c. 384, § 71, eff. Jan. 1, 2011.
54 OK Stat § 54-500-810A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-810A. Reinstatement after cessation of good standing.

|REINSTATEMENT AFTER CESSATION OF GOOD STANDING. |(a) A limited partnership that has ceased to be in good standing may apply to the Secretary of State for reinstatement after the date it ceased to be in good standing. The application must be delivered to the Secretary of State for filing and state:(1) the name of the limited partnership and the date it ceased to be in good standing;(2) that the grounds for cessation of good standing either did not exist or have been eliminated; and(3) that the limited partnership’s name satisfies the requirements of Section 8 of this act.If the limited partnership ceased to be in good standing because it failed to file an annual certificate or pay a required fee, the application shall be accompanied with the submission of all delinquent annual certificates and payment of all delinquent fees.(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section, the application is accompanied by all required certificates and fees, the name satisfies the requirements of Section 8 of this act, and that the information is correct, the Secretary of State shall accept the application for reinstatement and issue a certificate of reinstatement. The application for reinstatement may be accompanied by an amendment to the limited partnership’s certificate of limited partnership. If the limited partnership is required to change its name because its name at the time it ceased to be in good standing is no longer available, the application for reinstatement must be accompanied by an amendment to the limited partnership’s certificate of limited partnership changing its name. Any amendment is subject to the payment of the additional fee required in Section 24 of this act for amendments.(c) When reinstatement becomes effective, it relates back to and takes effect as of the date the limited partnership ceased to be in good standing and the limited partnership may resume its activities as if the cessation of good standing had never occurred.Added by Laws 2010, c. 384, § 72, eff. Jan. 1, 2011.
54 OK Stat § 54-500-811A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-811A. Appeal from denial of reinstatement.

|APPEAL FROM DENIAL OF REINSTATEMENT. |(a) Within thirty (30) days after denial of its application for reinstatement, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to restore its good standing. The petition must be served on the Secretary of State and contain a copy of the limited partnership’s application for reinstatement.(b) The court may summarily order the Secretary of State to restore the good standing of the limited partnership or may take other action the court considers appropriate.Added by Laws 2010, c. 384, § 73, eff. Jan. 1, 2011.
54 OK Stat § 54-500-812A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-812A. Disposition of assets - When contributions required.

|DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED. |(a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.(b) Any surplus remaining after the limited partnership complies with subsection (a) of this section must be paid in cash as a distribution.(c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 58 of this act shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.(2) If a person does not contribute the full amount required under paragraph (1) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.(3) If a person does not make the additional contribution required by paragraph (2) of this subsection, further additional contributions are determined and due in the same manner as provided in that paragraph.(d) A person that makes an additional contribution under paragraph (2) or (3) of subsection (c) of this section may recover from any person whose failure to contribute under paragraph (1) or (2) of subsection (c) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.(e) The estate of a deceased individual is liable for the person’s obligations under this section.(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (c) of this section.Added by Laws 2010, c. 384, § 74, eff. Jan. 1, 2011.
54 OK Stat § 54-500-901A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-901A. Governing law.

|GOVERNING LAW. |(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.(b) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.(c) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.Added by Laws 2010, c. 384, § 75, eff. Jan. 1, 2011.
54 OK Stat § 54-500-902A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-902A. Application for certificate of authority.

|APPLICATION FOR CERTIFICATE OF AUTHORITY. |(a) A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must state:(1) the name of the foreign limited partnership and, if the name does not comply with Section 8 of this act, a fictitious name adopted pursuant to subsection (a) of Section 79 of this act.(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized;(3) the street and mailing address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;(4) the name and street and mailing address of the foreign limited partnership’s initial agent for service of process in this state;(5) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed pursuant to paragraph (4) of this subsection or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;(6) the name and street and mailing address of each of the foreign limited partnership’s general partners; and(7) whether the foreign limited partnership is a foreign limited liability limited partnership.(b) A foreign limited partnership shall deliver with the completed application a certificate of good standing or existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized.Added by Laws 2010, c. 384, § 76, eff. Jan. 1, 2011.
54 OK Stat § 54-500-903A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-903A. Activities not constituting transacting business.

|ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. |(a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include:(1) maintaining, defending, and settling an action or proceeding;(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;(3) maintaining accounts in financial institutions;(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities;(5) selling through independent contractors;(6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;(9) conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions of a like manner; and(10) transacting business in interstate commerce.(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.(c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.Added by Laws 2010, c. 384, § 77, eff. Jan. 1, 2011.
54 OK Stat § 54-500-904A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-904A. Filing of certificate of authority.

|FILING OF CERTIFICATE OF AUTHORITY. |Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Partnership Act of 2010, the Secretary of State, upon payment of all filing fees, shall file the application and return a file stamped copy of the filed certificate to the person filing the record or the person’s representative.Added by Laws 2010, c. 384, § 78, eff. Jan. 1, 2011.
54 OK Stat § 54-500-905A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-905A. Noncomplying name of foreign limited partnership.

|NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP. |(a) A foreign limited partnership whose name does not comply with Section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, a fictitious name that complies with Section 8 of this act. After obtaining a certificate of authority with a fictitious name, a foreign limited partnership shall transact business in this state under that name.(b) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with Section 8 of this act, it may not thereafter transact business in this state until it complies with subsection (a) of this section and obtains an amended certificate of authority.Added by Laws 2010, c. 384, § 79, eff. Jan. 1, 2011.
54 OK Stat § 54-500-906A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-906A. Revocation of certificate of authority.

|REVOCATION OF CERTIFICATE OF AUTHORITY. |The Secretary of State shall revoke a certificate of authority of a foreign limited partnership to transact business in this state if the foreign limited partnership does not:(1) pay, within sixty (60) days after the due date, any fee due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law;(2) deliver, within sixty (60) days after the due date, its annual certificate required under Section 28 of this act;(3) appoint and maintain an agent for service of process as required by subsection (b) of Section 14 of this act; or(4) deliver for filing a statement of a change under Section 15 of this act within thirty (30) days after a change has occurred in the name or address of the agent.Added by Laws 2010, c. 384, § 80, eff. Jan. 1, 2011.
54 OK Stat § 54-500-907A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-907A. Cancellation of certificate of authority - Effect of failure to have certificate.

|CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE. |(a) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation stating its name, jurisdiction of formation, and address for service of process. The certificate is canceled when the notice becomes effective under Section 24 of this act.(b) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.(c) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.(d) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.(e) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state.Added by Laws 2010, c. 384, § 81, eff. Jan. 1, 2011.