reglab/housing_qa huggingface dataset:
54 OK Stat § 54-1-504 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-504. Partner's Transferable Interest Subject to Charging Order.

|Partner's Transferable Interest Subject to Charging Order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. 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. |(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of 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 partnership property, by one or more of the other partners; or(3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.(d) This act does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.Added by Laws 1997, c. 399, § 31, eff. Nov. 1, 1997.
54 OK Stat § 54-1-602 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-602. Partner's Power to Dissociate; Wrongful Dissociation.

|Partner's Power to Dissociate; Wrongful Dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 32 of this act. |(b) A partner's dissociation is wrongful only if:(1) it is in breach of an express provision of the partnership agreement; or(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:(i)the partner withdraws by express will, unless the withdrawal follows within ninety (90) days after another partner's dissociation by death or otherwise under paragraphs (6) through (10) of Section 32 of this act or wrongful dissociation under this subsection;(ii)the partner is expelled by judicial determination under paragraph (5) of Section 32 of this act;(iii)the partner is dissociated by becoming a debtor in bankruptcy; or(iv)in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.Added by Laws 1997, c. 399, § 33, eff. Nov. 1, 1997.
54 OK Stat § 54-1-603 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-603. Effect of Partner's Dissociation.

|Effect of Partner's Dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 of this act applies; otherwise, Article 7 of this act applies. |(b) Upon a partner's dissociation:(1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in Section 42 of this act;(2) the partner's duty of loyalty under paragraph (3) of subsection (b) of Section 25 of this act terminates; and(3) the partner's duty of loyalty under paragraphs (1) and (2) of subsection (b) of Section 25 of this act and duty of care under subsection (c) of Section 25 of this act continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to Section 42 of this act.Added by Laws 1997, c. 399, § 34, eff. Nov. 1, 1997.
54 OK Stat § 54-1-702 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-702. Dissociated Partner's Power to Bind and Liability to Partnership.

|Dissociated Partner's Power to Bind and Liability to Partnership. (a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9 of this act, is bound by an act of the dissociated partner which would have bound the partnership under Section 13 of this act before dissociation only if at the time of entering into the transaction the other party: |(1) reasonably believed that the dissociated partner was then a partner;(2) did not have notice of the partner's dissociation; and(3) is not deemed to have had knowledge under subsection (e) of Section 15 of this act or notice under subsection (c) of Section 38 of this act.(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.Added by Laws 1997, c. 399, § 36, eff. Nov. 1, 1997.
54 OK Stat § 54-1-703 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-703. Dissociated Partner's Liability to Other Persons.

|Dissociated Partner's Liability to Other Persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section. |(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 of this act, within two (2) years after the partner's dissociation, only if the partner is liable for the obligation under Section 18 of this act and at the time of entering into the transaction the other party:(1) reasonably believed that the dissociated partner was then a partner;(2) did not have notice of the partner's dissociation; and(3) is not deemed to have had knowledge under subsection (e) of Section 15 of this act or notice under subsection (c) of Section 38 of this act.(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.Added by Laws 1997, c. 399, § 37, eff. Nov. 1, 1997.
54 OK Stat § 54-1-704 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-704. Statement of Dissociation.

|Statement of Dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation with the Secretary of State stating the name of the partnership and that the partner is dissociated from the partnership. |(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsection (d) and (e) of Section 15 of this act.(c) For the purposes of paragraph (3) of subsection (a) of Section 36 of this act and paragraph (3) of subsection (b) of Section 37 of this act, a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.Added by Laws 1997, c. 399, § 38, eff. Nov. 1, 1997.
54 OK Stat § 54-1-705 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-705. Continued Use of Partnership Name.

|Continued Use of Partnership Name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. |Added by Laws 1997, c. 399, § 39, eff. Nov. 1, 1997.
54 OK Stat § 54-1-801 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-801. Events Causing Dissolution and Winding Up of Partnership Business.

|Events Causing Dissolution and Winding Up of Partnership Business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: |(1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under paragraphs (2) through (10) of Section 32 of this act, of that partner's express will to withdraw as a partner, or on a later date specified by the partner;(2) in a partnership for a definite term or particular undertaking:(i)within ninety (90) days after a partner's dissociation by death or otherwise under paragraphs (6) through (10) of Section 32 of this act or wrongful dissociation under subsection (b) of Section 33 of this act, the express will of at least half of the remaining partners to wind up the partnership business for which purpose a partner's rightful dissociation pursuant to subparagraph (i) of paragraph (2) of subsection (b) of Section 33 of this act constitutes the expression of that partner's will to wind up the partnership business;(ii)the express will of all of the partners to wind up the partnership business; or(iii)the expiration of the term or the completion of the undertaking;(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;(4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;(5) on application by a partner, a judicial determination that:(i)the economic purpose of the partnership is likely to be unreasonably frustrated;(ii)another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or(iii)it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or(6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:(i)after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or(ii)at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.Added by Laws 1997, c. 399, § 40, eff. Nov. 1, 1997.
54 OK Stat § 54-1-802 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-802. Partnership Continues After Dissolution.

|Partnership Continues After Dissolution. (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. |(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated.In that event:(1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and(2) the rights of a third party accruing under paragraph (1) of Section 43 of this act or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.Added by Laws 1997, c. 399, § 41, eff. Nov. 1, 1997.
54 OK Stat § 54-1-803 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-803. Right to Wind Up Partnership Business.

|Right to Wind Up Partnership Business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court, for good cause shown, may order judicial supervision of the winding up. |(b) The legal representative of the last surviving partner may wind up a partnership's business.(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to Section 46 of this act, settle disputes by mediation or arbitration, and perform other necessary acts.Added by Laws 1997, c. 399, § 42, eff. Nov. 1, 1997.
54 OK Stat § 54-1-804 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-804. Partner's Power to Bind Partnership After Dissolution.

|Partner's Power to Bind Partnership After Dissolution. Subject to Section 44 of this act, a partnership is bound by a partner's act after dissolution that: |(1) is appropriate for winding up the partnership business; or(2) would have bound the partnership under Section 13 of this act before dissolution, if the other party to the transaction did not have notice of the dissolution.Added by Laws 1997, c. 399, § 43, eff. Nov. 1, 1997.
54 OK Stat § 54-1-805 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-805. Statement of Dissolution.

|Statement of Dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file with the Secretary of State a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. |(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection (d) of Section 15 of this act and is a limitation on authority for the purposes of subsection (e) of Section 15 of this act.(c) For the purposes of Sections 13 and 43 of this act, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections (d) and (e) of Section 15 of this act in any transaction, whether or not the transaction is appropriate for winding up the partnership business.Added by Laws 1997, c. 399, § 44, eff. Nov. 1, 1997.
54 OK Stat § 54-1-806 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-806. Partner's Liability to Other Partners After Dissolution.

|Partner's Liability to Other Partners After Dissolution. (a) Except as otherwise provided in subsection (b) of this section and Section 18 of this act, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Section 43 of this act. |(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under paragraph (2) of Section 43 of this act by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.Added by Laws 1997, c. 399, § 45, eff. Nov. 1, 1997.
54 OK Stat § 54-1-807 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-807. Settlement of Accounts and Contributions Among Partners.

|Settlement of Accounts and Contributions Among Partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section. |(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under Section 18 of this act.(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under Section 18 of this act. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under Section 18 of this act.(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under Section 18 of this act.(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.Added by Laws 1997, c. 399, § 46, eff. Nov. 1, 1997.
54 OK Stat § 54-1-901 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-901. Definitions.

|Definitions. |In this article:(1) “Constituent partnership” means a constituent organization that is a partnership;(2) “Constituent organization” means an organization that is party to a merger;(3) “Converted organization” means the organization into which a converting organization converts pursuant to Sections 1-902 through 1-905 of this title;(4) “Converting partnership” means a converting organization that is a partnership;(5) “Converting organization” means an organization that converts into another organization pursuant to Section 1-902 of this title;(6) “Governing statute” of an organization means the statute that governs the organization’s internal affairs;(7) “Organization” means a general partnership, including a limited liability partnership; limited partnership; limited liability company; business trust; corporation; or any other unincorporated association. The term includes domestic and foreign organizations regardless of whether organized for profit;(8) “Organizational documents” means:(i)for a domestic or foreign general partnership, its partnership agreement;(ii)for a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;(iii)for a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;(iv)for a business trust, its agreement of trust and declaration of trust;(v)for a domestic or foreign corporation for profit, its certificate of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and(vi)for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it;(9) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization, which is imposed on a person that co-owns, has an interest in, or is a member of the organization:(i)by the organization’s governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or(ii)by the organization’s organizational documents under a provision of the organization’s governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.Added by Laws 1997, c. 399, § 47, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 56, eff. Nov. 1, 2004; Laws 2008, c. 253, § 34.NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
54 OK Stat § 54-1-902 (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-1-902. Conversion of organization other than partnership to domestic partnership - Conversion of domestic partnership to another organization.

|Conversion of organization other than partnership to domestic partnership; Conversion of domestic partnership to another organization. |(a) An organization other than a partnership may convert to a domestic partnership, and a domestic partnership may convert to another organization pursuant to this section and Sections 1-903 and 1-904 of this title and a plan of conversion, if:(1) The other organization’s governing statute authorizes the conversion;(2) The conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and(3) The other organization complies with its governing statute in effecting the conversion.(b) A plan of conversion must be in a record and must include:(1) The name and form of the organization before conversion;(2) The name and form of the organization after conversion;(3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and(4) The organizational documents of the converted organization.(c) Subject to Section 1-909 of this title, a plan of conversion must be consented to by all the partners of a converting partnership.(d) Subject to Section 1-909 of this title and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 1-903 of this title, a converting partnership may amend the plan or abandon the planned conversion:(1) As provided in the plan; and(2) Except as prohibited by the plan, by the same consent as was required to approve the plan.Added by Laws 1997, c. 399, § 48, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 57, eff. Nov. 1, 2004.