reglab/housing_qa huggingface dataset:
54 OK Stat § 54-500-908A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-908A. Action by Attorney General.

|ACTION BY ATTORNEY GENERAL. |The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.Added by Laws 2010, c. 384, § 82, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1001A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1001A. Direct action by partner.

|DIRECT ACTION BY PARTNER. |(a) Subject to subsection (b) of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or the Uniform Limited Partnership Act of 2010 or arising independently of the partnership relationship.(b) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.Added by Laws 2010, c. 384, § 83, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1002A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1002A. Derivative action.

|DERIVATIVE ACTION. |A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or(2) a demand would be futile.Added by Laws 2010, c. 384, § 84, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1003A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1003A. Proper plaintiff.

|PROPER PLAINTIFF. |A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:(1) that was a partner when the conduct giving rise to the action occurred; or(2) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.Added by Laws 2010, c. 384, § 85, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1004A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1004A. Pleading.

|PLEADING. |In a derivative action, the complaint must state with particularity:(1) the date and content of plaintiff’s demand and the general partners’ response to the demand; or(2) why demand should be excused as futile.Added by Laws 2010, c. 384, § 86, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1005A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1005A. Proceeds and expenses.

|PROCEEDS AND EXPENSES. |(a) Except as otherwise provided in subsection (b) of this section:(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.Added by Laws 2010, c. 384, § 87, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1102A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1102A. Conversion.

|CONVERSION. |(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and Sections 90 through 92 of this act 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; and(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.Added by Laws 2010, c. 384, § 89, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1103A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1103A. Action on plan of conversion by converting limited partnership.

|ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP. |(a) Subject to Section 97 of this act and unless the limited partnership’s partnership agreement otherwise provides, a plan of conversion must be consented to by all the partners of a converting limited partnership.(b) Subject to Section 97 of this act and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 91 of this act, a converting limited 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 2010, c. 384, § 90, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1104A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1104A. Filings required for conversion - Effective date.

|FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. |(a) After a plan of conversion is approved:(1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:(A)a statement that the limited partnership has been converted into another organization;(B)the name and form of the organization and the jurisdiction of its governing statute;(C)the date the conversion is effective under the governing statute of the converted organization;(D)a statement that the conversion was approved as required by the Uniform Limited Partnership Act of 2010;(E)a statement that the conversion was approved as required by the governing statute of the converted organization; and(F)if the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Secretary of State may use for the purposes of subsection (c) of Section 92 of this act; and(2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by Section 19 of this act:(A)a statement that the limited partnership was converted from another organization;(B)the name and form of the organization and the jurisdiction of its governing statute; and(C)a statement that the conversion was approved in a manner that complied with the organization’s governing statute.(b) A conversion becomes effective:(1) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and(2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.Added by Laws 2010, c. 384, § 91, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1105A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1105A. Effect of conversion.

|EFFECT OF CONVERSION. |(a) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(b) When a conversion takes effect:(1) all property owned by the converting organization remains vested in the converted organization;(2) all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;(4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;(6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of Article 8 of this act; and(7) the conversion does not authorize a converted organization that is a foreign organization to transact business in this state.(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in Section 17 of this act.Added by Laws 2010, c. 384, § 92, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1106A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1106A. Merger.

|MERGER. |(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 94 through 96 of this act and a plan of merger, if:(1) the governing statute of each of the other organizations authorizes the merger;(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and(3) each of the other organizations complies with its governing statute in effecting the merger.(b) A plan of merger must be in a record and must include:(1) the name and form of each constituent organization;(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;(4) if the surviving organization is to be created by the merger, the surviving organization’s organizational documents; and(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents.Added by Laws 2010, c. 384, § 93, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1107A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1107A. Action on plan of merger by constituent limited partnership.

|ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP. |(a) Subject to Section 97 of this act and unless a limited partnership’s partnership agreement otherwise provides, a plan of merger must be consented to by all the partners of a constituent limited partnership.(b) Subject to Section 97 of this act and unless a limited partnership’s partnership agreement otherwise provides, any contractual rights, after a merger is approved, and at any time before a filing is made under Section 95 of this act, a constituent limited partnership may amend the plan or abandon the planned merger:(1) as provided in the plan; and(2) except as prohibited by the plan, with the same consent as was required to approve the plan.Added by Laws 2010, c. 384, § 94, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1108A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1108A. Filings required for merger - Effective date.

|FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. |(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and(2) each other preexisting constituent organization, by an authorized representative.(b) The articles of merger must include:(1) the name and form of each constituent organization and the jurisdiction of its governing statute;(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;(3) the date the merger is effective under the governing statute of the surviving organization;(4) if the surviving organization is to be created by the merger:(A)if it will be a limited partnership, the limited partnership’s certificate of limited partnership; or(B)if it will be an organization other than a limited partnership, the organizational document that creates the organization;(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;(6) a statement as to each constituent organization that the merger was approved as required by the organization’s governing statute;(7) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the Secretary of State may use for the purposes of subsection (b) of Section 96 of this act; and(8) any additional information required by the governing statute of any constituent organization.(c) The articles of merger shall be signed and delivered by each constituent limited partnership for filing in the Office of the Secretary of State.(d) A merger becomes effective under this article:(1) if the surviving organization is a limited partnership, upon the later of:(A)compliance with subsection (c) of this section; or(B)subject to subsection (c) of Section 24 of this act, as specified in the articles of merger; or(2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.Added by Laws 2010, c. 384, § 95, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1109A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1109A. Effect of merger.

|EFFECT OF MERGER. |(a) When a merger becomes effective:(1) the surviving organization continues or comes into existence;(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;(4) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;(8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of Article 8 of this act;(9) if the surviving organization is created by the merger:(A)if it is a limited partnership, the certificate of limited partnership becomes effective; or(B)if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and(10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in Section 17 of this act.Added by Laws 2010, c. 384, § 96, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1110A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1110A. Restrictions on approval of conversions and mergers and on relinquishing LLP Status.

|RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. |(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:(1) the limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and(2) the partner has consented to the provision of the partnership agreement.(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:(1) the limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and(2) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.(c) A partner does not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.Added by Laws 2010, c. 384, § 97, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1112A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1112A. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

|POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER. |(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 36 of this act; and(2) at the time the third party enters into the transaction, the third party:(A)does not have notice of the conversion or merger; and(B)reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under Section 36 of this act if the person had been a general partner; and(2) at the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:(A)does not have notice of the dissociation;(B)does not have notice of the conversion or merger; and(C)reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b) of this section, the person is liable:(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.Added by Laws 2010, c. 384, § 99, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1113A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1113A. Article not exclusive.

|ARTICLE NOT EXCLUSIVE. |This article does not preclude an entity from being converted or merged under other law.Added by Laws 2010, c. 384, § 100, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1201A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1201A. Uniformity of application and construction.

|UNIFORMITY OF APPLICATION AND CONSTRUCTION. |In applying and construing the Uniform Limited Partnership Act of 2010, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.Added by Laws 2010, c. 384, § 101, eff. Jan. 1, 2011.
54 OK Stat § 54-500-1202A (2021)
2021 Oklahoma Statutes|Title 54. Partnership|§54-500-1202A. Relation to electronic signatures in Global and National Commerce Act.

|RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. |The Uniform Limited Partnership Act of 2010 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but the Uniform Limited Partnership Act of 2010 does not modify, limit, or supersede Section 101(c) of the federal Electronic Signatures in Global and National Commerce Act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.Added by Laws 2010, c. 384, § 102, eff. Jan. 1, 2011.