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2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-507A. Right to distribution.

RIGHT TO DISTRIBUTION.
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
Added by Laws 2010, c. 384, § 49, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-508A. Limitations on distribution.

LIMITATIONS ON DISTRIBUTION.
(a) A limited partnership may not make a distribution in violation of the partnership agreement.
(b) A limited partnership may not make a distribution if after the distribution:
(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or
(2) the limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(d) Except as otherwise provided in subsection (g) of this section, the effect of a distribution under subsection (b) of this section is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(2) in all other cases, as of the date:
(A)
the distribution is authorized, if the payment occurs within one hundred twenty (120) days after that date; or
(B)
the payment is made, if payment occurs more than one hundred twenty (120) days after the distribution is authorized.
(e) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.
(f) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
Added by Laws 2010, c. 384, § 50, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-509A. Liability for improper distributions.

LIABILITY FOR IMPROPER DISTRIBUTIONS.
(a) A general partner that consents to a distribution made in violation of Section 50 of this act is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with Section 42 of this act.
(b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of Section 50 of this act is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under Section 50 of this act.
(c) A general partner against which an action is commenced under subsection (a) of this section may:
(1) implead in the action any other person that is liable under subsection (a) of this section and compel contribution from the person; and
(2) implead in the action any person that received a distribution in violation of subsection (b) of this section and compel contribution from the person in the amount the person received in violation of subsection (b) of this section.
(d) An action under this section is barred if it is not commenced within two (2) years after the distribution.
Added by Laws 2010, c. 384, § 51, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-602A. Effect of dissociation as limited partner.

EFFECT OF DISSOCIATION AS LIMITED PARTNER.
(a) Upon a person’s dissociation as a limited partner:
(1) subject to Section 62 of this act, the person does not have further rights as a limited partner;
(2) the person’s obligation of good faith and fair dealing as a limited partner under subsection (b) of Section 33 of this act continues only as to matters arising and events occurring before the dissociation; and
(3) subject to Section 62 of this act and Article 11 of this act, any transferable interest owned by the person in the person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
(b) A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
Added by Laws 2010, c. 384, § 53, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-604A. Person's power to dissociate as general partner - Wrongful dissociation.

PERSON’S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 54 of this act.
(b) A person’s dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) it occurs before the cessation of the limited partnership, and:
(A)
the person withdraws as a general partner by express will;
(B)
the person is expelled as a general partner by judicial determination under paragraph (5) of Section 54 of this act;
(C)
the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D)
in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 83 of this act, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
Added by Laws 2010, c. 384, § 55, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-605A. Effect of dissociation as general partner.

EFFECT OF DISSOCIATION AS GENERAL PARTNER.
(a) Upon a person’s dissociation as a general partner:
(1) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates;
(2) the person’s duty of loyalty as a general partner under paragraph (3) of subsection (b) of Section 42 of this act terminates;
(3) the person’s duty of loyalty as a general partner under paragraphs (1) and (2) of subsection (b) of Section 42 of this act and duty of care under subsection (c) of Section 42 of this act continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;
(4) the person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5) subject to Section 62 of this act and Article 11 of this act, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.
(b) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
Added by Laws 2010, c. 384, § 56, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-606A. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER.
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 of this act, or merged out of existence under Article 11 of this act, the limited partnership is bound by an act of the person only if:
(1) the act would have bound the limited partnership under Section 36 of this act before the dissociation; and
(2) at the time the other party enters into the transaction:
(A)
less than two (2) years has passed since the dissociation; and
(B)
the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a) of this section, the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a) of this section; 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, § 57, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-607A. Liability to other persons of person dissociated as general partner.

LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER.
(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of this section, the person is not liable for a limited partnership’s obligation incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under Section 38 of this act on an obligation incurred by the limited partnership under Section 66 of this act.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) a general partner would be liable on the transaction; and
(2) at the time the other party enters into the transaction:
(A)
less than two (2) years has passed since the dissociation; and
(B)
the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.
Added by Laws 2010, c. 384, § 58, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-702A. Transfer of partner's transferable interest.

TRANSFER OF PARTNER’S TRANSFERABLE INTEREST.
(a) A transfer, in whole or in part, of a partner’s transferable interest:
(1) is permissible;
(2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and
(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership’s activities, to require access to information concerning the limited partnership’s transactions except as otherwise provided in subsection (c) of this section, or to inspect or copy the required information or the limited partnership’s other records.
(b) A transferee has a right to receive, in accordance with the transfer:
(1) distributions to which the transferor would otherwise be entitled; and
(2) upon the dissolution and winding up of the limited partnership’s activities the net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(e) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations under Sections 44 and 51 of this act. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
Added by Laws 2010, c. 384, § 60, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-703A. Rights of creditor of partner or transferee.

RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE.
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. 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 to give effect to the charging order.
(b) A charging order constitutes a lien on the judgment debtor’s transferable interest. The court may order a foreclosure upon 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 limited partnership property, by one or more of the other partners; or
(3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(d) The Uniform Limited Partnership Act of 2010 does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner’s or transferee’s transferable interest.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor’s transferable interest.
Added by Laws 2010, c. 384, § 61, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-704A. Power of estate of deceased partner.

POWER OF ESTATE OF DECEASED PARTNER.
If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in Section 60 of this act and, for the purposes of settling the estate, may exercise the rights of a current limited partner under Section 32 of this act.
Added by Laws 2010, c. 384, § 62, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-801A. Nonjudicial dissolution.

NONJUDICIAL DISSOLUTION.
Except as otherwise provided in Section 64 of this act, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(1) the happening of an event specified in the partnership agreement;
(2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) after the dissociation of a person as a general partner:
(A)
if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within ninety (90) days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B)
if the limited partnership does not have a remaining general partner, the passage of ninety (90) days after the dissociation, unless before the end of the period:
(i)
consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii)
at least one person is admitted as a general partner in accordance with the consent; or
(4) the passage of ninety (90) days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.
Added by Laws 2010, c. 384, § 63, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-802A. Judicial dissolution.

JUDICIAL DISSOLUTION.
On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
Added by Laws 2010, c. 384, § 64, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-803A. Winding up.

WINDING UP.
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership’s property, settle disputes by mediation or arbitration, file a statement of cessation as provided in Section 21 of this act, and perform other necessary acts; and
(2) shall discharge the limited partnership’s liabilities, settle and close the limited partnership’s activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership’s activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a general partner under Section 66 of this act; and
(2) shall promptly amend the certificate of limited partnership to state:
(A)
that the limited partnership does not have a general partner;
(B)
the name of the person that has been appointed to wind up the limited partnership; and
(C)
the street and mailing address of the person.
(d) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership’s activities, if:
(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c) of this section; or
(2) the applicant establishes other good cause.
Added by Laws 2010, c. 384, § 65, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-804A. Power of general partner and person dissociated as general partner to bind partnership after dissolution.

POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION.
(a) A limited partnership is bound by a general partner’s act after dissolution which:
(1) is appropriate for winding up the limited partnership’s activities; or
(2) would have bound the limited partnership under Section 36 of this act before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) at the time the other party enters into the transaction:
(A)
less than two (2) years has passed since the dissociation; and
(B)
the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) the act:
(A)
is appropriate for winding up the limited partnership’s activities; or
(B)
would have bound the limited partnership under Section 36 of this act before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
Added by Laws 2010, c. 384, § 66, eff. Jan. 1, 2011.
2023 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.
2023 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.
2023 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.