reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-808A. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.
If a claim against a dissolved limited partnership is barred under Section 68 or 69 of this act, any corresponding claim under Section 38 of this act is also barred.
Added by Laws 2010, c. 384, § 70, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-809A. Cessation of good standing.

CESSATION OF GOOD STANDING.
(a) A limited partnership ceases to be in good standing if it does not, within sixty (60) days after the due date:
(1) pay any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law; or
(2) deliver its annual certificate to the Secretary of State.
(b) Except for accepting a certificate of resignation of a registered agent when a successor registered agent is not being appointed or an application for reinstatement, the Secretary of State shall not accept for filing any certificate or articles, or issue any certificate of good standing, in respect to any limited partnership that has ceased to be in good standing, unless or until the limited partnership has been reinstated as a limited partnership in good standing.
(c) A limited partnership that has ceased to be in good standing may not maintain any action, suit or proceeding in any court of this state until the limited partnership has been reinstated as a limited partnership in good standing. Any successor or assignee of the limited partnership may not maintain an action, suit or proceeding in any court of this state on any right, claim or demand arising out of the transaction of business by the limited partnership after it has ceased to be in good standing until the limited partnership, or any person that has acquired all or substantially all of its assets, has caused the limited partnership to be reinstated as a limited partnership in good standing.
(d) The failure of a limited partnership to file an annual certificate and pay a required fee to the Secretary of State shall not impair the validity on any contract, deed, mortgage, security interest, lien or act of the limited partnership or prevent the limited partnership from defending any action, suit or proceeding with any court of this state.
(e) A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the failure of the limited partnership to file an annual certificate or pay a required fee to the Secretary of State or by reason of the limited partnership ceasing to be in good standing.
Added by Laws 2010, c. 384, § 71, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-810A. Reinstatement after cessation of good standing.

REINSTATEMENT AFTER CESSATION OF GOOD STANDING.
(a) A limited partnership that has ceased to be in good standing may apply to the Secretary of State for reinstatement after the date it ceased to be in good standing. The application must be delivered to the Secretary of State for filing and state:
(1) the name of the limited partnership and the date it ceased to be in good standing;
(2) that the grounds for cessation of good standing either did not exist or have been eliminated; and
(3) that the limited partnership’s name satisfies the requirements of Section 8 of this act.
If the limited partnership ceased to be in good standing because it failed to file an annual certificate or pay a required fee, the application shall be accompanied with the submission of all delinquent annual certificates and payment of all delinquent fees.
(b) If the Secretary of State determines that an application contains the information required by subsection (a) of this section, the application is accompanied by all required certificates and fees, the name satisfies the requirements of Section 8 of this act, and that the information is correct, the Secretary of State shall accept the application for reinstatement and issue a certificate of reinstatement. The application for reinstatement may be accompanied by an amendment to the limited partnership’s certificate of limited partnership. If the limited partnership is required to change its name because its name at the time it ceased to be in good standing is no longer available, the application for reinstatement must be accompanied by an amendment to the limited partnership’s certificate of limited partnership changing its name. Any amendment is subject to the payment of the additional fee required in Section 24 of this act for amendments.
(c) When reinstatement becomes effective, it relates back to and takes effect as of the date the limited partnership ceased to be in good standing and the limited partnership may resume its activities as if the cessation of good standing had never occurred.
Added by Laws 2010, c. 384, § 72, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-811A. Appeal from denial of reinstatement.

APPEAL FROM DENIAL OF REINSTATEMENT.
(a) Within thirty (30) days after denial of its application for reinstatement, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to restore its good standing. The petition must be served on the Secretary of State and contain a copy of the limited partnership’s application for reinstatement.
(b) The court may summarily order the Secretary of State to restore the good standing of the limited partnership or may take other action the court considers appropriate.
Added by Laws 2010, c. 384, § 73, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-812A. Disposition of assets - When contributions required.

DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.
(a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) of this section must be paid in cash as a distribution.
(c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 58 of this act shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2) of this subsection, further additional contributions are determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under paragraph (2) or (3) of subsection (c) of this section may recover from any person whose failure to contribute under paragraph (1) or (2) of subsection (c) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.
(e) The estate of a deceased individual is liable for the person’s obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person’s obligation to contribute under subsection (c) of this section.
Added by Laws 2010, c. 384, § 74, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-901A. Governing law.

GOVERNING LAW.
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
(b) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.
(c) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
Added by Laws 2010, c. 384, § 75, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-902A. Application for certificate of authority.

APPLICATION FOR CERTIFICATE OF AUTHORITY.
(a) A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must state:
(1) the name of the foreign limited partnership and, if the name does not comply with Section 8 of this act, a fictitious name adopted pursuant to subsection (a) of Section 79 of this act.
(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized;
(3) the street and mailing address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;
(4) the name and street and mailing address of the foreign limited partnership’s initial agent for service of process in this state;
(5) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed pursuant to paragraph (4) of this subsection or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
(6) the name and street and mailing address of each of the foreign limited partnership’s general partners; and
(7) whether the foreign limited partnership is a foreign limited liability limited partnership.
(b) A foreign limited partnership shall deliver with the completed application a certificate of good standing or existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited partnership’s publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized.
Added by Laws 2010, c. 384, § 76, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-903A. Activities not constituting transacting business.

ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.
(a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include:
(1) maintaining, defending, and settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership’s own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions of a like manner; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.
Added by Laws 2010, c. 384, § 77, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-904A. Filing of certificate of authority.

FILING OF CERTIFICATE OF AUTHORITY.
Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Partnership Act of 2010, the Secretary of State, upon payment of all filing fees, shall file the application and return a file stamped copy of the filed certificate to the person filing the record or the person’s representative.
Added by Laws 2010, c. 384, § 78, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-905A. Noncomplying name of foreign limited partnership.

NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP.
(a) A foreign limited partnership whose name does not comply with Section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, a fictitious name that complies with Section 8 of this act. After obtaining a certificate of authority with a fictitious name, a foreign limited partnership shall transact business in this state under that name.
(b) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with Section 8 of this act, it may not thereafter transact business in this state until it complies with subsection (a) of this section and obtains an amended certificate of authority.
Added by Laws 2010, c. 384, § 79, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-906A. Revocation of certificate of authority.

REVOCATION OF CERTIFICATE OF AUTHORITY.
The Secretary of State shall revoke a certificate of authority of a foreign limited partnership to transact business in this state if the foreign limited partnership does not:
(1) pay, within sixty (60) days after the due date, any fee due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law;
(2) deliver, within sixty (60) days after the due date, its annual certificate required under Section 28 of this act;
(3) appoint and maintain an agent for service of process as required by subsection (b) of Section 14 of this act; or
(4) deliver for filing a statement of a change under Section 15 of this act within thirty (30) days after a change has occurred in the name or address of the agent.
Added by Laws 2010, c. 384, § 80, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-907A. Cancellation of certificate of authority - Effect of failure to have certificate.

CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.
(a) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation stating its name, jurisdiction of formation, and address for service of process. The certificate is canceled when the notice becomes effective under Section 24 of this act.
(b) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(c) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.
(d) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership’s having transacted business in this state without a certificate of authority.
(e) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this state.
Added by Laws 2010, c. 384, § 81, eff. Jan. 1, 2011.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-1203A. Application to existing relationships.

APPLICATION TO EXISTING RELATIONSHIPS.
(a) Before July 1, 2011, the Uniform Limited Partnership Act of 2010 governs only:
(1) a limited partnership formed on or after January 1, 2011; and
(2) except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2011, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to the Uniform Limited Partnership Act of 2010.
(b) Except as otherwise provided in subsection (c) of this section, on and after July 1, 2011, the Uniform Limited Partnership Act of 2010 governs all limited partnerships.
(c) With respect to a limited partnership formed before January 1, 2011, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Subsection (c) of Section 4 of this act does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2011.
(2) The limited partnership is not required to amend its certificate of limited partnership to comply with paragraph (4) of subsection (a) of Section 19 of this act.
(3) Sections 52 and 53 of this act do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2011.
(4) Paragraph (4) of Section 54 of this act does not apply.
(5) Paragraph (5) of Section 54 of this act does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2011.
(6) Paragraph (3) of Section 63 of this act does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2011.
(d) With respect to a limited partnership that elects pursuant to paragraph (2) of subsection (a) of this section to be subject to the Uniform Limited Partnership Act of 2010, after the election takes effect the provisions of the Uniform Limited Partnership Act of 2010 relating to the liability of the limited partnership’s general partners to third parties apply:
(1) before July 1, 2011, to:
(A)
a third party that had not done business with the limited partnership in the year before the election took effect; and
(B)
a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(2) on and after July 1, 2011, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (B) of paragraph (1) of this subsection.
Added by Laws 2010, c. 384, § 103, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-1207A. Savings clause.

SAVINGS CLAUSE.
The Uniform Limited Partnership Act of 2010 does not affect an action commenced, proceeding brought, or right accrued before the Uniform Limited Partnership Act of 2010 takes effect.
Added by Laws 2010, c. 384, § 104, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.3. Purpose of act.

It shall be the purpose of this act to:
1. Provide aid and assistance for indigent or unemployable citizens of the state who meet the minimum requirements hereinafter described;
2. Provide temporary emergency assistance to those victims of emergencies resulting from fire, flood, tornado and other acts of God; and
3. Provide for the receipt, warehousing, transporting and distributing of any item of value donated to the State of Oklahoma by the United States Department of Agriculture, or any other agency of the federal government, or any agency or subdivisions of state, county or city government, with whom the Oklahoma Emergency Relief Board enters into a contract.
Added by Laws 1951, p. 151, § 3, emerg. eff. April 5, 1951. Amended by Laws 1994, c. 87, § 1, eff. Sept. 1, 1994.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.5. Definitions.

A. The word "unemployable", as used in this act, is hereby defined as meaning those persons who are unable to:
1. Secure employment due to physical or mental disability, infirmity, temporary illness, or other disability which prevents such person from securing employment; or
2. Secure employment due to Federal Relief Administration rules regarding age requirements or work relief programs; or
3. Secure employment due to ineligibility for workmen's compensation insurance; and
4. Leave their homes to procure employment because of illness of persons who are in their care and who require constant supervision and attention.
B. "Indigent" means a person who does not have sufficient property or means to support members of his or her family who are lawfully dependent upon him or her for support, and who has no one legally liable to support and maintain him or her.
Added by Laws 1951, p. 151, § 5, emerg. eff. April 5, 1951. Amended by Laws 1994, c. 87, § 2, eff. Sept. 1, 1994.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.6. Eligibility for assistance.

(A) Any person in order to be eligible to receive assistance under the provisions of this act must have been a bona fide citizen and actual resident of this state for a period of one (1) year immediately prior to the date of application for assistance provided by this act.
(B) Other minimum requirements will be established by rules and regulations promulgated by the Board and adopted by said Board in official meeting.
(C) Repealed by Laws 1957, p. 455, § 7, emerg. eff. Jan. 22, 1957.
Added by Laws 1951, p. 152, § 6, emerg. eff. April 5, 1951. Amended by Laws 1957, p. 455, § 7, emerg. eff. Jan. 22, 1957.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.7. Temporary relief employment of destitute but able-bodied persons.

The Oklahoma Emergency Relief Board may provide temporary relief employment to destitute but able-bodied persons not otherwise cared for by the federal government, state or county agencies, public or private charity organizations or institutions; provided, that the maximum amount paid for such employment does not exceed the maximum amount paid to a destitute and unemployable person, and such employment shall be granted in accordance with rules and regulations promulgated by said Board.
Added by Laws 1951, p. 152, § 7, emerg. eff. April 5, 1951.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.8. Victims of disasters.

Emergency assistance may be extended to victims of disasters as a result of fire, flood, tornado and other acts of God, but such assistance shall be for a period of not to exceed ninety (90) days, unless the applicant meets all requirements for general relief assistance.
Added by Laws 1951, p. 152, § 8, emerg. eff. April 5, 1951.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.9. Equipment of governmental agencies, use of.

Any department or institution of the state, or of any county, city, town or school district, is hereby authorized to permit any of its equipment to be used by the Oklahoma Emergency Relief Board; provided, that the cost of utilizing any equipment of such agencies of government shall be paid for by the Oklahoma Emergency Relief Board out of funds appropriated to carry out the purposes of this act.
Added by Laws 1951, p. 152, § 9, emerg. eff. April 5, 1951.
2023 Oklahoma Statutes › Title 56. Poor Persons › §56-26.10. Direct relief.

(A) The Oklahoma Department of Institutions, Social and Rehabilative Services is authorized to maintain a general relief fund account for direct relief purposes, and monies allocated to said fund shall be made, upon order of the Oklahoma Department of Institutions, Social and Rehabilitative Services, direct to the State Budget Director; the State Treasurer shall thereupon issue his warrant to credit said funds to the General Relief Account, as provided herein.
(B) Payments made to eligible clients for direct relief shall be disbursed to said clients from or through the state office of the Oklahoma Department of Institutions, Social and Rehabilitative Services.
(C) No grant made to a client under the provisions of this act shall be subject to assignment for discount, garnishment, or other means of final process.
(D) Where a voucher is issued by the Oklahoma Department of Institutions, Social and Rehabilative Services a copy of the voucher register shall be furnished the State Treasurer for the purpose of paying out any money subject to disbursement under direction of the Oklahoma Department of Institutions, Social and Rehabilitative Service; any right to payment on such voucher, or to recover thereon, shall cease after six (6) months from the date of registration, which registration shall then be cancelled, and any obligation represented thereby against the funds, or otherwise, shall then expire.
Added by Laws 1951, p. 152, § 10, emerg. eff. April 5, 1951. Amended by Laws 1979, c. 47, § 27, emerg. eff. April 9, 1979.