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2023 Oklahoma Statutes › Title 54. Partnership › §54-1-903. Filings Required for Conversion - Effective Date.

Filings Required for Conversion; Effective Date.
(a) After a plan of conversion is approved, if
(i)
the converted organization is a domestic converted partnership, or
(ii)
the governing statute of the converted organization does not provide for the filing of a conversion notice with the Secretary of State, or
(iii)
the converted organization is a foreign organization:
(1) a converting partnership shall deliver to the Secretary of State for filing a certificate of conversion, which must include:
(i)
a statement that the partnership was converted from, or has been converted to, another organization, as the case may be;
(ii)
the name and form of the converting organization and the jurisdiction of its governing statute;
(iii)
the date the conversion is effective under the governing statute of the converted organization;
(iv)
a statement that the conversion was approved as required by Section 1-902 of this title, if the converted organization is not a converted partnership;
(v)
a statement that the conversion was approved as required by the governing statute of the converted organization, if the converted organization is a converted partnership; and
(vi)
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 1-904 of this title.
(2) if the governing statute of the converted organization requires the filing of an organizational document with the Secretary of State, the converted organization shall deliver to the Secretary of State for filing the required organizational document.
(b) A conversion becomes effective upon the future effective date or time set forth in the certificate of conversion, which shall be a date or time certain not later than ninety (90) days after the filing. If the certificate of conversion does not set forth a future effective date or time, the conversion becomes effective:
(1) if the converted organization is a domestic organization, when the certificate of conversion takes effect; and
(2) if the converted organization is a foreign organization, as provided by the governing act of the converted organization.
Added by Laws 1997, c. 399, § 49, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 58, eff. Nov. 1, 2004; Laws 2008, c. 253, § 35.
NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-904. Effect of conversion - Entity unchanged.

Effect of Conversion; Entity Unchanged.
(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 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; and
(6) except as otherwise agreed, the conversion does not dissolve a converting partnership for the purposes of Article 8.
(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 partnership, if before the conversion the converting 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.
Added by Laws 1997, c. 399, § 50, eff. Nov. 1, 1997. Amended by Laws 2004, c. 255, § 59, eff. Nov. 1, 2004; Laws 2008, c. 253, § 36.
NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-905. Merger of Partnerships.

Merger of Partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) the street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;
(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan of merger.
Added by Laws 1997, c. 399, § 51, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-907. Statement of Merger.

Statement of Merger. (a) After a merger, the surviving partnership or limited partnership may file a statement with the Secretary of State that one or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnership were merged;
(3) the street address of the surviving entity's chief executive office and of an office in this State, if any;
(4) whether the surviving entity is a partnership or a limited partnership; and
(5) a statement that the plan of merger was approved and executed as required by law by each partnership or limited partnership which is to merge, and of the effective date or time of the merger if it is not to be effective upon the filing of the certificate of merger.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of Section 14 of this act, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of Section 14 of this act, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of Section 6 of this act, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
Added by Laws 1997, c. 399, § 53, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-909. Personal liability of partner of converting or constituent partnership - Consent.

Personal liability of partner of converting or constituent partnership; Consent.
(a) If a partner of a converting or constituent 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 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) A cancellation of a statement of qualification of a partnership as a limited liability partnership is ineffective without the consent of each general partner unless:
(1) the partnership agreement provides for the amendment with the consent of less than all the partners; and
(2) each 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 that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Added by Laws 2004, c. 255, § 60, eff. Nov. 1, 2004.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1002. Name.

Name. The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
Added by Laws 1997, c. 399, § 56, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1101. Law Governing Foreign Limited Liability Partnership.

Law Governing Foreign Limited Liability Partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.
(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
Added by Laws 1997, c. 399, § 57, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1102. Statement Of Foreign Qualification.

Statement Of Foreign Qualification. (a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and, if different from the legal name of the partnership, the name under which the partnership will conduct business ending with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";
(2) the street address of the partnership's chief executive office and, if different, the street address of an office of the partnership in this state, if any;
(3) if there is no office of the partnership in this state, the name and street address of the partnership's agent for service of process; and
(4) a deferred effective date, if any.
(b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection (d) of Section 6 of this act.
(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
Added by Laws 1997, c. 399, § 58, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1103. Effect Of Failure To Qualify.

Effect Of Failure To Qualify. (a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(c) A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
Added by Laws 1997, c. 399, § 59, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1104. Activities Not Constituting Transacting Business.

Activities Not Constituting Transacting Business. (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include:
(1) maintaining, defending, or settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the 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 through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property;
(8) collecting debts or foreclosing 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; 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 liability partnership to service of process, taxation, or regulation under any other law of this state.
Added by Laws 1997, c. 399, § 60, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1201. Uniformity of Application and Construction.

Uniformity of Application and Construction. This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.
Added by Laws 1997, c. 399, § 62 eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-1-1206. Applicability.

Applicability. (a) Before November 1, 1998, the Oklahoma Revised Uniform Partnership Act governs only:
(1) a partnership or limited liability partnership formed on or after November 1, 1997, unless that partnership or limited liability partnership is continuing the business of a dissolved partnership or limited liability partnership; and
(2) a partnership or limited liability partnership formed before November 1, 1997, that elects, as provided by subsection (c) of this section, to be governed by the Oklahoma Revised Uniform Partnership Act.
(b) On and after November 1, 1998, the Oklahoma Revised Uniform Partnership Act governs all partnerships and limited liability partnerships.
(c) Before November 1, 1998, a partnership or limited liability partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by the Oklahoma Revised Uniform Partnership Act. The provisions of the Oklahoma Revised Uniform Partnership Act relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership or limited liability partnership within one (1) year preceding the election to be governed by the Oklahoma Revised Uniform Partnership Act only if the third party knows or has received a notification of the election to be governed by the Oklahoma Revised Uniform Partnership Act.
(d) Before November 1, 1998, a partnership or limited liability partnership continues to be governed by the law in effect prior to November 1, 1997.
Added by Laws 1997, c. 399, § 63, eff. Nov. 1, 1997. Amended by Laws 1998, c. 422, § 29, eff. Nov. 1, 1998.
2023 Oklahoma Statutes › Title 54. Partnership › §54-81. Certificate where fictitious name used - Filing - Exemption.

A. Except as otherwise provided by law, every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as partners in the business, must file for recording with the Secretary of State, a certificate, stating the names in full of all the members of the partnership, their resident street addresses, the state or other jurisdiction of its organization and the physical office address of the partnership.
B. The provisions of subsection A of this section shall not apply to partnerships or limited partnerships which are transacting business under a name filed with the Secretary of State in compliance with other law.
R.L. 1910, § 4469. Amended by Laws 1981, c. 252, § 1; Laws 1982, c. 82, § 1; Laws 1997, c. 399, § 65, eff. Nov. 1, 1997; Laws 2001, c. 406, § 20, emerg. eff. June 4, 2001.
2023 Oklahoma Statutes › Title 54. Partnership › §54-83. Execution of certificate - Acknowledgment - Effect of noncompliance - Compliance at any time.

The certificate required by Section 81 of this title shall be signed by at least two of the partners. Persons doing business as partners, under a fictitious name, contrary to the provisions of this article, shall not maintain any action on or on account of any contracts made or transactions had in their partnership name in any court of this state until they have first filed the certificate; provided however, that if the partners shall at any time comply with the provisions of Sections 81 through 86 of this title, the partnership shall have the right to maintain an action in all partnership contracts and transactions entered into prior to as well as after compliance, and the disabilities imposed on partnerships for failure to comply shall be thereby removed.
R.L. 1910, § 4471. Amended by Laws 1982, c. 82, § 2; Laws 1997, c. 399, § 66, eff. Nov. 1, 1997; Laws 1999, c. 421, § 31, eff. Nov. 1, 1999.
2023 Oklahoma Statutes › Title 54. Partnership › §54-84. Amended certificate to be filed, when.

On every change in the members of a partnership transacting business in this state under a fictitious name, or designation which does not show the names of the persons interested as partners in the business, an amended certificate must be filed with the Secretary of State, stating the names in full of all of the current members of the partnership, their places of residence and mailing addresses and the mailing address and physical office address of the partnership.
R.L. 1910, § 4472. Amended by Laws 1982, c. 82, § 3; Laws 1997, c. 399, § 67, eff. Nov. 1, 1997.
2023 Oklahoma Statutes › Title 54. Partnership › §54-84.1. Certificate of cancellation of fictitious name.

Whenever a partnership ceases to transact business in this state under a fictitious name, it shall file a certificate of cancellation of the fictitious name with the Secretary of State, signed by at least two partners, and setting forth the names in full of all of the current members of the partnership, their places of residence, and mailing addresses.
Added by Laws 1999, c. 421, § 32, eff. Nov. 1, 1999.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-104A. Nature, purpose, and duration of entity.

NATURE, PURPOSE, AND DURATION OF ENTITY.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be organized under the Uniform Limited Partnership Act of 2010 for any lawful purpose.
(c) A limited partnership has a perpetual duration unless otherwise specified in its certificate of limited partnership.
Added by Laws 2010, c. 384, § 4, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-105A. Powers.

POWERS.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
Added by Laws 2010, c. 384, § 5, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-107A. Supplemental principles of law - Rate of interest.

SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST.
(a) Unless displaced by particular provisions of the Uniform Limited Partnership Act of 2010, the principles of law and equity supplement the Uniform Limited Partnership Act of 2010.
(b) If an obligation to pay interest arises under the Uniform Limited Partnership Act of 2010 and the rate is not specified, the rate is that specified in Section 727.1 of Title 12 of the Oklahoma Statutes.
Added by Laws 2010, c. 384, § 7, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-108A. Name.

NAME.
(a) The name of a limited partnership may contain the name of any partner.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.
(c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “L.P.” or “LP.”
(d) Unless authorized by subsection (e) of this section, the name of a limited partnership must be distinguishable in the records of the Secretary of State from:
(1) the name of each other limited partnership, corporation, limited liability company or partnership then existing or authorized to transact business in this state or that were in existence or authorized at any time during the preceding three (3) years;
(2) each name reserved under Section 9 of this act; and
(3) each trade name filed with the Secretary of State.
(e) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subsection (d) of this section. The Secretary of State shall authorize use of the name applied for if, as to each conflicting name:
(1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) of this section and is distinguishable in the records of the Secretary of State from the name applied for;
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use in this state the name applied for; or
(3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State that the present user, registrant, or owner of the conflicting name has or will have upon the effective time and date of filed articles of merger or conversion:
(A)
merged into the applicant;
(B)
converted into the applicant; or
(C)
transferred substantially all of its assets, including the conflicting name, to the applicant.
(f) Subject to Section 79 of this act, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state, or applying for a certificate of authority.
Added by Laws 2010, c. 384, § 8, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-109A. Reservation of name.

RESERVATION OF NAME.
(a) The exclusive right to the use of a name that complies with Section 8 of this act may be reserved by:
(1) a person intending to organize a limited partnership under the Uniform Limited Partnership Act of 2010 and to adopt the name;
(2) a limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name;
(3) a foreign limited partnership intending to obtain a certificate of authority to transact business in this state and adopt the name;
(4) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this state and adopt the name;
(5) a foreign limited partnership formed under the name; or
(6) a foreign limited partnership formed under a name that does not comply with subsection (b) or (c) of Section 8 of this act, but the name reserved under this paragraph may differ from the foreign limited partnership’s name only to the extent necessary to comply with subsections (b) and (c) of Section 8 of this act.
(b) A person may apply to reserve a name under subsection (a) of this section by delivering to the Secretary of State for filing an application that states the name to be reserved and the paragraph of subsection (a) of this section which applies. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for sixty (60) days.
(c) An applicant that has reserved a name pursuant to subsection (b) of this section may reserve the same name for additional sixty-day periods. A person having a current reservation for a name may not apply for another sixty-day period for the same name until sixty (60) days have elapsed in the current reservation.
(d) A person that has reserved a name under this section may deliver to the Secretary of State for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the paragraph of subsection (a) of this section which applies to the other person. Subject to subsection (c) of Section 24 of this act, the transfer is effective when the Secretary of State files the notice of transfer.
Added by Laws 2010, c. 384, § 9, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-110A. Effect of partnership agreement - Nonwaivable provision.

EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISION.
(a) Except as otherwise provided in subsection (b) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, the Uniform Limited Partnership Act of 2010 governs relations among the partners and between the partners and the partnership.
(b) A partnership agreement may not:
(1) vary a limited partnership’s power under Section 5 of this act to sue, be sued, and defend in its own name;
(2) vary the law applicable to a limited partnership under Section 6 of this act;
(3) vary the requirements of Section 22 of this act;
(4) vary the information required under Section 11 of this act or unreasonably restrict the right to information under Section 32 or 41 of this act, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) eliminate the duty of loyalty under Section 42 of this act, but the partnership agreement may:
(A)
identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B)
specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) unreasonably reduce the duty of care under subsection (c) of Section 42 of this act;
(7) eliminate the obligation of good faith and fair dealing under subsection (b) of Section 33 of this act and subsection (d) of Section 42 of this act, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(8) vary the power of a person to dissociate as a general partner under subsection (a) of Section 55 of this act except to require that the notice under paragraph (1) of Section 54 of this act be in a record;
(9) vary the power of a court to decree dissolution in the circumstances specified in Section 64 of this act;
(10) vary the requirement to wind up the partnership’s business as specified in Section 65 of this act;
(11) unreasonably restrict the right to maintain an action under Article 10 of this act;
(12) restrict the right of a partner under subsection (a) of Section 97 of this act or the right of a general partner under subsection (b) of Section 97 of this act; or
(13) restrict rights under the Uniform Limited Partnership Act of 2010 of a person other than a partner or a transferee.
Added by Laws 2010, c. 384, § 10, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-111A. Required information.

REQUIRED INFORMATION.
A limited partnership shall maintain at its designated office the following information:
(1) a current list showing the full name and last-known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) a copy of any filed articles of conversion or merger;
(4) a copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) a copy of any financial statement of the limited partnership for the three (3) most recent years;
(7) a copy of the three most recent annual certificates delivered by the limited partnership to the Secretary of State pursuant to Section 28 of this act;
(8) a copy of any record made by the limited partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to the Uniform Limited Partnership Act of 2010 or the partnership agreement; and
(9) unless contained in a partnership agreement made in a record, a record stating:
(A)
the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B)
the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C)
for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D)
any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
Added by Laws 2010, c. 384, § 11, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-112A. Business transactions of partner with partnership.

BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP.
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Added by Laws 2010, c. 384, § 12, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-113A. Dual capacity.

DUAL CAPACITY.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by the Uniform Limited Partnership Act of 2010 and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under the Uniform Limited Partnership Act of 2010 and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under the Uniform Limited Partnership Act of 2010 and the partnership agreement for limited partners.
Added by Laws 2010, c. 384, § 13, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-114A. Office and agent for service of process.

OFFICE AND AGENT FOR SERVICE OF PROCESS.
(a) A limited partnership shall designate and continuously maintain in this state:
(1) an office, which need not be a place of its activity in this state; and
(2) an agent for service of process.
(b) A foreign limited partnership shall designate and continuously maintain in this state an agent for service of process.
(c) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or a corporation, limited liability company, or general or limited partnership including a limited liability partnership or a limited liability limited partnership, formed in or authorized to do business in this state. A domestic limited partnership may be its own agent.
Added by Laws 2010, c. 384, § 14, eff. Jan. 1, 2011. Amended by Laws 2021, c. 51, § 30, eff. Nov. 1, 2021.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-115A. Change of designated office or agent for service of process.

CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.
(a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the Secretary of State for filing a statement of change containing:
(1) the name of the limited partnership or foreign limited partnership;
(2) the street and mailing address of its current designated office;
(3) if the current designated office is to be changed, the street and mailing address of the new designated office;
(4) the name and street and mailing address of its current agent for service of process; and
(5) if the current agent for service of process or an address of the agent is to be changed, the new information.
(b) Subject to subsection (c) of Section 24 of this act, a statement of change is effective when filed by the Secretary of State.
Added by Laws 2010, c. 384, § 15, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-116A. Resignation of agent for service of process.

RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
(a) In order to resign as an agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the Secretary of State for filing a statement of resignation containing the name of the limited partnership or foreign limited partnership.
(b) In the statement of resignation, the registered agent shall certify that at least thirty (30) days before the date of the filing of the statement the registered agent sent due notice of the resignation by certified or registered mail to the limited partnership for which such registered agent was acting, at the principal office thereof, if known to the registered agent or, if not, to the last known address of the attorney or other individual at whose request the registered agent was appointed for such limited partnership.
(c) An agency for service of process is terminated on the 31st day after the Secretary of State files the statement of resignation.
Added by Laws 2010, c. 384, § 16, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-117A. Service of process.

SERVICE OF PROCESS.
(a) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.
(b) If a limited partnership or foreign limited partnership does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the limited partnership or foreign limited partnership upon whom process, notice, or demand may be served. The Secretary of State shall charge the fee prescribed by Section 24 of this act for acting as registered agent.
(c) Service of any process, notice, or demand on the Secretary of State may be made as provided in Section 2004 of Title 12 of the Oklahoma Statutes.
Added by Laws 2010, c. 384, § 17, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-118A. Consent and proxies of partners.

CONSENT AND PROXIES OF PARTNERS.
Action requiring the consent of partners under the Uniform Limited Partnership Act of 2010 may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact.
Added by Laws 2010, c. 384, § 18, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-201A. Formation of limited partnership - Certificate of limited partnership.

FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP.
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with Section 8 of this act;
(2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;
(3) the name and the street and mailing address of each general partner;
(4) whether the limited partnership is a limited liability limited partnership;
(5) the term of its duration if the duration is not to be perpetual; and
(6) any additional information required by Article 11 of this act.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subsection (b) of Section 10 of this act in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a) of this section, subject to subsection (c) of Section 24 of this act, a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
(d) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, cessation, or change or filed articles of conversion or merger:
(1) the partnership agreement prevails as to partners and transferees; and
(2) the filed certificate of limited partnership, statement of dissociation, cessation, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Added by Laws 2010, c. 384, § 19, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-202A. Amendment or restatement of certificate.

AMENDMENT OR RESTATEMENT OF CERTIFICATE.
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11 of this act, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate; and
(3) the changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner; or
(3) the appointment of a person to wind up the limited partnership’s activities under subsection (c) or (d) of Section 65 of this act.
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the Secretary of State for filing a statement of change pursuant to Section 15 of this act or a statement of correction pursuant to Section 25 of this act.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. A certificate of limited partnership may be amended and restated in the same instrument and incurs the same fee as an amended or restated certificate.
(f) A restated certificate reflects the limited partnership’s certificate of limited partnership, as amended.
(g) Subject to subsection (c) of Section 24 of this act, an amendment or restated certificate is effective when filed by the Secretary of State.
Added by Laws 2010, c. 384, § 20, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-203A. Statement of cessation.

STATEMENT OF CESSATION.
A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of cessation that states:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate of limited partnership; and
(3) any other information as determined by the general partners filing the statement or by a person appointed pursuant to subsection (c) or (d) of Section 65 of this act.
Added by Laws 2010, c. 384, § 21, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-205A. Signing and filing pursuant to judicial order.

SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.
(a) If a person required by the Uniform Limited Partnership Act of 2010 to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the district court to order:
(1) the person to sign the record;
(2) the person to deliver the record to the Secretary of State for filing; or
(3) the Secretary of State to file the record unsigned.
(b) If the person aggrieved under subsection (a) of this section is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) of this section may seek the remedies provided in subsection (a) of this section in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this section is effective without being signed.
Added by Laws 2010, c. 384, § 23, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-207A. Correcting filed record.

CORRECTING FILED RECORD.
(a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing, the record contained false or erroneous information or was defectively signed.
(b) A statement of correction may not state a delayed effective date and must:
(1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(2) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(3) correct the incorrect information or defective signature.
(c) When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(1) for the purposes of subsections (c) and (d) of Section 3 of this act; and
(2) as to persons relying on the uncorrected record and adversely affected by the correction.
Added by Laws 2010, c. 384, § 25, eff. Jan. 1, 2011.
2023 Oklahoma Statutes › Title 54. Partnership › §54-500-208A. Liability for false information in filed record.

LIABILITY FOR FALSE INFORMATION IN FILED RECORD.
(a) If a record delivered to the Secretary of State for filing under the Uniform Limited Partnership Act of 2010 and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be false at the time the record was signed; and
(2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under Section 20 of this act, file a petition pursuant to Section 23 of this act, or deliver to the Secretary of State for filing a statement of change pursuant to Section 15 of this act or a statement of correction pursuant to Section 25 of this act.
(b) Signing a record authorized or required to be filed under the Uniform Limited Partnership Act of 2010 constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
Added by Laws 2010, c. 384, § 26, eff. Jan. 1, 2011.