Oklahoma § 54-417

Full text of Oklahoma Oklahoma Statutes § 54-417, with citation guidance and answers to common questions.

§ 54-417.

Repealed by Laws 1997, c. 399, § 70, eff. Nov. 1, 1997.

§54-500-101. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-101A. Short title.

SHORT TITLE.

This act shall be known and may be cited as the “Uniform Limited

Partnership Act of 2010”.

Added by Laws 2010, c. 384, § 1, eff. Jan. 1, 2011.

Oklahoma Statutes - Title 54. Partnership

§54-500-102. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-102A. Definitions.

DEFINITIONS.

In the Uniform Limited Partnership Act of 2010:

(1) “Certificate of limited partnership” means the certificate

required by Section 19 of this act. The term includes the

certificate as amended or restated.

(2) “Contribution”, except in the phrase “right of

contribution”, means any benefit provided by a person to a limited

partnership in order to become a partner or in the person’s capacity

as a partner.

(3) “Debtor in bankruptcy” means a person that is the subject

of:

(A) an order for relief under Title 11 of the United

States Code or a comparable order under a successor

statute of general application; or

(B) a comparable order under federal, state, or foreign

law governing insolvency.

(4) “Designated office” means:

(A) with respect to a limited partnership, the office that

the limited partnership is required to designate and

maintain under Section 14 of this act; and

(B) with respect to a foreign limited partnership, its

principal office.

(5) “Distribution” means a transfer of money or other property

from a limited partnership to a partner in the partner’s capacity as

a partner or to a transferee on account of a transferable interest

owned by the transferee.

(6) “Foreign limited liability limited partnership” means a

foreign limited partnership whose general partners have limited

liability for the obligations of the foreign limited partnership

under a provision similar to subsection (c) of Section 38 of this

act.

(7) “Foreign limited partnership” means a partnership formed

under the laws of a jurisdiction other than this state and required

by those laws to have one or more general partners and one or more

limited partners. The term includes a foreign limited liability

limited partnership.

(8) “General partner” means:

(A) with respect to a limited partnership, a person that:

(i) becomes a general partner under Section 35 of

this act; or

Oklahoma Statutes - Title 54. Partnership

(ii)

was a general partner in a limited partnership

when the limited partnership became subject to

the Uniform Limited Partnership Act of 2010 under

subsection (a) or (b) of Section 103 of this act;

and

(B) with respect to a foreign limited partnership, a

person that has rights, powers, and obligations

similar to those of a general partner in a limited

partnership.

(9) “Limited liability limited partnership”, except in the

phrase “foreign limited liability limited partnership”, means a

limited partnership whose certificate of limited partnership states

that the limited partnership is a limited liability limited

partnership.

(10) “Limited partner” means:

(A) with respect to a limited partnership, a person that:

(i) becomes a limited partner under Section 29 of

this act; or

(ii) was a limited partner in a limited partnership

when the limited partnership became subject to

the Uniform Limited Partnership Act of 2010 under

subsection (a) or (b) of Section 103 of this act;

and

(B) with respect to a foreign limited partnership, a

person that has rights, powers, and obligations

similar to those of a limited partner in a limited

partnership.

(11) “Limited partnership”, except in the phrases “foreign

limited partnership” and “foreign limited liability limited

partnership”, means an entity, having one or more general partners

and one or more limited partners, which is formed under the Uniform

Limited Partnership Act of 2010 by two or more persons or becomes

subject to the Uniform Limited Partnership Act of 2010 under Article

11 of this act or subsection (a) or (b) of Section 106 of this act.

The term includes a limited liability limited partnership.

(12) “Partner” means a limited partner or general partner.

(13) “Partnership agreement” means the partners’ agreement,

whether oral, implied, in a record, or in any combination,

concerning the limited partnership. The term includes the agreement

as amended.

(14) “Person” means an individual; corporation; business trust;

estate; trust; partnership; limited liability company; association;

joint venture; government; governmental subdivision, agency, or

instrumentality; public corporation; or any other legal or

commercial entity.

(15) “Person dissociated as a general partner” means a person

dissociated as a general partner of a limited partnership.

Oklahoma Statutes - Title 54. Partnership

(16) “Principal office” means the office where the principal

executive office of a limited partnership or foreign limited

partnership is located, whether or not the office is located in this

state.

(17) “Record” means information that is inscribed on a tangible

medium or that is stored in an electronic or other medium and is

retrievable in perceivable form.

(18) “Required information” means the information that a

limited partnership is required to maintain under Section 11 of this

act.

(19) “Sign” means:

(A) to execute or adopt a tangible symbol with the present

intent to authenticate a record; or

(B) to attach or logically associate an electronic symbol,

sound, or process to or with a record with the present

intent to authenticate the record.

(20) “State” means a state of the United States, the District

of Columbia, Puerto Rico, the United States Virgin Islands, or any

territory or insular possession subject to the jurisdiction of the

United States.

(21) “Transfer” includes an assignment, conveyance, deed, bill

of sale, lease, mortgage, security interest, encumbrance, gift, and

transfer by operation of law.

(22) “Transferable interest” means a partner’s right to receive

distributions.

(23) “Transferee” means a person to which all or part of a

transferable interest has been transferred, whether or not the

transferor is a partner.

Added by Laws 2010, c. 384, § 2, eff. Jan. 1, 2011.

§54-500-103. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-103A. Knowledge and notice.

KNOWLEDGE AND NOTICE.

(a) A person knows a fact if the person has actual knowledge of

it.

(b) A person has notice of a fact if the person:

(1) knows of it;

(2) has received a notification of it;

(3) has reason to know it exists from all of the facts known to

the person at the time in question; or

(4) has notice of it under subsection (c) or (d) of this

section.

Oklahoma Statutes - Title 54. Partnership

of the Secretary of State is notice that the partnership is a

limited partnership and the persons designated in the certificate as

general partners are general partners. Except as otherwise provided

in subsection (d) of this section, the certificate is not notice of

any other fact.

(d) A person has notice of:

(1) another person’s dissociation as a general partner, ninety

(90) days after the effective date of an amendment to the

certificate of limited partnership which states that the other

person has dissociated or ninety (90) days after the effective date

of a statement of dissociation pertaining to the other person,

whichever occurs first;

(2) a limited partnership’s dissolution, ninety (90) days after

the effective date of an amendment to the certificate of limited

partnership stating that the limited partnership is dissolved;

(3) a limited partnership’s cessation, ninety (90) days after

the effective date of a statement of cessation;

(4) a limited partnership’s conversion under Article 11 of this

act, ninety (90) days after the effective date of the articles of

conversion; or

(5) a merger under Article 11 of this act, ninety (90) days

after the effective date of the articles of merger.

(e) A person notifies or gives a notification to another person

by taking steps reasonably required to inform the other person in

ordinary course, whether or not the other person learns of it.

(f) A person receives a notification when the notification:

(1) comes to the person’s attention; or

(2) is delivered at the person’s place of business or at any

other place held out by the person as a place for receiving

communications.

(g) Except as otherwise provided in subsection (h) of this

section, a person other than an individual knows, has notice, or

receives a notification of a fact for purposes of a particular

transaction when the individual conducting the transaction for the

person knows, has notice, or receives a notification of the fact, or

in any event when the fact would have been brought to the

individual’s attention if the person had exercised reasonable

diligence. A person other than an individual exercises reasonable

diligence if it maintains reasonable routines for communicating

significant information to the individual conducting the transaction

for the person and there is reasonable compliance with the routines.

Reasonable diligence does not require an individual acting for the

person to communicate information unless the communication is part

of the individual’s regular duties or the individual has reason to

know of the transaction and that the transaction would be materially

affected by the information.

Oklahoma Statutes - Title 54. Partnership

(h) A general partner’s knowledge, notice, or receipt of a

notification of a fact relating to the limited partnership is

effective immediately as knowledge of, notice to, or receipt of a

notification by the limited partnership, except in the case of a

fraud on the limited partnership committed by or with the consent of

the general partner. A limited partner’s knowledge, notice, or

receipt of a notification of a fact relating to the limited

partnership is not effective as knowledge of, notice to, or receipt

of a notification by the limited partnership.

Added by Laws 2010, c. 384, § 3, eff. Jan. 1, 2011.

§54-500-104. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

otherwise specified in its certificate of limited partnership.

Added by Laws 2010, c. 384, § 4, eff. Jan. 1, 2011.

§54-500-105. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-106.

2011.

Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

Oklahoma Statutes - Title 54. Partnership

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-106A. Governing law.

GOVERNING LAW.

The law of this state governs relations among the partners of a

limited partnership and between the partners and the limited

partnership and the liability of partners as partners for an

obligation of the limited partnership.

Added by Laws 2010, c. 384, § 6, eff. Jan. 1, 2011.

§54-500-107. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-108. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.”.

contain the phrase “limited liability limited partnership” or the

Oklahoma Statutes - Title 54. Partnership

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

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.

§54-500-109. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-109A.

Reservation of name.

Oklahoma Statutes - Title 54. Partnership

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.

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.

§54-500-110.

2011.

Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

Oklahoma Statutes - Title 54. Partnership

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

Oklahoma Statutes - Title 54. Partnership

(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.

§54-500-111. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

(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;

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.

§54-500-112. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-113. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

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.

§54-500-114. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

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.

§54-500-115. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

Oklahoma Statutes - Title 54. Partnership

(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.

§54-500-116. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

day after the Secretary of State files the statement of resignation.

Added by Laws 2010, c. 384, § 16, eff. Jan. 1, 2011.

§54-500-117. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

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.

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.

§54-500-118. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-201. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

Oklahoma Statutes - Title 54. Partnership

(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.

(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.

§54-500-202. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

(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.

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.

§54-500-203. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

(3) any other information as determined by the general partners

filing the statement or by a person appointed pursuant to subsection

Added by Laws 2010, c. 384, § 21, eff. Jan. 1, 2011.

§54-500-204. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-204A. Signing of records.

SIGNING OF RECORDS.

(a) Each record delivered to the Secretary of State for filing

pursuant to the Uniform Limited Partnership Act of 2010 must be

signed in the following manner:

(1) An initial certificate of limited partnership must be

signed by all general partners listed in the certificate of limited

partnership.

(2) An amendment adding or deleting a statement that the

limited partnership is a limited liability limited partnership must

be signed by all general partners listed in the certificate of

limited partnership.

(3) An amendment designating as general partner a person

admitted under subparagraph (B) of paragraph (3) of Section 63 of

this act following the dissociation of a limited partnership’s last

general partner must be signed by that person.

(4) An amendment required by subsection (c) of Section 65 of

this act following the appointment of a person to wind up the

dissolved limited partnership’s activities must be signed by that

person.

(5) Any other amendment must be signed by:

(A) at least one general partner listed in the

certificate;

(B) each other person designated in the amendment as a new

general partner; and

dissociated as a general partner, unless:

(i) the person is deceased or a guardian or general

conservator has been appointed for the person and

the amendment so states; or

(ii) the person has previously delivered to the

Secretary of State for filing a statement of

dissociation.

(6) A restated certificate of limited partnership must be

signed by at least one general partner listed in the certificate,

and, to the extent the restated certificate effects a change under

Oklahoma Statutes - Title 54. Partnership

any other paragraph of this subsection, the certificate must be

signed in a manner that satisfies that paragraph.

(7) A statement of cessation must be signed by all general

partners listed in the certificate or, if the certificate of a

dissolved limited partnership lists no general partners, by the

person appointed pursuant to subsection (c) or (d) of Section 65 of

this act to wind up the dissolved limited partnership’s activities.

(8) Articles of conversion must be signed by each general

partner listed in the certificate of limited partnership.

(9) Articles of merger must be signed as provided in subsection

(a) of Section 95 of this act.

(10) Any other record delivered on behalf of a limited

partnership to the Secretary of State for filing must be signed by

at least one general partner listed in the certificate.

(11) A statement by a person pursuant to paragraph (4) of

subsection (a) of Section 56 of this act stating that the person has

dissociated as a general partner must be signed by that person.

(12) A record delivered on behalf of a foreign limited

partnership to the Secretary of State for filing must be signed by

at least one general partner of the foreign limited partnership.

(13) Any other record delivered on behalf of any person to the

Secretary of State for filing must be signed by that person.

(b) Any person may sign by an attorney in fact any record to be

filed pursuant to the Uniform Limited Partnership Act of 2010.

Added by Laws 2010, c. 384, § 22, eff. Jan. 1, 2011.

§54-500-205. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

section may seek the remedies provided in subsection (a) of this

section in the same action in combination or in the alternative.

effective without being signed.

Added by Laws 2010, c. 384, § 23, eff. Jan. 1, 2011.

§54-500-206. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-206A. Delivery to and filing of records by Secretary of

State - Effective time and date - Fees.

DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE;

EFFECTIVE TIME AND DATE; FEES.

(a) A record authorized or required to be delivered to the

Secretary of State for filing under the Uniform Limited Partnership

Act of 2010 must be captioned to describe the record’s purpose, be

in a medium permitted by the Secretary of State, and be delivered to

the Secretary of State. Unless the Secretary of State determines

that a record does not comply with the filing requirements of the

Uniform Limited Partnership Act of 2010, and if all filing fees have

been paid, the Secretary of State shall file the record and provide

a filed stamped copy of the record to the person filing the record

or the person’s representative.

(b) Except as otherwise provided in Sections 16 and 25 of this

act, a record delivered to the Secretary of State for filing under

the Uniform Limited Partnership Act of 2010 may specify an effective

time and a delayed effective date. Except as otherwise provided in

the Uniform Limited Partnership Act of 2010, a record filed by the

Secretary of State is effective:

(1) if the record does not specify an effective time and does

not specify a delayed effective date, on the date and at the time

the record is filed as evidenced by the Secretary of State’s

endorsement of the date and time on the record;

(2) if the record specifies an effective time but not a delayed

effective date, on the date the record is filed at the time

specified in the record;

(3) if the record specifies a delayed effective date but not an

effective time, at 12:01 a.m. on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed; or

(4) if the record specifies an effective time and a delayed

effective date, at the specified time on the earlier of:

(A) the specified date; or

(B) the ninetieth day after the record is filed.

Oklahoma Statutes - Title 54. Partnership

(1) for filing a certificate of limited partnership, a fee of

One Hundred Dollars ($100.00);

(2) for filing an amendment to a certificate of limited

partnership or a statement of cessation, a fee of Fifty Dollars

($50.00);

(3) for filing articles of merger or conversion, a fee of One

Hundred Dollars ($100.00);

(4) for filing a statement of change of a designated office,

agent for service of process, or the address of an agent for service

of process or a statement of resignation of registered agent, a fee

of Twenty-five Dollars ($25.00);

(5) for filing a name reservation or notice of transfer, a fee

of Ten Dollars ($10.00);

(6) for filing an application for certificate of authority, a

fee of Three Hundred Dollars ($300.00);

(7) for filing an amendment to or notice of cancellation of a

certificate of authority, a fee of One Hundred Dollars ($100.00);

(8) for filing an annual certificate, a fee of Fifty Dollars

($50.00);

(9) for issuing certificates of good standing, a fee of Twenty

Dollars ($20.00);

(10) for acting as registered agent, a fee of One Hundred

Dollars ($100.00) which is payable on July 1 of each year to the

Secretary of State for deposit into the General Revenue Fund of the

State Treasury; and

(11) for filing of any other certificate, statement, notice or

other document for which a fee is not otherwise specified under the

Uniform Limited Partnership Act of 2010, a fee of Fifty Dollars

($50.00).

Added by Laws 2010, c. 384, § 24, eff. Jan. 1, 2011.

§54-500-207. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

(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.

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.

§54-500-208. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

§54-500-209. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-209A. Certificate of good standing.

CERTIFICATE OF GOOD STANDING.

(a) If the conditions set forth in this subsection are met,

upon request and payment of the requisite fee, the Secretary of

State shall issue a certificate of good standing for a limited

partnership stating the limited partnership’s name and the date of

its formation in this state and affirming that the limited

partnership is in good standing. A certificate of good standing

shall issue only if:

(1) all fees, taxes, and penalties due to the Secretary of

State under the Uniform Limited Partnership Act of 2010 or other law

have been paid;

(2) the limited partnership’s most recent annual certificate

required by Section 28 of this act has been filed by the Secretary

of State;

(3) the limited partnership’s certificate of limited

partnership has not been amended to state that the limited

partnership is dissolved; and

(4) a statement of cessation has not been filed by the

Secretary of State.

(b) If the conditions set forth in this subsection are met,

upon request and payment of the requisite fee, the Secretary of

State shall issue a certificate of good standing for a foreign

limited partnership stating the foreign limited partnership’s name,

or any fictitious name adopted under subsection (a) of Section 79 of

this act for use in this state, and the date of its qualification in

this state and affirming that the foreign limited partnership is in

good standing and authorized to transact business in this state. A

certificate of good standing shall issue only if:

(1) all fees, taxes, and penalties due to the Secretary of

State under the Uniform Limited Partnership Act of 2010 or other law

have been paid;

(2) the foreign limited partnership’s most recent annual

certificate required by Section 28 of this act has been filed by the

Secretary of State; and

(3) the Secretary of State has not revoked its certificate of

authority.

State may be relied upon as conclusive evidence that the limited

Oklahoma Statutes - Title 54. Partnership

partnership or foreign limited partnership is in existence or is

authorized to transact business in this state.

Added by Laws 2010, c. 384, § 27, eff. Jan. 1, 2011.

§54-500-210. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-210A.

Annual certificate for Secretary of State.

ANNUAL CERTIFICATE FOR SECRETARY OF STATE.

(a) A limited partnership or a foreign limited partnership

authorized to transact business in this state shall deliver to the

Secretary of State for filing an annual certificate that states:

(1) the name of the limited partnership or foreign limited

partnership;

(2) the street, mailing address and electronic mail address of

its designated office and the name and street and mailing address of

its agent for service of process in this state; and

(3) in the case of a foreign limited partnership, the state or

other jurisdiction under whose law the foreign limited partnership

is formed and any fictitious name adopted under subsection (a) of

Section 500-905A of this title.

(b) Information in an annual certificate must be current as of

the date the annual certificate is delivered to the Secretary of

State for filing.

the filing of the certificate of limited partnership or certificate

of authority of a foreign limited partnership until cancellation of

the certificate of limited partnership or certificate of authority.

(d) The Secretary of State shall, at least sixty (60) days

before the anniversary date of each year, cause a notice of the

annual certificate to be sent to each domestic limited partnership

and each foreign limited partnership required to comply with the

provisions of this section to the last known electronic mail address

of record with the Secretary of State.

Added by Laws 2010, c. 384, § 28, eff. Jan. 1, 2011. Amended by

Laws 2017, c. 323, § 58, eff. Nov. 1, 2017.

§54-500-301. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-301A.

Becoming limited partner.

Oklahoma Statutes - Title 54. Partnership

BECOMING LIMITED PARTNER.

A person becomes a limited partner:

(1) as provided in the partnership agreement;

(2) as the result of a conversion or merger under Article 11 of

this act; or

(3) with the consent of all the partners.

Added by Laws 2010, c. 384, § 29, eff. Jan. 1, 2011.

§54-500-302. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-302A. No right or power as limited partner to bind limited

partnership.

NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED

PARTNERSHIP.

A limited partner does not have the right or the power as a

limited partner to act for or bind the limited partnership.

Added by Laws 2010, c. 384, § 30, eff. Jan. 1, 2011.

§54-500-303. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-303A. No liability as limited partner for limited

partnership obligations.

NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP

OBLIGATIONS.

An obligation of a limited partnership, whether arising in

contract, tort, or otherwise, is not the obligation of a limited

partner. A limited partner is not personally liable, directly or

indirectly, by way of contribution or otherwise, for an obligation

of the limited partnership solely by reason of being a limited

partner, even if the limited partner participates in the management

and control of the limited partnership.

Added by Laws 2010, c. 384, § 31, eff. Jan. 1, 2011.

§54-500-304. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

Oklahoma Statutes - Title 54. Partnership

§54-500-304A. Right of limited partner and former limited partner

to information.

RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO

INFORMATION.

(a) On ten (10) days’ demand, made in a record received by the

limited partnership, a limited partner may inspect and copy required

information during regular business hours in the limited

partnership’s designated office. The limited partner need not have

any particular purpose for seeking the information.

(b) During regular business hours and at a reasonable location

specified by the limited partnership, a limited partner may obtain

from the limited partnership and inspect and copy true and full

information regarding the state of the activities and financial

condition of the limited partnership and other information regarding

the activities of the limited partnership as is just and reasonable

if:

(1) the limited partner seeks the information for a purpose

reasonably related to the partner’s interest as a limited partner;

(2) the limited partner makes a demand in a record received by

the limited partnership, describing with reasonable particularity

the information sought and the purpose for seeking the information;

and

(3) the information sought is directly connected to the limited

partner’s purpose.

subsection (b) of this section, the limited partnership in a record

shall inform the limited partner that made the demand:

(1) what information the limited partnership will provide in

response to the demand;

(2) when and where the limited partnership will provide the

information; and

(3) if the limited partnership declines to provide any demanded

information, the limited partnership’s reasons for declining.

(d) Subject to subsection (f) of this section, a person

dissociated as a limited partner may inspect and copy required

information during regular business hours in the limited

partnership’s designated office if:

(1) the information pertains to the period during which the

person was a limited partner;

(2) the person seeks the information in good faith; and

(3) the person meets the requirements of subsection (b) of this

section.

(e) The limited partnership shall respond to a demand made

pursuant to subsection (d) of this section in the same manner as

provided in subsection (c) of this section.

(f) If a limited partner dies, Section 62 of this act applies.

Oklahoma Statutes - Title 54. Partnership

(g) The limited partnership may impose reasonable restrictions

on the use of information obtained under this section. In a dispute

concerning the reasonableness of a restriction under this

subsection, the limited partnership has the burden of proving

reasonableness.

(h) A limited partnership may charge a person that makes a

demand under this section reasonable costs of copying, limited to

the costs of labor and material.

(i) Whenever the Uniform Limited Partnership Act of 2010 or a

partnership agreement provides for a limited partner to give or

withhold consent to a matter, before the consent is given or

withheld, the limited partnership shall, without demand, provide the

limited partner with all information material to the limited

partner’s decision that the limited partnership knows.

(j) A limited partner or person dissociated as a limited

partner may exercise the rights under this section through an

attorney or other agent. Any restriction imposed under subsection

(g) of this section or by the partnership agreement applies both to

the attorney or other agent and to the limited partner or person

dissociated as a limited partner.

(k) The rights stated in this section do not extend to a person

as transferee, but may be exercised by the legal representative of

an individual under legal disability who is a limited partner or

person dissociated as a limited partner.

Added by Laws 2010, c. 384, § 32, eff. Jan. 1, 2011.

§54-500-305. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-305A. Limited duties of limited partners.

LIMITED DUTIES OF LIMITED PARTNERS.

(a) A limited partner does not have any fiduciary duty to the

limited partnership or to any other partner solely by reason of

being a limited partner.

(b) A limited partner shall discharge the duties to the

partnership and the other partners under the Uniform Limited

Partnership Act of 2010 or under the partnership agreement and

exercise any rights consistently with the obligation of good faith

and fair dealing.

under the Uniform Limited Partnership Act of 2010 or under the

partnership agreement merely because the limited partner’s conduct

furthers the limited partner’s own interest.

Added by Laws 2010, c. 384, § 33, eff. Jan. 1, 2011.

Oklahoma Statutes - Title 54. Partnership

§54-500-306. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-306A. Person erroneously believing self to be limited

partner.

PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER.

(a) Except as otherwise provided in subsection (b) of this

section, a person that makes an investment in a business enterprise

and erroneously but in good faith believes that the person has

become a limited partner in the enterprise is not liable for the

enterprise’s obligations by reason of making the investment,

receiving distributions from the enterprise, or exercising any

rights of or appropriate to a limited partner, if, on ascertaining

the mistake, the person:

(1) causes an appropriate certificate of limited partnership,

amendment, or statement of correction to be signed and delivered to

the Secretary of State for filing; or

(2) withdraws from future participation as an owner in the

enterprise by delivering written notice to the enterprise.

(b) A person that makes an investment described in subsection

(a) of this section is liable to the same extent as a general

partner to any third party that enters into a transaction with the

enterprise, believing in good faith that the person is a general

partner, before the Secretary of State files a certificate of

limited partnership, amendment, or statement of correction to show

that the person is not a general partner or the person delivers

written notice of the person’s withdrawal.

with paragraph (1) of subsection (a) of this section and is unable

to cause the appropriate certificate of limited partnership,

amendment, or statement of correction to be signed and delivered to

the Secretary of State for filing, the person has the right to

withdraw from the enterprise pursuant to paragraph (2) of subsection

(a) of this section even if the withdrawal would otherwise breach an

agreement with others that are or have agreed to become co-owners of

the enterprise.

Added by Laws 2010, c. 384, § 34, eff. Jan. 1, 2011.

§54-500-401. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

Oklahoma Statutes - Title 54. Partnership

§54-500-401A. Becoming general partner.

BECOMING GENERAL PARTNER.

A person becomes a general partner:

(1) as provided in the partnership agreement:

(2) under subparagraph (B) of paragraph (3) of Section 63 of

this act following the dissociation of a limited partnership’s last

general partner;

(3) as the result of a conversion or merger under Article 11 of

this act; or

(4) with the consent of all the partners.

Added by Laws 2010, c. 384, § 35, eff. Jan. 1, 2011.

§54-500-402. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-402A. General partner agent of limited partnership.

GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP.

(a) Each general partner is an agent of the limited partnership

for the purposes of its activities. An act of a general partner,

including the signing of a record in the partnership’s name, for

apparently carrying on in the ordinary course the limited

partnership’s activities or activities of the kind carried on by the

limited partnership binds the limited partnership, unless the

general partner did not have authority to act for the limited

partnership in the particular matter and the person with which the

general partner was dealing knew, had received a notification, or

had notice under subsection (d) of Section 3 of this act that the

general partner lacked authority.

(b) An act of a general partner which is not apparently for

carrying on in the ordinary course the limited partnership’s

activities or activities of the kind carried on by the limited

partnership binds the limited partnership only if the act was

actually authorized by all the other partners.

Added by Laws 2010, c. 384, § 36, eff. Jan. 1, 2011.

§54-500-403. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-403A. Limited partnership liable for general partner's

actionable conduct.

Oklahoma Statutes - Title 54. Partnership

LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER’S ACTIONABLE

CONDUCT.

(a) A limited partnership is liable for loss or injury caused

to a person, or for a penalty incurred, as a result of a wrongful

act or omission, or other actionable conduct, of a general partner

acting in the ordinary course of activities of the limited

partnership or with authority of the limited partnership.

(b) If, in the course of the limited partnership’s activities

or while acting with authority of the limited partnership, a general

partner receives or causes the limited partnership to receive money

or property of a person not a partner, and the money or property is

misapplied by a general partner, the limited partnership is liable

for the loss.

Added by Laws 2010, c. 384, § 37, eff. Jan. 1, 2011.

§54-500-404. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-404A. General partner's liability.

GENERAL PARTNER’S LIABILITY.

(a) Except as otherwise provided in subsections (b) and (c) of

this section, all general partners are liable jointly and severally

for all obligations of the limited partnership unless otherwise

agreed by the claimant or provided by law.

(b) A person that becomes a general partner of an existing

limited partnership is not personally liable for an obligation of a

limited partnership incurred before the person became a general

partner.

limited partnership is a limited liability limited partnership,

whether arising in contract, tort, or otherwise, is solely the

obligation of the limited partnership. A general partner is not

personally liable, directly or indirectly, by way of contribution or

otherwise, for such an obligation solely by reason of being or

acting as a general partner. This subsection applies despite

anything inconsistent in the partnership agreement that existed

immediately before the consent required to become a limited

liability limited partnership under paragraph (2) of subsection (b)

of Section 40 of this act.

Added by Laws 2010, c. 384, § 38, eff. Jan. 1, 2011.

§54-500-405.

2011.

Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

Oklahoma Statutes - Title 54. Partnership

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-405A. Actions by and against partnership and partners.

ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.

(a) To the extent not inconsistent with Section 38 of this act,

a general partner may be joined in an action against the limited

partnership or named in a separate action.

(b) A judgment against a limited partnership is not by itself a

judgment against a general partner. A judgment against a limited

partnership may not be satisfied from a general partner’s assets

unless there is also a judgment against the general partner.

execution against the assets of the general partner to satisfy a

judgment based on a claim against the limited partnership, unless

the partner is personally liable for the claim under Section 38 of

this act and:

(1) a judgment based on the same claim has been obtained

against the limited partnership and a writ of execution on the

judgment has been returned unsatisfied in whole or in part;

(2) the limited partnership is a debtor in bankruptcy;

(3) the general partner has agreed that the creditor need not

exhaust limited partnership assets;

(4) a court grants permission to the judgment creditor to levy

execution against the assets of a general partner based on a finding

that limited partnership assets subject to execution are clearly

insufficient to satisfy the judgment, that exhaustion of limited

partnership assets is excessively burdensome, or that the grant of

permission is an appropriate exercise of the court’s equitable

powers; or

(5) liability is imposed on the general partner by law or

contract independent of the existence of the limited partnership.

Added by Laws 2010, c. 384, § 39, eff. Jan. 1, 2011.

§54-500-406. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-406A. Management rights of general partner.

MANAGEMENT RIGHTS OF GENERAL PARTNER.

(a) Each general partner has equal rights in the management and

conduct of the limited partnership’s activities. Except as

expressly provided in the Uniform Limited Partnership Act of 2010,

any matter relating to the activities of the limited partnership may

Oklahoma Statutes - Title 54. Partnership

be exclusively decided by the general partner or, if there is more

than one general partner, by a majority of the general partners.

(b) The consent of each partner is necessary to:

(1) amend the partnership agreement;

(2) amend the certificate of limited partnership to add or,

subject to Section 97 of this act, delete a statement that the

limited partnership is a limited liability limited partnership; and

(3) sell, lease, exchange, or otherwise dispose of all, or

substantially all, of the limited partnership’s property, with or

without the good will, other than in the usual and regular course of

the limited partnership’s activities.

payments made and indemnify a general partner for liabilities

incurred by the general partner in the ordinary course of the

activities of the partnership or for the preservation of its

activities or property.

(d) A limited partnership shall reimburse a general partner for

an advance to the limited partnership beyond the amount of capital

the general partner agreed to contribute.

(e) A payment or advance made by a general partner which gives

rise to an obligation of the limited partnership under subsection

partnership which accrues interest from the date of the payment or

advance.

(f) A general partner is not entitled to remuneration for

services performed for the partnership.

Added by Laws 2010, c. 384, § 40, eff. Jan. 1, 2011.

§54-500-407. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-407A. Right of general partner and former general partner

to information.

RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO

INFORMATION.

(a) A general partner, without having any particular purpose

for seeking the information, may inspect and copy during regular

business hours:

(1) in the limited partnership’s designated office, required

information; and

(2) at a reasonable location specified by the limited

partnership, any other records maintained by the limited partnership

regarding the limited partnership’s activities and financial

condition.

Oklahoma Statutes - Title 54. Partnership

(b) Each general partner and the limited partnership shall

furnish to a general partner:

(1) without demand, any information concerning the limited

partnership’s activities and activities reasonably required for the

proper exercise of the general partner’s rights and duties under the

partnership agreement or the Uniform Limited Partnership Act of

2010; and

(2) on demand, any other information concerning the limited

partnership’s activities, except to the extent the demand or the

information demanded is unreasonable or otherwise improper under the

circumstances.

days’ demand made in a record received by the limited partnership, a

person dissociated as a general partner may have access to the

information and records described in subsection (a) of this section

at the location specified in subsection (a) of this section if:

(1) the information or record pertains to the period during

which the person was a general partner;

(2) the person seeks the information or record in good faith;

and

(3) the person satisfies the requirements imposed on a limited

partner by subsection (b) of Section 32 of this act.

(d) The limited partnership shall respond to a demand made

pursuant to subsection (c) of this section in the same manner as

provided in subsection (c) of Section 32 of this act.

(e) If a general partner dies, Section 62 of this act applies.

(f) The limited partnership may impose reasonable restrictions

on the use of information under this section. In any dispute

concerning the reasonableness of a restriction under this

subsection, the limited partnership has the burden of proving

reasonableness.

(g) A limited partnership may charge a person dissociated as a

general partner that makes a demand under this section reasonable

costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general

partner may exercise the rights under this section through an

attorney or other agent. Any restriction imposed under subsection

(f) of this section or by the partnership agreement applies both to

the attorney or other agent and to the general partner or person

dissociated as a general partner.

(i) The rights under this section do not extend to a person as

transferee, but the rights under subsection (c) of this section of a

person dissociated as a general partner may be exercised by the

legal representative of an individual who dissociated as a general

partner under subparagraph (B) or (C) of paragraph (7) of Section 54

of this act.

Added by Laws 2010, c. 384, § 41, eff. Jan. 1, 2011.

Oklahoma Statutes - Title 54. Partnership

§54-500-408. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-408A. General standards of general partner's conduct.

GENERAL STANDARDS OF GENERAL PARTNER’S CONDUCT.

(a) The only fiduciary duties that a general partner has to the

limited partnership and the other partners are the duties of loyalty

and care under subsections (b) and (c) of this section.

(b) A general partner’s duty of loyalty to the limited

partnership and the other partners is limited to the following:

(1) to account to the limited partnership and hold as trustee

for it any property, profit, or benefit derived by the general

partner in the conduct and winding up of the limited partnership’s

activities or derived from a use by the general partner of limited

partnership property, including the appropriation of a limited

partnership opportunity;

(2) to refrain from dealing with the limited partnership in the

conduct or winding up of the limited partnership’s activities as or

on behalf of a party having an interest adverse to the limited

partnership; and

(3) to refrain from competing with the limited partnership in

the conduct or winding up of the limited partnership’s activities.

and the other partners in the conduct and winding up of the limited

partnership’s activities is limited to refraining from engaging in

grossly negligent or reckless conduct, intentional misconduct, or a

knowing violation of law.

(d) A general partner shall discharge the duties to the

partnership and the other partners under the Uniform Limited

Partnership Act of 2010 or under the partnership agreement and

exercise any rights consistently with the obligation of good faith

and fair dealing.

(e) A general partner does not violate a duty or obligation

under the Uniform Limited Partnership Act of 2010 or under the

partnership agreement merely because the general partner’s conduct

furthers the general partner’s own interest.

Added by Laws 2010, c. 384, § 42, eff. Jan. 1, 2011.

§54-500-501. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

Oklahoma Statutes - Title 54. Partnership

§54-500-501A. Form of contribution.

FORM OF CONTRIBUTION.

A contribution of a partner may consist of tangible or

intangible property or other benefit to the limited partnership,

including money, services performed, promissory notes, other

agreements to contribute cash or property, and contracts for

services to be performed.

Added by Laws 2010, c. 384, § 43, eff. Jan. 1, 2011.

§54-500-502. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-502A. Liability for contribution.

LIABILITY FOR CONTRIBUTION.

(a) A partner’s obligation to contribute money or other

property or other benefit to, or to perform services for, a limited

partnership is not excused by the partner’s death, disability, or

other inability to perform personally.

(b) If a partner does not make a promised nonmonetary

contribution, the partner is obligated at the option of the limited

partnership to contribute money equal to that portion of the value,

as stated in the required information, of the stated contribution

which has not been made.

return money or other property paid or distributed in violation of

the Uniform Limited Partnership Act of 2010 may be compromised only

by consent of all partners. A creditor of a limited partnership

which extends credit or otherwise acts in reliance on an obligation

described in subsection (a) of this section, without notice of any

compromise under this subsection, may enforce the original

obligation.

Added by Laws 2010, c. 384, § 44, eff. Jan. 1, 2011.

§54-500-503. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-503A. Sharing of distributions.

SHARING OF DISTRIBUTIONS.

A distribution by a limited partnership must be shared among the

partners on the basis of the value, as stated in the required

Oklahoma Statutes - Title 54. Partnership

records when the limited partnership decides to make the

distribution, of the contributions the limited partnership has

received from each partner.

Added by Laws 2010, c. 384, § 45, eff. Jan. 1, 2011.

§54-500-504. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-504A. Interim distributions.

INTERIM DISTRIBUTIONS.

A partner does not have a right to any distribution before the

dissolution and winding up of the limited partnership unless the

limited partnership decides to make an interim distribution.

Added by Laws 2010, c. 384, § 46, eff. Jan. 1, 2011.

§54-500-505. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-505A. No distribution on account of dissociation.

NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION.

A person does not have a right to receive a distribution on

account of dissociation.

Added by Laws 2010, c. 384, § 47, eff. Jan. 1, 2011.

§54-500-506. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-506A. Distribution in kind.

DISTRIBUTION IN KIND.

A partner does not have a right to demand or receive any

distribution from a limited partnership in any form other than cash.

Subject to subsection (b) of Section 74 of this act, a limited

partnership may distribute an asset in kind to the extent each

partner receives a percentage of the asset equal to the partner’s

share of distributions.

Added by Laws 2010, c. 384, § 48, eff. Jan. 1, 2011.

Oklahoma Statutes - Title 54. Partnership

§54-500-507. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-507A. Right to distribution.

RIGHT TO DISTRIBUTION.

When a partner or transferee becomes entitled to receive a

distribution, the partner or transferee has the status of, and is

entitled to all remedies available to, a creditor of the limited

partnership with respect to the distribution. However, the limited

partnership’s obligation to make a distribution is subject to offset

for any amount owed to the limited partnership by the partner or

dissociated partner on whose account the distribution is made.

Added by Laws 2010, c. 384, § 49, eff. Jan. 1, 2011.

§54-500-508. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-508A. Limitations on distribution.

LIMITATIONS ON DISTRIBUTION.

(a) A limited partnership may not make a distribution in

violation of the partnership agreement.

(b) A limited partnership may not make a distribution if after

the distribution:

(1) the limited partnership would not be able to pay its debts

as they become due in the ordinary course of the limited

partnership’s activities; or

(2) the limited partnership’s total assets would be less than

the sum of its total liabilities plus the amount that would be

needed, if the limited partnership were to be dissolved, wound up,

and terminated at the time of the distribution, to satisfy the

preferential rights upon dissolution, winding up, and termination of

partners whose preferential rights are superior to those of persons

receiving the distribution.

distribution is not prohibited under subsection (b) of this section

on financial statements prepared on the basis of accounting

practices and principles that are reasonable in the circumstances or

on a fair valuation or other method that is reasonable in the

circumstances.

Oklahoma Statutes - Title 54. Partnership

(d) Except as otherwise provided in subsection (g) of this

section, the effect of a distribution under subsection (b) of this

section is measured:

(1) in the case of distribution by purchase, redemption, or

other acquisition of a transferable interest in the limited

partnership, as of the date money or other property is transferred

or debt incurred by the limited partnership; and

(2) in all other cases, as of the date:

(A) the distribution is authorized, if the payment occurs

within one hundred twenty (120) days after that date;

(B) the payment is made, if payment occurs more than one

hundred twenty (120) days after the distribution is

authorized.

(e) A limited partnership’s indebtedness to a partner incurred

by reason of a distribution made in accordance with this section is

at parity with the limited partnership’s indebtedness to its

general, unsecured creditors.

(f) A limited partnership’s indebtedness, including

indebtedness issued in connection with or as part of a distribution,

is not considered a liability for purposes of subsection (b) of this

section if the terms of the indebtedness provide that payment of

principal and interest are made only to the extent that a

distribution could then be made to partners under this section.

(g) If indebtedness is issued as a distribution, each payment

of principal or interest on the indebtedness is treated as a

distribution, the effect of which is measured on the date the

payment is made.

Added by Laws 2010, c. 384, § 50, eff. Jan. 1, 2011.

§54-500-509. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-509A. Liability for improper distributions.

LIABILITY FOR IMPROPER DISTRIBUTIONS.

(a) A general partner that consents to a distribution made in

violation of Section 50 of this act is personally liable to the

limited partnership for the amount of the distribution which exceeds

the amount that could have been distributed without the violation if

it is established that in consenting to the distribution the general

partner failed to comply with Section 42 of this act.

(b) A partner or transferee that received a distribution

knowing that the distribution to that partner or transferee was made

in violation of Section 50 of this act is personally liable to the

Oklahoma Statutes - Title 54. Partnership

limited partnership but only to the extent that the distribution

received by the partner or transferee exceeded the amount that could

have been properly paid under Section 50 of this act.

under subsection (a) of this section may:

(1) implead in the action any other person that is liable under

subsection (a) of this section and compel contribution from the

person; and

(2) implead in the action any person that received a

distribution in violation of subsection (b) of this section and

compel contribution from the person in the amount the person

received in violation of subsection (b) of this section.

(d) An action under this section is barred if it is not

commenced within two (2) years after the distribution.

Added by Laws 2010, c. 384, § 51, eff. Jan. 1, 2011.

§54-500-601. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-601A. Dissociation as limited partner.

DISSOCIATION AS LIMITED PARTNER.

(a) A person does not have a right to dissociate as a limited

partner before the cessation of the limited partnership.

(b) A person is dissociated from a limited partnership as a

limited partner upon the occurrence of any of the following events:

(1) the limited partnership’s having notice of the person’s

express will to withdraw as a limited partner or on a later date

specified by the person;

(2) an event agreed to in the partnership agreement as causing

the person’s dissociation as a limited partner;

(3) the person’s expulsion as a limited partner pursuant to the

partnership agreement;

(4) the person’s expulsion as a limited partner by the

unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership’s

activities with the person as a limited partner;

(B) there has been a transfer of all of the person’s

transferable interest in the limited partnership,

other than a transfer for security purposes, or a

court order charging the person’s interest, which has

not been foreclosed;

days after the limited partnership notifies the person

that it will be expelled as a limited partner because

Oklahoma Statutes - Title 54. Partnership

it has filed a certificate of dissolution or the

equivalent, its charter has been revoked, or its right

to conduct business has been suspended by the

jurisdiction of its incorporation, there is no

revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct

business; or

(D) the person is a limited liability company or

partnership that has been dissolved and whose business

is being wound up;

(5) on application by the limited partnership, the person’s

expulsion as a limited partner by judicial order because:

(A) the person engaged in wrongful conduct that adversely

and materially affected the limited partnership’s

activities;

(B) the person willfully or persistently committed a

material breach of the partnership agreement or of the

obligation of good faith and fair dealing under

subsection (b) of Section 33 of this act; or

partnership’s activities which makes it not reasonably

practicable to carry on the activities with the person

as limited partner;

(6) in the case of a person who is an individual, the person’s

death;

(7) in the case of a person that is a trust or is acting as a

limited partner by virtue of being a trustee of a trust,

distribution of the trust’s entire transferable interest in the

limited partnership, but not merely by reason of the substitution of

a successor trustee;

(8) in the case of a person that is an estate or is acting as a

limited partner by virtue of being a personal representative of an

estate, distribution of the estate’s entire transferable interest in

the limited partnership, but not merely by reason of the

substitution of a successor personal representative;

(9) termination of a limited partner that is not an individual,

partnership, limited liability company, corporation, trust, or

estate;

(10) the limited partnership’s participation in a conversion or

merger under Article 11 of this act, if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result

of the conversion or merger, the person ceases to be a

limited partner.

Added by Laws 2010, c. 384, § 52, eff. Jan. 1, 2011.

Oklahoma Statutes - Title 54. Partnership

§54-500-602. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-602A. Effect of dissociation as limited partner.

EFFECT OF DISSOCIATION AS LIMITED PARTNER.

(a) Upon a person’s dissociation as a limited partner:

(1) subject to Section 62 of this act, the person does not have

further rights as a limited partner;

(2) the person’s obligation of good faith and fair dealing as a

limited partner under subsection (b) of Section 33 of this act

continues only as to matters arising and events occurring before the

dissociation; and

(3) subject to Section 62 of this act and Article 11 of this

act, any transferable interest owned by the person in the person’s

capacity as a limited partner immediately before dissociation is

owned by the person as a mere transferee.

(b) A person’s dissociation as a limited partner does not of

itself discharge the person from any obligation to the limited

partnership or the other partners which the person incurred while a

limited partner.

Added by Laws 2010, c. 384, § 53, eff. Jan. 1, 2011.

§54-500-603. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-603A. Dissociation as general partner.

DISSOCIATION AS GENERAL PARTNER.

A person is dissociated from a limited partnership as a general

partner upon the occurrence of any of the following events:

(1) the limited partnership’s having notice of the person’s

express will to withdraw as a general partner or on a later date

specified by the person;

(2) an event agreed to in the partnership agreement as causing

the person’s dissociation as a general partner;

(3) the person’s expulsion as a general partner pursuant to the

partnership agreement;

(4) the person’s expulsion as a general partner by the

unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership’s

activities with the person as a general partner;

Oklahoma Statutes - Title 54. Partnership

(B)

there has been a transfer of all or substantially all

of the person’s transferable interest in the limited

partnership, other than a transfer for security

purposes, or a court order charging the person’s

interest, which has not been foreclosed;

days after the limited partnership notifies the person

that it will be expelled as a general partner because

it has filed a certificate of dissolution or the

equivalent, its charter has been revoked, or its right

to conduct business has been suspended by the

jurisdiction of its incorporation, there is no

revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct

business; or

(D) the person is a limited liability company or

partnership that has been dissolved and whose business

is being wound up;

(5) on application by the limited partnership, the person’s

expulsion as a general partner by judicial determination because:

(A) the person engaged in wrongful conduct that adversely

and materially affected the limited partnership

activities;

(B) the person willfully or persistently committed a

material breach of the partnership agreement or of a

duty owed to the partnership or the other partners

under Section 42 of this act; or

partnership’s activities which makes it not reasonably

practicable to carry on the activities of the limited

partnership with the person as a general partner;

(6) the person’s:

(A) becoming a debtor in bankruptcy;

(B) execution of an assignment for the benefit of

creditors;

appointment of a trustee, receiver, or liquidator of

the person or of all or substantially all of the

person’s property; or

(D) failure, within ninety (90) days after the

appointment, to have vacated or stayed the appointment

of a trustee, receiver, or liquidator of the general

partner or of all or substantially all of the person’s

property obtained without the person’s consent or

acquiescence, or failing within ninety (90) days after

the expiration of a stay to have the appointment

vacated;

Oklahoma Statutes - Title 54. Partnership

(7)

in the case of a person who is an individual:

(A) the person’s death;

(B) the appointment of a guardian or general conservator

for the person; or

become incapable of performing the person’s duties as

a general partner under the partnership agreement;

(8) in the case of a person that is a trust or is acting as a

general partner by virtue of being a trustee of a trust,

distribution of the trust’s entire transferable interest in the

limited partnership, but not merely by reason of the substitution of

a successor trustee;

(9) in the case of a person that is an estate or is acting as a

general partner by virtue of being a personal representative of an

estate, distribution of the estate’s entire transferable interest in

the limited partnership, but not merely by reason of the

substitution of a successor personal representative;

(10) termination of a general partner that is not an

individual, partnership, limited liability company, corporation,

trust, or estate; or

(11) the limited partnership’s participation in a conversion or

merger under Article 11 of this act, if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result

of the conversion or merger, the person ceases to be a

general partner.

Added by Laws 2010, c. 384, § 54, eff. Jan. 1, 2011.

§54-500-604. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-604A. Person's power to dissociate as general partner Wrongful dissociation.

PERSON’S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL

DISSOCIATION.

(a) A person has the power to dissociate as a general partner

at any time, rightfully or wrongfully, by express will pursuant to

paragraph (1) of Section 54 of this act.

(b) A person’s dissociation as a general partner is wrongful

only if:

(1) it is in breach of an express provision of the partnership

agreement; or

(2) it occurs before the cessation of the limited partnership,

and:

Oklahoma Statutes - Title 54. Partnership

(A)

the person withdraws as a general partner by express

will;

(B) the person is expelled as a general partner by

judicial determination under paragraph (5) of Section

54 of this act;

becoming a debtor in bankruptcy; or

(D) in the case of a person that is not an individual,

trust other than a business trust, or estate, the

person is expelled or otherwise dissociated as a

general partner because it willfully dissolved or

terminated.

is liable to the limited partnership and, subject to Section 83 of

this act, to the other partners for damages caused by the

dissociation. The liability is in addition to any other obligation

of the general partner to the limited partnership or to the other

partners.

Added by Laws 2010, c. 384, § 55, eff. Jan. 1, 2011.

§54-500-605. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-605A. Effect of dissociation as general partner.

EFFECT OF DISSOCIATION AS GENERAL PARTNER.

(a) Upon a person’s dissociation as a general partner:

(1) the person’s right to participate as a general partner in

the management and conduct of the partnership’s activities

terminates;

(2) the person’s duty of loyalty as a general partner under

paragraph (3) of subsection (b) of Section 42 of this act

terminates;

(3) the person’s duty of loyalty as a general partner under

paragraphs (1) and (2) of subsection (b) of Section 42 of this act

and duty of care under subsection (c) of Section 42 of this act

continue only with regard to matters arising and events occurring

before the person’s dissociation as a general partner;

(4) the person may sign and deliver to the Secretary of State

for filing a statement of dissociation pertaining to the person and,

at the request of the limited partnership, shall sign an amendment

to the certificate of limited partnership which states that the

person has dissociated; and

(5) subject to Section 62 of this act and Article 11 of this

act, any transferable interest owned by the person immediately

Oklahoma Statutes - Title 54. Partnership

before dissociation in the person’s capacity as a general partner is

owned by the person as a mere transferee.

(b) A person’s dissociation as a general partner does not of

itself discharge the person from any obligation to the limited

partnership or the other partners which the person incurred while a

general partner.

Added by Laws 2010, c. 384, § 56, eff. Jan. 1, 2011.

§54-500-606. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-606A. Power to bind and liability to limited partnership

before dissolution of partnership of person dissociated as general

partner.

POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE

DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER.

(a) After a person is dissociated as a general partner and

before the limited partnership is dissolved, converted under Article

11 of this act, or merged out of existence under Article 11 of this

act, the limited partnership is bound by an act of the person only

if:

(1) the act would have bound the limited partnership under

Section 36 of this act before the dissociation; and

(2) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner.

(b) If a limited partnership is bound under subsection (a) of

this section, the person dissociated as a general partner which

caused the limited partnership to be bound is liable:

(1) to the limited partnership for any damage caused to the

limited partnership arising from the obligation incurred under

subsection (a) of this section; and

(2) if a general partner or another person dissociated as a

general partner is liable for the obligation, to the general partner

or other person for any damage caused to the general partner or

other person arising from the liability.

Added by Laws 2010, c. 384, § 57, eff. Jan. 1, 2011.

§54-500-607.

2011.

Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

Oklahoma Statutes - Title 54. Partnership

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-607A. Liability to other persons of person dissociated as

general partner.

LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL

PARTNER.

(a) A person’s dissociation as a general partner does not of

itself discharge the person’s liability as a general partner for an

obligation of the limited partnership incurred before dissociation.

Except as otherwise provided in subsections (b) and (c) of this

section, the person is not liable for a limited partnership’s

obligation incurred after dissociation.

(b) A person whose dissociation as a general partner resulted

in a dissolution and winding up of the limited partnership’s

activities is liable to the same extent as a general partner under

Section 38 of this act on an obligation incurred by the limited

partnership under Section 66 of this act.

whose dissociation did not result in a dissolution and winding up of

the limited partnership’s activities is liable on a transaction

entered into by the limited partnership after the dissociation only

if:

(1) a general partner would be liable on the transaction; and

(2) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner.

(d) By agreement with a creditor of a limited partnership and

the limited partnership, a person dissociated as a general partner

may be released from liability for an obligation of the limited

partnership.

(e) A person dissociated as a general partner is released from

liability for an obligation of the limited partnership if the

limited partnership’s creditor, with notice of the person’s

dissociation as a general partner but without the person’s consent,

agrees to a material alteration in the nature or time of payment of

the obligation.

Added by Laws 2010, c. 384, § 58, eff. Jan. 1, 2011.

§54-500-701.

2011.

Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

Oklahoma Statutes - Title 54. Partnership

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-701A. Partner's transferable interest.

PARTNER’S TRANSFERABLE INTEREST.

The only interest of a partner which is transferable is the

partner’s transferable interest. A transferable interest is

personal property.

Added by Laws 2010, c. 384, § 59, eff. Jan. 1, 2011.

§54-500-702. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-702A. Transfer of partner's transferable interest.

TRANSFER OF PARTNER’S TRANSFERABLE INTEREST.

(a) A transfer, in whole or in part, of a partner’s

transferable interest:

(1) is permissible;

(2) does not by itself cause the partner’s dissociation or a

dissolution and winding up of the limited partnership’s activities;

and

(3) does not, as against the other partners or the limited

partnership, entitle the transferee to participate in the management

or conduct of the limited partnership’s activities, to require

access to information concerning the limited partnership’s

transactions except as otherwise provided in subsection (c) of this

section, or to inspect or copy the required information or the

limited partnership’s other records.

(b) A transferee has a right to receive, in accordance with the

transfer:

(1) distributions to which the transferor would otherwise be

entitled; and

(2) upon the dissolution and winding up of the limited

partnership’s activities the net amount otherwise distributable to

the transferor.

to an account of the limited partnership’s transactions only from

the date of dissolution.

(d) Upon transfer, the transferor retains the rights of a

partner other than the interest in distributions transferred and

retains all duties and obligations of a partner.

Oklahoma Statutes - Title 54. Partnership

(e) A limited partnership need not give effect to a

transferee’s rights under this section until the limited partnership

has notice of the transfer.

(f) A transfer of a partner’s transferable interest in the

limited partnership in violation of a restriction on transfer

contained in the partnership agreement is ineffective as to a person

having notice of the restriction at the time of transfer.

(g) A transferee that becomes a partner with respect to a

transferable interest is liable for the transferor’s obligations

under Sections 44 and 51 of this act. However, the transferee is

not obligated for liabilities unknown to the transferee at the time

the transferee became a partner.

Added by Laws 2010, c. 384, § 60, eff. Jan. 1, 2011.

§54-500-703. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-703A. Rights of creditor of partner or transferee.

RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE.

(a) On application to a court of competent jurisdiction by any

judgment creditor of a partner or transferee, the court may charge

the transferable interest of the judgment debtor with payment of the

unsatisfied amount of the judgment with interest. To the extent so

charged, the judgment creditor has only the rights of a transferee.

The court may appoint a receiver of the share of the distributions

due or to become due to the judgment debtor in respect of the

partnership and make all other orders, directions, accounts, and

inquiries the judgment debtor might have made or which the

circumstances of the case may require to give effect to the charging

order.

(b) A charging order constitutes a lien on the judgment

debtor’s transferable interest. The court may order a foreclosure

upon the interest subject to the charging order at any time. The

purchaser at the foreclosure sale has the rights of a transferee.

redeemed:

(1) by the judgment debtor;

(2) with property other than limited partnership property, by

one or more of the other partners; or

(3) with limited partnership property, by the limited

partnership with the consent of all partners whose interests are not

so charged.

(d) The Uniform Limited Partnership Act of 2010 does not

deprive any partner or transferee of the benefit of any exemption

Oklahoma Statutes - Title 54. Partnership

laws applicable to the partner’s or transferee’s transferable

interest.

(e) This section provides the exclusive remedy by which a

judgment creditor of a partner or transferee may satisfy a judgment

out of the judgment debtor’s transferable interest.

Added by Laws 2010, c. 384, § 61, eff. Jan. 1, 2011.

§54-500-704. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-704A. Power of estate of deceased partner.

POWER OF ESTATE OF DECEASED PARTNER.

If a partner dies, the deceased partner’s personal

representative or other legal representative may exercise the rights

of a transferee as provided in Section 60 of this act and, for the

purposes of settling the estate, may exercise the rights of a

current limited partner under Section 32 of this act.

Added by Laws 2010, c. 384, § 62, eff. Jan. 1, 2011.

§54-500-801. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-801A. Nonjudicial dissolution.

NONJUDICIAL DISSOLUTION.

Except as otherwise provided in Section 64 of this act, a

limited partnership is dissolved, and its activities must be wound

up, only upon the occurrence of any of the following:

(1) the happening of an event specified in the partnership

agreement;

(2) the consent of all general partners and of limited partners

owning a majority of the rights to receive distributions as limited

partners at the time the consent is to be effective;

(3) after the dissociation of a person as a general partner:

(A) if the limited partnership has at least one remaining

general partner, the consent to dissolve the limited

partnership given within ninety (90) days after the

dissociation by partners owning a majority of the

rights to receive distributions as partners at the

time the consent is to be effective; or

Oklahoma Statutes - Title 54. Partnership

(B)

if the limited partnership does not have a remaining

general partner, the passage of ninety (90) days after

the dissociation, unless before the end of the period:

(i) consent to continue the activities of the limited

partnership and admit at least one general

partner is given by limited partners owning a

majority of the rights to receive distributions

as limited partners at the time the consent is to

be effective; and

(ii) at least one person is admitted as a general

partner in accordance with the consent; or

(4) the passage of ninety (90) days after the dissociation of

the limited partnership’s last limited partner, unless before the

end of the period the limited partnership admits at least one

limited partner.

Added by Laws 2010, c. 384, § 63, eff. Jan. 1, 2011.

§54-500-802. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-802A. Judicial dissolution.

JUDICIAL DISSOLUTION.

On application by a partner the district court may order

dissolution of a limited partnership if it is not reasonably

practicable to carry on the activities of the limited partnership in

conformity with the partnership agreement.

Added by Laws 2010, c. 384, § 64, eff. Jan. 1, 2011.

§54-500-803. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-803A. Winding up.

WINDING UP.

(a) A limited partnership continues after dissolution only for

the purpose of winding up its activities.

(b) In winding up its activities, the limited partnership:

(1) may amend its certificate of limited partnership to state

that the limited partnership is dissolved, preserve the limited

partnership business or property as a going concern for a reasonable

time, prosecute and defend actions and proceedings, whether civil,

criminal, or administrative, transfer the limited partnership’s

Oklahoma Statutes - Title 54. Partnership

property, settle disputes by mediation or arbitration, file a

statement of cessation as provided in Section 21 of this act, and

perform other necessary acts; and

(2) shall discharge the limited partnership’s liabilities,

settle and close the limited partnership’s activities, and marshal

and distribute the assets of the partnership.

partner, a person to wind up the dissolved limited partnership’s

activities may be appointed by the consent of limited partners

owning a majority of the rights to receive distributions as limited

partners at the time the consent is to be effective. A person

appointed under this subsection:

(1) has the powers of a general partner under Section 66 of

this act; and

(2) shall promptly amend the certificate of limited partnership

to state:

(A) that the limited partnership does not have a general

partner;

(B) the name of the person that has been appointed to wind

up the limited partnership; and

(d) On the application of any partner, the district court may

order judicial supervision of the winding up, including the

appointment of a person to wind up the dissolved limited

partnership’s activities, if:

(1) a limited partnership does not have a general partner and

within a reasonable time following the dissolution no person has

been appointed pursuant to subsection (c) of this section; or

(2) the applicant establishes other good cause.

Added by Laws 2010, c. 384, § 65, eff. Jan. 1, 2011.

§54-500-804. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-804A. Power of general partner and person dissociated as

general partner to bind partnership after dissolution.

POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL

PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION.

(a) A limited partnership is bound by a general partner’s act

after dissolution which:

(1) is appropriate for winding up the limited partnership’s

activities; or

(2) would have bound the limited partnership under Section 36

of this act before dissolution, if, at the time the other party

Oklahoma Statutes - Title 54. Partnership

enters into the transaction, the other party does not have notice of

the dissolution.

(b) A person dissociated as a general partner binds a limited

partnership through an act occurring after dissolution if:

(1) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner; and

(2) the act:

(A) is appropriate for winding up the limited

partnership’s activities; or

(B) would have bound the limited partnership under Section

36 of this act before dissolution and at the time the

other party enters into the transaction the other

party does not have notice of the dissolution.

Added by Laws 2010, c. 384, § 66, eff. Jan. 1, 2011.

§54-500-805. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-805A. Liability after dissolution of general partner and

person dissociated as general partner to limited partnership - Other

general partners - Persons dissociated as general partner.

LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON

DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL

PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER.

(a) If a general partner having knowledge of the dissolution

causes a limited partnership to incur an obligation under subsection

(a) of Section 66 of this act by an act that is not appropriate for

winding up the partnership’s activities, the general partner is

liable:

(1) to the limited partnership for any damage caused to the

limited partnership arising from the obligation; and

(2) if another general partner or a person dissociated as a

general partner is liable for the obligation, to that other general

partner or person for any damage caused to that other general

partner or person arising from the liability.

(b) If a person dissociated as a general partner causes a

limited partnership to incur an obligation under subsection (b) of

Section 66 of this act, the person is liable:

(1) to the limited partnership for any damage caused to the

limited partnership arising from the obligation; and

Oklahoma Statutes - Title 54. Partnership

(2) if a general partner or another person dissociated as a

general partner is liable for the obligation, to the general partner

or other person for any damage caused to the general partner or

other person arising from the liability.

Added by Laws 2010, c. 384, § 67, eff. Jan. 1, 2011.

§54-500-806. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-806A. Known claims against dissolved limited partnership.

KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

(a) A dissolved limited partnership may dispose of the known

claims against it by following the procedure described in subsection

(b) of this section.

(b) A dissolved limited partnership may notify its known

claimants of the dissolution in a record. The notice must:

(1) specify the information required to be included in a claim;

(2) provide a mailing address to which the claim is to be sent;

(3) state the deadline for receipt of the claim, which may not

be less than one hundred twenty (120) days after the date the notice

is received by the claimant;

(4) state that the claim will be barred if not received by the

deadline; and

(5) unless the limited partnership has been throughout its

existence a limited liability limited partnership, state that the

barring of a claim against the limited partnership will also bar any

corresponding claim against any general partner or person

dissociated as a general partner which is based on Section 38 of

this act.

if the requirements of subsection (b) are met and:

(1) the claim is not received by the specified deadline; or

(2) in the case of a claim that is timely received but rejected

by the dissolved limited partnership, the claimant does not commence

an action to enforce the claim against the limited partnership

within ninety (90) days after the receipt of the notice of the

rejection.

(d) This section does not apply to a claim based on an event

occurring after the effective date of dissolution or a liability

that is contingent on that date.

Added by Laws 2010, c. 384, § 68, eff. Jan. 1, 2011.

§54-500-807.

2011.

Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

Oklahoma Statutes - Title 54. Partnership

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-807A. Other claims against dissolved limited partnership.

OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

(a) A dissolved limited partnership may publish notice of its

dissolution and request persons having claims against the limited

partnership to present them in accordance with the notice.

(b) The notice must:

(1) be published at least once in a newspaper of general

circulation in the county in which the dissolved limited

partnership’s principal office is located or, if it has none in this

state, in the county in which the limited partnership’s designated

office is or was last located;

(2) describe the information required to be contained in a

claim and provide a mailing address to which the claim is to be

sent;

(3) state that a claim against the limited partnership is

barred unless an action to enforce the claim is commenced within

five (5) years after publication of the notice; and

(4) unless the limited partnership has been throughout its

existence a limited liability limited partnership, state that the

barring of a claim against the limited partnership will also bar any

corresponding claim against any general partner or person

dissociated as a general partner which is based on Section 38 of

this act.

accordance with subsection (b) of this section, the claim of each of

the following claimants is barred unless the claimant commences an

action to enforce the claim against the dissolved limited

partnership within five (5) years after the publication date of the

notice:

(1) a claimant that did not receive notice in a record under

Section 68 of this act;

(2) a claimant whose claim was timely sent to the dissolved

limited partnership but not acted on; and

(3) a claimant whose claim is contingent or based on an event

occurring after the effective date of dissolution.

(d) A claim not barred under this section may be enforced:

(1) against the dissolved limited partnership, to the extent of

its undistributed assets;

(2) if the assets have been distributed in liquidation, against

a partner or transferee to the extent of that person’s proportionate

share of the claim or the limited partnership’s assets distributed

to the partner or transferee in liquidation, whichever is less, but

a person’s total liability for all claims under this paragraph does

Oklahoma Statutes - Title 54. Partnership

not exceed the total amount of assets distributed to the person as

part of the winding up of the dissolved limited partnership; or

(3) against any person liable on the claim under Section 38 of

this act.

Added by Laws 2010, c. 384, § 69, eff. Jan. 1, 2011.

§54-500-808. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-809. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

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,

Oklahoma Statutes - Title 54. Partnership

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.

§54-500-810. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

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.

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.

§54-500-811. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-812. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

(b) Any surplus remaining after the limited partnership

complies with subsection (a) of this section must be paid in cash as

a distribution.

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.

Oklahoma Statutes - Title 54. Partnership

§54-500-901. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

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.

§54-500-902. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

Oklahoma Statutes - Title 54. Partnership

(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.

§54-500-903. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

Oklahoma Statutes - Title 54. Partnership

(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.

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.

§54-500-904. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-905. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

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.

§54-500-906. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-907. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

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.

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.

§54-500-908. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-908A. Action by Attorney General.

ACTION BY ATTORNEY GENERAL.

The Attorney General may maintain an action to restrain a

foreign limited partnership from transacting business in this state

in violation of this article.

Added by Laws 2010, c. 384, § 82, eff. Jan. 1, 2011.

§54-500-1001. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

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.

action for a remedy under this section is governed by other law. A

right to an accounting upon a dissolution and winding up does not

revive a claim barred by law.

Added by Laws 2010, c. 384, § 83, eff. Jan. 1, 2011.

§54-500-1002. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1002A. Derivative action.

DERIVATIVE ACTION.

A partner may maintain a derivative action to enforce a right of

a limited partnership if:

(1) the partner first makes a demand on the general partners,

requesting that they cause the limited partnership to bring an

action to enforce the right, and the general partners do not bring

the action within a reasonable time; or

(2) a demand would be futile.

Added by Laws 2010, c. 384, § 84, eff. Jan. 1, 2011.

§54-500-1003. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

Added by Laws 2010, c. 384, § 85, eff. Jan. 1, 2011.

§54-500-1004. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1004A. Pleading.

PLEADING.

In a derivative action, the complaint must state with

particularity:

(1) the date and content of plaintiff’s demand and the general

partners’ response to the demand; or

(2) why demand should be excused as futile.

Added by Laws 2010, c. 384, § 86, eff. Jan. 1, 2011.

§54-500-1005. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1005A. Proceeds and expenses.

PROCEEDS AND EXPENSES.

(a) Except as otherwise provided in subsection (b) of this

section:

(1) any proceeds or other benefits of a derivative action,

whether by judgment, compromise, or settlement, belong to the

limited partnership and not to the derivative plaintiff;

(2) if the derivative plaintiff receives any proceeds, the

derivative plaintiff shall immediately remit them to the limited

partnership.

(b) If a derivative action is successful in whole or in part,

the court may award the plaintiff reasonable expenses, including

reasonable attorney fees, from the recovery of the limited

partnership.

Added by Laws 2010, c. 384, § 87, eff. Jan. 1, 2011.

§54-500-1101. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1101A. Definitions.

DEFINITIONS.

Oklahoma Statutes - Title 54. Partnership

In this article:

(1) “Constituent limited partnership” means a constituent

organization that is a limited partnership;

(2) “Constituent organization” means an organization that is

party to a merger;

(3) “Converted organization” means the organization into which

a converting organization converts pursuant to Sections 89 through

92 of this act;

(4) “Converting limited partnership” means a converting

organization that is a limited partnership;

(5) “Converting organization” means an organization that

converts into another organization pursuant to Section 89 of this

act;

(6) “General partner” means a general partner of a limited

partnership;

(7) “Governing statute” of an organization means the statute

that governs the organization’s internal affairs;

(8) “Merger” includes a reorganization structured as a

consolidation;

(9) “Organization” means a general partnership, including a

limited liability partnership; limited partnership, including a

limited liability limited partnership; limited liability company;

business trust; corporation; or any other person having a governing

statute. The term includes domestic and foreign organizations

whether or not organized for profit;

(10) “Organizational documents” means:

(A) for a domestic or foreign general partnership, its

partnership agreement;

(B) for a limited partnership or foreign limited

partnership, its certificate of limited partnership

and partnership agreement;

its articles of organization and operating agreement,

or comparable records as provided in its governing

statute;

(D) for a business trust, its agreement of trust and

declaration of trust;

(E) for a domestic or foreign corporation for profit, its

certificate of incorporation, bylaws, and other

agreements among its shareholders which are authorized

by its governing statute, or comparable records as

provided in its governing statute; and

(F) for any other organization, the basic records that

create the organization and determine its internal

governance and the relations among the persons that

own it, have an interest in it, or are members of it;

Oklahoma Statutes - Title 54. Partnership

(11) “Personal liability” means personal liability for a debt,

liability, or other obligation of an organization which is imposed

on a person that co-owns, has an interest in, or is a member of the

organization:

(A) by the organization’s governing statute solely by

reason of the person co-owning, having an interest in,

or being a member of the organization; or

(B) by the organization’s organizational documents under a

provision of the organization’s governing statute

authorizing those documents to make one or more

specified persons liable for all or specified debts,

liabilities, and other obligations of the organization

solely by reason of the person or persons co-owning,

having an interest in, or being a member of the

organization; and

(12) “Surviving organization” means an organization into which

one or more other organizations are merged. A surviving

organization may preexist the merger or be created by the merger.

Added by Laws 2010, c. 384, § 88, eff. Jan. 1, 2011.

§54-500-1102. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

§54-500-1103. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1103A. Action on plan of conversion by converting limited

partnership.

ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP.

(a) Subject to Section 97 of this act and unless the limited

partnership’s partnership agreement otherwise provides, a plan of

conversion must be consented to by all the partners of a converting

limited partnership.

(b) Subject to Section 97 of this act and any contractual

rights, after a conversion is approved, and at any time before a

filing is made under Section 91 of this act, a converting limited

partnership may amend the plan or abandon the planned conversion:

(1) as provided in the plan; and

(2) except as prohibited by the plan, by the same consent as

was required to approve the plan.

Added by Laws 2010, c. 384, § 90, eff. Jan. 1, 2011.

§54-500-1104. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

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

Oklahoma Statutes - Title 54. Partnership

(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

manner that complied with the organization’s governing

statute.

(b) A conversion becomes effective:

(1) if the converted organization is a limited partnership,

when the certificate of limited partnership takes effect; and

(2) if the converted organization is not a limited partnership,

as provided by the governing statute of the converted organization.

Added by Laws 2010, c. 384, § 91, eff. Jan. 1, 2011.

§54-500-1105. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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;

Oklahoma Statutes - Title 54. Partnership

(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.

consents to the jurisdiction of the courts of this state to enforce

any obligation owed by the converting limited partnership, if before

the conversion the converting limited partnership was subject to

suit in this state on the obligation. A converted organization that

is a foreign organization and not authorized to transact business in

this state appoints the Secretary of State as its agent for service

of process for purposes of enforcing an obligation under this

subsection. Service on the Secretary of State under this subsection

is made in the same manner and with the same consequences as in

Section 17 of this act.

Added by Laws 2010, c. 384, § 92, eff. Jan. 1, 2011.

§54-500-1106. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

organization into any combination of money, interests in the

surviving organization, and other consideration;

(4) if the surviving organization is to be created by the

merger, the surviving organization’s organizational documents; and

(5) if the surviving organization is not to be created by the

merger, any amendments to be made by the merger to the surviving

organization’s organizational documents.

Added by Laws 2010, c. 384, § 93, eff. Jan. 1, 2011.

§54-500-1107. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1107A. Action on plan of merger by constituent limited

partnership.

ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP.

(a) Subject to Section 97 of this act and unless a limited

partnership’s partnership agreement otherwise provides, a plan of

merger must be consented to by all the partners of a constituent

limited partnership.

(b) Subject to Section 97 of this act and unless a limited

partnership’s partnership agreement otherwise provides, any

contractual rights, after a merger is approved, and at any time

before a filing is made under Section 95 of this act, a constituent

limited partnership may amend the plan or abandon the planned

merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with the same consent as

was required to approve the plan.

Added by Laws 2010, c. 384, § 94, eff. Jan. 1, 2011.

§54-500-1108. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. Partnership

(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.

each constituent limited partnership for filing in the Office of the

Secretary of State.

(d) A merger becomes effective under this article:

(1) if the surviving organization is a limited partnership,

upon the later of:

(A) compliance with subsection (c) of this section; or

(B) subject to subsection (c) of Section 24 of this act,

as specified in the articles of merger; or

(2) if the surviving organization is not a limited partnership,

as provided by the governing statute of the surviving organization.

Added by Laws 2010, c. 384, § 95, eff. Jan. 1, 2011.

§54-500-1109. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

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.

Oklahoma Statutes - Title 54. Partnership

§54-500-1110. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

(a) or (b) of this section merely by consenting to a provision of

the partnership agreement which permits the partnership agreement to

be amended with the consent of fewer than all the partners.

Added by Laws 2010, c. 384, § 97, eff. Jan. 1, 2011.

§54-500-1111. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1111A. Liability of general partner after conversion or

merger.

LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER.

(a) A conversion or merger under this article does not

discharge any liability under Sections 38 and 58 of this act of a

Oklahoma Statutes - Title 54. Partnership

person that was a general partner in or dissociated as a general

partner from a converting or constituent limited partnership, but:

(1) the provisions of the Uniform Limited Partnership Act of

2010 pertaining to the collection or discharge of the liability

continue to apply to the liability;

(2) for the purposes of applying those provisions, the

converted or surviving organization is deemed to be the converting

or constituent limited partnership; and

(3) if a person is required to pay any amount under this

subsection:

(A) the person has a right of contribution from each other

person that was liable as a general partner under

Section 38 of this act when the obligation was

incurred and has not been released from the obligation

under Section 58 of this act; and

(B) 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.

(b) In addition to any other liability provided by law:

(1) a person that immediately before a conversion or merger

became effective was a general partner in a converting or

constituent limited partnership that was not a limited liability

limited partnership is personally liable for each obligation of the

converted or surviving organization arising from a transaction with

a third party after the conversion or merger becomes effective, if,

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:

(i) the converted or surviving business is the

converting or constituent limited partnership;

(ii) the converting or constituent limited partnership

is not a limited liability limited partnership;

and

(iii) the person is a general partner in the converting

or constituent limited partnership; and

(2) a person that was dissociated as a general partner from a

converting or constituent limited partnership before the conversion

or merger became effective is personally liable for each obligation

of the converted or surviving organization arising from a

transaction with a third party after the conversion or merger

becomes effective, if:

(A) immediately before the conversion or merger became

effective the converting or surviving limited

partnership was not a limited liability limited

partnership; and

Oklahoma Statutes - Title 54. Partnership

(B)

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:

(i) does not have notice of the dissociation;

(ii) does not have notice of the conversion or merger;

and

(iii) reasonably believes that the converted or

surviving organization is the converting or

constituent limited partnership, the converting

or constituent limited partnership is not a

limited liability limited partnership, and the

person is a general partner in the converting or

constituent limited partnership.

Added by Laws 2010, c. 384, § 98, eff. Jan. 1, 2011.

§54-500-1112. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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

Oklahoma Statutes - Title 54. 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

organization is the converting or constituent limited

partnership and that the person is a general partner

in the converting or constituent limited partnership.

causes a converted or surviving organization to incur an obligation

under subsection (a) or (b) of this section, the person is liable:

(1) to the converted or surviving organization for any damage

caused to the organization arising from the obligation; and

(2) if another person is liable for the obligation, to that

other person for any damage caused to that other person arising from

the liability.

Added by Laws 2010, c. 384, § 99, eff. Jan. 1, 2011.

§54-500-1113. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1113A. Article not exclusive.

ARTICLE NOT EXCLUSIVE.

This article does not preclude an entity from being converted or

merged under other law.

Added by Laws 2010, c. 384, § 100, eff. Jan. 1, 2011.

§54-500-1201. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

§54-500-1202. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

§54-500-1203. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

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.

Oklahoma Statutes - Title 54. Partnership

(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.

§54-500-1204. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1205. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

Oklahoma Statutes - Title 54. Partnership

§54-500-1206. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§54-500-1207. Repealed by Laws 2010, c. 384, § 107, eff. Jan. 1,

2011.

NOTE: This section was held unconstitutional by the Oklahoma

Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008

OK 102 (2009).

§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.

Oklahoma Statutes - Title 54. Partnership

Frequently Asked Questions About Oklahoma § 54-417

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Section 54-417 is part of the Oklahoma Statutes, the codified statutory law of Oklahoma. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

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Oklahoma § 54-417

§ 54-417.

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Frequently Asked Questions About Oklahoma § 54-417

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