Oklahoma § 54-1

Full text of Oklahoma Oklahoma Statutes § 54-1, with citation guidance and answers to common questions.

§ 54-1.

1955.

Repealed by Laws 1955, p. 298, § 44, emerg. eff. June 3,

§54-1-100. Short title.

Sections 1 through 64 of this act shall be known and may be

cited as the "Oklahoma Revised Uniform Partnership Act".

Added by Laws 1997, c. 399, § 1, eff. Nov. 1, 1997.

§54-1-101. Definitions.

Definitions.

As used in this act:

(1) "Business" includes every trade, occupation, and

profession.

(2) "Debtor in bankruptcy" means a person who is the subject

of:

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

States Code or a comparable order under a successor

statute of general application; or

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

law governing insolvency.

(3) "Distribution" means a transfer of money or other property

from a partnership to a partner in the partner's capacity as a

partner or to the partner's transferee.

(4) "Foreign limited liability partnership" means a partnership

that:

(i) is formed under laws other than the laws of this

state; and

(ii) has the status of a limited liability partnership

under those laws.

(5) "Limited liability partnership" means a partnership that

has filed a statement of qualification under Section 55 of this act

and does not have a similar statement in effect in any other

jurisdiction.

(6) "Partnership" means an association of two or more persons

to carry on as co-owners a business for profit formed under Section

10 of this act, predecessor law, or comparable law of another

jurisdiction.

(7) "Partnership agreement" means the agreement, whether

written, oral, or implied, among the partners concerning the

partnership, including amendments to the partnership agreement; and

a partnership agreement binds a partner of a partnership or a

transferee of an economic interest regardless of whether the partner

or transferee executes the partnership agreement.

Oklahoma Statutes - Title 54. Partnership

(8) "Partnership at will" means a partnership in which the

partners have not agreed to remain partners until the expiration of

a definite term or the completion of a particular undertaking.

(9) "Partnership interest" or "partner's interest in the

partnership" means all of a partner's interests in the partnership,

including the partner's transferable interest and all management and

other rights.

(10) "Person" means an individual, corporation, business trust,

estate, trust, partnership, association, joint venture, limited

liability company, government, governmental subdivision, agency, or

instrumentality, or any other legal or commercial entity.

(11) "Property" means all property, real, personal, or mixed,

tangible or intangible, or any interest therein.

(12) "State" means a state of the United States, the District

of Columbia, the Commonwealth of Puerto Rico, or any territory or

insular possession subject to the jurisdiction of the United States.

(13) "Statement" means a statement of partnership authority

under Section 15 of this act, a statement of denial under Section 16

of this act, a statement of dissociation under Section 38 of this

act, a statement of dissolution under Section 44 of this act, a

statement of merger under Section 53 of this act, a statement of

qualification under Section 55 of this act, a statement of foreign

qualification under Section 58 of this act, or an amendment or

cancellation of any of the foregoing.

(14) "Transfer" includes an assignment, conveyance, lease,

mortgage, deed, and encumbrance.

Added by Laws 1997, c. 399, § 2, eff. Nov. 1, 1997. Amended by Laws

2008, c. 253, § 32.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).

§54-1-102. 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; or

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

the person at the time in question.

taking steps reasonably required to inform the other person in

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

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

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

Oklahoma Statutes - Title 54. Partnership

(2) is duly delivered at the person's place of business or at

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

communications.

(e) Except as otherwise provided in subsection (f) 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 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. The person

exercises reasonable diligence if it maintains reasonable routines

for communicating significant information to the individual

conducting the transaction 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.

(f) A partner's knowledge, notice, or receipt of a notification

of a fact relating to the partnership is effective immediately as

knowledge of, notice to, or receipt of a notification by the

partnership, except in the case of a fraud on the partnership

committed by or with the consent of that partner.

Added by Laws 1997, c. 399, § 3, eff. Nov. 1, 1997.

§54-1-103. Effect of Partnership Agreement; Nonwaivable Provisions.

Effect of Partnership Agreement; Nonwaivable Provisions. (a)

Except as otherwise provided in subsection (b) of this section,

relations among the partners and between the partners and the

partnership are governed by the partnership agreement. To the

extent the partnership agreement does not otherwise provide, this

act governs relations among the partners and between the partners

and the partnership.

(b) The partnership agreement may not:

(1) vary the rights and duties under Section 6 of this act

except to eliminate the duty to provide copies of statements to all

of the partners;

(2) unreasonably restrict the right of access to books and

records under subsection (b) of Section 24 of this act;

(3) eliminate the duty of loyalty under subsection (b) of

Section 25 of this act or paragraph (3) of subsection (b) of Section

34 of this act, but:

(i) the partnership agreement may identify specific types

or categories of activities that do not violate the

duty of loyalty, if not manifestly unreasonable; or

(ii)

all of the partners or a number or percentage

specified in the partnership agreement may authorize

Oklahoma Statutes - Title 54. Partnership

or ratify, after full disclosure of all material

facts, a specific act or transaction that otherwise

would violate the duty of loyalty;

(4) unreasonably reduce the duty of care under subsection (c)

of Section 25 of this act or paragraph (3) of subsection (b) of

Section 34 of this act;

(5) eliminate the obligation of good faith and fair dealing

under subsection (d) of Section 25 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;

(6) vary the power to dissociate as a partner under subsection

(a) of Section 33 of this act, except to require the notice under

paragraph (1) of Section 32 of this act to be in writing;

(7) vary the right of a court to expel a partner in the events

specified in paragraph (5) of Section 32 of this act;

(8) vary the requirement to wind up the partnership business in

cases specified in paragraphs (4), (5), or (6) of Section 40 of this

act; or

(9) vary the law applicable to a limited liability partnership

under subsection (b) of Section 7 of this act; or

(10) restrict rights of third parties under this act.

Added by Laws 1997, c. 399, § 4, eff. Nov. 1, 1997.

§54-1-104. Supplemental Principles of Law.

Supplemental Principles of Law. (a) Unless displaced by

particular provisions of this act, the principles of law and equity

supplement this act.

(b) If an obligation to pay interest arises under this act and

the rate is not specified, the rate is that specified in Section 727

of Title 12 of the Oklahoma Statutes.

Added by Laws 1997, c. 399, § 5, eff. Nov. 1, 1997.

§54-1-105. Execution, filing, and recording of statements.

Execution, Filing, and Recording of Statements.

(a) A statement may be filed in the office of the Secretary of

State. A certified copy of a statement that is filed in an office

in another state may be filed in the office of the Secretary of

State. Either filing has the effect provided in this act with

respect to partnership property located in or transactions that

occur in this state.

(b) A certified copy of a statement that has been filed in the

office of the Secretary of State and recorded in the office for

recording transfers of real property has the effect provided for

recorded statements in this act. A recorded statement that is not a

certified copy of a statement filed in the office of the Secretary

Oklahoma Statutes - Title 54. Partnership

of State does not have the effect provided for recorded statements

in this act.

least two partners. Other statements must be executed by a partner

or other person authorized by this act. An individual who executes

a statement as, or on behalf of, a partner or other person named as

a partner in a statement shall personally declare under penalty of

perjury that the contents of the statement are accurate.

(d) A person authorized by this act to file a statement may

amend or cancel the statement by filing an amendment or cancellation

that names the partnership, identifies the statement, and states the

substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section

shall promptly send a copy of the statement to every nonfiling

partner and to any other person named as a partner in the statement.

Failure to send a copy of a statement to a partner or other person

does not limit the effectiveness of the statement as to a person not

a partner.

(f) The county clerk recording transfers of real property may

collect a fee for recording a statement.

(g) The Secretary of State shall charge and collect the

following fees:

(1) for filing a statement, a fee of One Hundred Dollars

($100.00);

(2) for filing an amendment, cancellation, or dissolution, a

fee of Fifty Dollars ($50.00);

(3) for filing a statement of denial, a fee of Twenty-five

Dollars ($25.00);

(4) for filing a statement of disassociation, a fee of Twentyfive Dollars ($25.00);

(5) for filing a statement of change of agent or office,

resignation of agent, or change of chief executive office, a fee of

Twenty-five Dollars ($25.00);

(6) for filing a change of address for any individual or other

person authorized to do business in this state designated by a

partnership as its registered agent for service of process, or the

change of name or the resignation of a registered agent, a fee of

Twenty-five Dollars ($25.00) for the first forty partnerships and

Five Dollars ($5.00) for each additional partnership within any bulk

filing;

(7) for filing a statement of conversion, a fee of One Hundred

Dollars ($100.00);

(8) for filing a statement of merger, a fee of One Hundred

Dollars ($100.00); and

(9) for filing a fictitious name certificate, a fee of Fifty

Dollars ($50.00), and for an amendment to the certificate, a fee of

Twenty-five Dollars ($25.00).

Oklahoma Statutes - Title 54. Partnership

(h) A partnership name filed in a statement pursuant to this

act may not be the same as or indistinguishable from the name of any

other partnership, corporation, limited liability company or limited

partnership, trade name or fictitious name, or other name reserved

with or on file with the Secretary of State.

(i) The provisions of subparagraph h of this paragraph shall

not apply if one of the following is filed with the Secretary of

State:

(1) the written consent of the other partnership, corporation,

limited liability company, limited partnership, or holder of the

trade name, fictitious name or other reserved name to use the same

or indistinguishable name with the addition of one or more words,

numerals, numbers or letters to make that name distinguishable upon

the records of the Secretary of State, except that the addition of

words, numerals, numbers or letters to make the name distinguishable

shall not be required where such written consent states that the

consenting entity is about to change its name, cease to do business,

withdraw from the state or be wound up, or

(2) a certified copy of a final decree of a court of competent

jurisdiction establishing the prior right of such partnership or

holder of partnership name to the use of such name in this state.

(j) Any signature on any instrument authorized to be filed with

the Secretary of State under any provision of this act may be by

facsimile.

Added by Laws 1997, c. 399, § 6, eff. Nov. 1, 1997. Amended by Laws

2008, c. 253, § 33; Laws 2009, c. 447, § 5, eff. Jan. 1, 2010.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).

§54-1-106. Governing Law.

Governing Law. (a) Except as otherwise provided in subsection

(b) of this section, the law of the jurisdiction in which a

partnership has its chief executive office governs relations among

the partners and between the partners and the partnership.

(b) The law of this state governs relations among the partners

and between the partners and the partnership and the liability of

partners for an obligation of a limited liability partnership.

Added by Laws 1997, c. 399, § 7, eff. Nov. 1, 1997.

§54-1-107. Partnership subject to amendment or repeal of act.

Partnership subject to amendment or repeal of act. A

partnership governed by this act is subject to any amendment or

repeal of this act.

Added by Laws 1997, c. 399, § 8, eff. Nov. 1, 1997.

Oklahoma Statutes - Title 54. Partnership

§54-1-201. Partnership as entity.

Partnership as entity. (a) A partnership is an entity distinct

from its partners.

(b) A limited liability partnership continues to be the same

entity that existed before the filing of a statement of

qualification under Section 55 of this act.

Added by Laws 1997, c. 399, § 9, eff. Nov. 1, 1997.

§54-1-202. Formation of Partnership.

Formation of Partnership. (a) Except as otherwise provided in

subsection (b) of this section, the association of two or more

persons to carry on as co-owners a business for profit forms a

partnership, whether or not the persons intend to form a

partnership.

(b) An association formed under a statute other than this act,

a predecessor statute, or a comparable statute of another

jurisdiction is not a partnership under this act.

following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the

entireties, joint property, common property, or part ownership does

not by itself establish a partnership, even if the co-owners share

profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a

partnership, even if the persons sharing them have a joint or common

right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business

is presumed to be a partner in the business, unless the profits were

received in payment:

(i) of a debt by installments or otherwise;

(ii)

for services as an independent contractor or of wages

or other compensation to an employee;

(iii)

of rent;

(iv)

of an annuity or other retirement or health benefit to

a beneficiary, representative, or designee of a

deceased or retired partner;

(v) of interest or other charge on a loan, even if the

amount of payment varies with the profits of the

business, including a direct or indirect present or

future ownership of the collateral, or rights to

income, proceeds, or increase in value derived from

the collateral; or

(vi)

for the sale of the goodwill of a business or other

property by installments or otherwise.

Added by Laws 1997, c. 399, § 10, eff. Nov. 1, 1997.

§54-1-203.

Partnership Property.

Oklahoma Statutes - Title 54. Partnership

Partnership Property. Property acquired by a partnership is

property of the partnership and not of the partners individually.

Added by Laws 1997, c. 399, § 11, eff. Nov. 1, 1997.

§54-1-204. When Property is Partnership Property.

When Property is Partnership Property. (a) Property is

partnership property if acquired in the name of:

(1) the partnership; or

(2) one or more partners with an indication in the instrument

transferring title to the property of the person's capacity as a

partner or of the existence of a partnership but without an

indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a

transfer to:

(1) the partnership in its name; or

(2) one or more partners in their capacity as partners in the

partnership, if the name of the partnership is indicated in the

instrument transferring title to the property.

purchased with partnership assets, even if not acquired in the name

of the partnership or of one or more partners with an indication in

the instrument transferring title to the property of the person's

capacity as a partner or of the existence of a partnership.

(d) Property acquired in the name of one or more of the

partners, without an indication in the instrument transferring title

to the property of the person's capacity as a partner or of the

existence of a partnership and without use of partnership assets, is

presumed to be separate property, even if used for partnership

purposes.

Added by Laws 1997, c. 399, § 12, eff. Nov. 1, 1997.

§54-1-301. Partner Agent of Partnership.

Partner Agent of Partnership. Subject to the effect of a

statement of partnership authority under Section 15 of this act:

(1) Each partner is an agent of the partnership for the purpose

of its business. An act of a partner, including the execution of an

instrument in the partnership name, for apparently carrying on in

the ordinary course the partnership business or business of the kind

carried on by the partnership binds the partnership, unless the

partner had no authority to act for the partnership in the

particular matter and the person with whom the partner was dealing

knew or had received a notification that the partner lacked

authority.

(2) An act of a partner which is not apparently for carrying on

in the ordinary course the partnership business or business of the

kind carried on by the partnership binds the partnership only if the

act was authorized by the other partners.

Oklahoma Statutes - Title 54. Partnership

Added by Laws 1997, c. 399, § 13, eff. Nov. 1, 1997.

§54-1-302. Transfer of Partnership Property.

Transfer of Partnership Property. (a) Partnership property may

be transferred as follows:

(1) Subject to the effect of a statement of partnership

authority under Section 15 of this act, partnership property held in

the name of the partnership may be transferred by an instrument of

transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more

partners with an indication in the instrument transferring the

property to them of their capacity as partners or of the existence

of a partnership, but without an indication of the name of the

partnership, may be transferred by an instrument of transfer

executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more

persons other than the partnership, without an indication in the

instrument transferring the property to them of their capacity as

partners or of the existence of a partnership, may be transferred by

an instrument of transfer executed by the persons in whose name the

property is held.

(b) A partnership may recover partnership property from a

transferee only if it proves that execution of the instrument of

initial transfer did not bind the partnership under Section 13 of

this act and:

(1) as to a subsequent transferee who gave value for property

transferred under paragraphs (1) and (2) of subsection (a) of this

section, proves that the subsequent transferee knew or had received

a notification that the person who executed the instrument of

initial transfer lacked authority to bind the partnership; or

(2) as to a transferee who gave value for property transferred

under paragraph (3) of subsection (a) of this section, proves that

the transferee knew or had received a notification that the property

was partnership property and that the person who executed the

instrument of initial transfer lacked authority to bind the

partnership.

subsequent transferee if the partnership would not have been

entitled to recover the property, under subsection (b) of this

section, from any earlier transferee of the property.

(d) If a person holds all of the partners' interests in the

partnership, all of the partnership property vests in that person.

The person may execute a document in the name of the partnership to

evidence vesting of the property in that person and may file or

record the document.

Added by Laws 1997, c. 399, § 14, eff. Nov. 1, 1997.

Oklahoma Statutes - Title 54. Partnership

§54-1-303. Statement of Partnership Authority.

Statement of Partnership Authority. (a) A partnership may file

with the Secretary of State a statement of partnership authority,

which:

(1) must include:

(i) the name of the partnership;

(ii)

the street address of its chief executive office and

of one office in this state, if there is one; and

(iii)

the name and mailing address of an agent appointed and

maintained by the partnership for the purpose of

subsection (b) of this section; or

(iv)

the names and mailing addresses of the partners

authorized to execute an instrument transferring real

property held in the name of the partnership; and

(2) may state the authority, or limitations on the authority,

of some or all of the partners to enter into other transactions on

behalf of the partnership and any other matter.

(b) If a statement of partnership authority names an agent, the

agent shall maintain a list of the names and mailing addresses of

all of the partners and make it available to any person on request

for good cause shown.

pursuant to subsection (c) of Section 6 of this act and states the

name of the partnership but does not contain all of the other

information required by subsection (a) of this section, the

statement nevertheless operates with respect to a person not a

partner as provided in subsections (d) and (e) of this section.

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

section, a filed statement of partnership authority supplements the

authority of a partner to enter into transactions on behalf of the

partnership as follows:

(1) Except for transfers of real property, a grant of authority

contained in a filed statement of partnership authority is

conclusive in favor of a person who gives value without knowledge to

the contrary, so long as and to the extent that a limitation on that

authority is not then contained in another filed statement. A filed

cancellation of a limitation on authority revives the previous grant

of authority.

(2) A grant of authority to transfer real property held in the

name of the partnership contained in a certified copy of a filed

statement of partnership authority recorded in the office for

recording transfers of that real property is conclusive in favor of

a person who gives value without knowledge to the contrary, so long

as and to the extent that a certified copy of a filed statement

containing a limitation on that authority is not then of record in

the office for recording transfers of that real property. The

recording in the office for recording transfers of that real

Oklahoma Statutes - Title 54. Partnership

property of a certified copy of a filed cancellation of a limitation

on authority revives the previous grant of authority.

(e) A person not a partner is deemed to know of a limitation on

the authority of a partner to transfer real property held in the

name of the partnership if a certified copy of the filed statement

containing the limitation on authority is of record in the office

for recording transfers of that real property.

(f) Except as otherwise provided in subsections (d) and (e) of

this section and Sections 38 and 44 of this act, a person not a

partner is not deemed to know of a limitation on the authority of a

partner merely because the limitation is contained in a filed

statement.

(g) Unless earlier canceled, a filed statement of partnership

authority is canceled by operation of law five (5) years after the

date on which the statement, or the most recent amendment, was filed

with the Secretary of State.

Added by Laws 1997, c. 399, § 15, eff. Nov. 1, 1997.

§54-1-304. Statement of Denial.

Statement of Denial. A partner or other person named as a

partner in a filed statement of partnership authority or in a list

maintained by an agent pursuant to subsection (b) of Section 15 of

this act may file with the Secretary of State a statement of denial

stating the name of the partnership and the fact that is being

denied, which may include denial of a person's authority or status

as a partner. A statement of denial is a limitation on authority as

provided in subsections (d) and (e) of Section 15 of this act.

Added by Laws 1997, c. 399, § 16, eff. Nov. 1, 1997.

§54-1-305. Partnership Liable for Partner's Actionable Conduct.

Partnership Liable for Partner's Actionable Conduct.

(a) A 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 partner acting in the

ordinary course of business of the partnership or with authority of

the partnership.

(b) If, in the course of the partnership's business or while

acting with authority of the partnership, a partner receives or

causes the partnership to receive money or property of a person not

a partner, and the money or property is misapplied by a partner, the

partnership is liable for the loss.

Added by Laws 1997, c. 399, § 17, eff. Nov. 1, 1997.

§54-1-306. Partner's liability.

Partner's liability. (a) Except as otherwise provided in

subsections (b) and (c) of this section, all partners are liable

Oklahoma Statutes - Title 54. Partnership

jointly and severally for all obligations of the partnership unless

otherwise agreed by the claimant or provided by law.

(b) A person admitted as a partner into an existing partnership

is not personally liable for any partnership obligation incurred

before the person's admission as a partner.

partnership is a limited liability partnership, whether arising in

contract, tort, or otherwise, is solely the obligation of the

partnership. A partner is not personally liable, directly or

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

obligation solely by reason of being or so acting as a partner.

This subsection applies notwithstanding anything inconsistent in the

partnership agreement that existed immediately before the vote

required to become a limited liability partnership under subsection

(b) of Section 55 of this act.

Added by Laws 1997, c. 399, § 18, eff. Nov. 1, 1997.

§54-1-307. Actions By and Against Partnership and Partners.

Actions By and Against Partnership and Partners. (a) A

partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, to

the extent not inconsistent with Section 18 of this act, any or all

of the partners in the same action or in separate actions.

judgment against a partner. A judgment against a partnership may

not be satisfied from a partner's assets unless there is also a

judgment against the partner.

(d) A judgment creditor of a partner may not levy execution

against the assets of the partner to satisfy a judgment based on a

claim against the partnership unless the partner is personally

liable for the claim under Section 18 of this act and:

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

against the partnership and a writ of execution on the judgment has

been returned unsatisfied in whole or in part;

(2) the partnership is a debtor in bankruptcy;

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

partnership assets;

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

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

partnership assets subject to execution are clearly insufficient to

satisfy the judgment, that exhaustion of 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 partner by law or contract

independent of the existence of the partnership.

Oklahoma Statutes - Title 54. Partnership

(e) This section applies to any partnership liability or

obligation resulting from a representation by a partner or purported

partner under Section 20 of this act.

Added by Laws 1997, c. 399, § 19, eff. Nov. 1, 1997.

§54-1-308. Liability of Purported Partner.

Liability of Purported Partner. (a) If a person, by words or

conduct, purports to be a partner, or consents to being represented

by another as a partner, in a partnership or with one or more

persons not partners, the purported partner is liable to a person to

whom the representation is made, if that person, relying on the

representation, enters into a transaction with the actual or

purported partnership. If the representation, either by the

purported partner or by a person with the purported partner's

consent, is made in a public manner, the purported partner is liable

to a person who relies upon the purported partnership even if the

purported partner is not aware of being held out as a partner to the

claimant. If partnership liability results, the purported partner

is liable with respect to that liability as if the purported partner

were a partner. If no partnership liability results, the purported

partner is liable with respect to that liability jointly and

severally with any other person consenting to the representation.

(b) If a person is thus represented to be a partner in an

existing partnership, or with one or more persons not partners, the

purported partner is an agent of persons consenting to the

representation to bind them to the same extent and in the same

manner as if the purported partner were a partner, with respect to

persons who enter into transactions in reliance upon the

representation. If all of the partners of the existing partnership

consent to the representation, a partnership act or obligation

results. If fewer than all of the partners of the existing

partnership consent to the representation, the person acting and the

partners consenting to the representation are jointly and severally

liable.

person is named by another in a statement of partnership authority.

(d) A person does not continue to be liable as a partner merely

because of a failure to file a statement of dissociation or to amend

a statement of partnership authority to indicate the partner's

dissociation from the partnership.

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

this section, persons who are not partners as to each other are not

liable as partners to other persons.

Added by Laws 1997, c. 399, § 20, eff. Nov. 1, 1997.

§54-1-309.

Security for Payment of Claims.

Oklahoma Statutes - Title 54. Partnership

Security for Payment of Claims. (a) A limited liability

partnership, or a foreign limited liability partnership transacting

business in this state, shall provide security for claims against it

based upon acts, errors, or omissions arising out of the conduct of

the business of the partnership in the manner provided in subsection

(b), (c), (d) or (e) of this section.

(b) (1) A limited liability partnership or foreign limited

liability partnership is in compliance with this section if it

maintains a policy or policies of insurance against liability

imposed on it by law for damages arising out of claims of the type

specified in subsection (a) of this section. The policy or policies

of insurance may be issued on a claims-made or occurrence basis;

provided, that the total aggregate limit of liability thereof equals

or exceeds Five Hundred Thousand Dollars ($500,000.00). The

impairment or exhaustion of such aggregate limit of liability by

amounts paid under the policy in connection with the settlement,

discharge, or defense of claims shall not require the partnership to

acquire additional insurance coverage for the policy period to which

the impairment or exhaustion applies. Such policy or policies of

insurance may be of a type reasonably available in the commercial

insurance market and may be subject to such terms, conditions,

exclusions, and endorsements as are typically contained in such

policies.

(2) If the principal business activity of a limited liability

partnership or foreign limited liability partnership is not the

provision of professional services, the limited liability

partnership or foreign limited liability partnership may comply with

this section if it maintains a general liability insurance policy or

policies in the aggregate amount of at least Five Hundred Thousand

Dollars ($500,000.00). The impairment or exhaustion of such

aggregate limit of liability by amounts paid under the policy in

connection with the settlement, discharge, or defense of claims

shall not require the partnership to acquire additional insurance

coverage for the policy period to which the impairment or exhaustion

applies. Such policy or policies of insurance may be of a type

reasonably available in the commercial insurance market and may be

subject to such terms, conditions, exclusions, and endorsements as

are typically contained in such policies.

(3) A policy or policies of insurance maintained pursuant to

this subsection may be subject to a deductible or self-insured

retention not to exceed ten percent (10%) of the aggregate limit of

liability specified in paragraphs (1) and (2) of this subsection;

provided, however, that a deductible or self-insured retention may

exceed such amount if the partnership maintains funds in the manner

provided for in subsection (c) of this section in the amount of the

difference between the actual deductible or self-insured retention

and such amount.

Oklahoma Statutes - Title 54. Partnership

liability partnership is in compliance with this section if it

maintains funds specifically designated and segregated as security

for the payment of liabilities imposed by law against the

partnership or its partners arising out of claims of the type

specified in subsection (a) of this section, in the aggregate amount

of at least Five Hundred Thousand Dollars ($500,000.00). The

partnership remains in compliance with this section notwithstanding

amounts paid from the designated and segregated funds in any sixmonth period in settling or discharging such claims; provided, that

the amount of the designated and segregated funds is increased to at

least Five Hundred Thousand Dollars ($500,000.00) as of the first

business day of the next six-month period. A limited liability

partnership or foreign limited liability partnership is in

compliance with this subsection if it:

(i) maintains funds in the required amount in trust or in

bank escrow in the form of cash, bank certificates of

deposit or United States Treasury obligations,

(ii)

maintains in effect bank letters of credit in the

required amount, or

(iii)

maintains in effect insurance or surety company bonds

in the required amount.

(2) Notwithstanding the pendency of other claims against the

partnership, a limited liability partnership or foreign limited

liability partnership shall be deemed to be in compliance with this

subsection if within thirty (30) days after the time that a claim is

initially asserted through service of a summons, complaint or

comparable pleading in a judicial or administrative proceeding, the

partnership has designated and segregated funds in compliance with

the requirement of paragraph (1) of this subsection.

(d) For purposes of satisfying the requirements of this

section, a limited liability partnership or foreign limited

liability partnership may aggregate security provided pursuant to

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

(e) Notwithstanding any other provision of this section, if a

foreign limited liability partnership maintains liability insurance,

designated and segregated funds, or any combination thereof pursuant

to the laws or regulations of another jurisdiction, such liability

insurance, designated and segregated funds, or combination thereof

shall be deemed to satisfy this section if:

(1) The amount thereof is equal to or greater than the amount

required pursuant to this section; or

(2) The amount thereof, plus any security maintained pursuant

to subsection (b) or (c) of this section, is equal to or greater

than the amount required pursuant to this section.

(f) Federal or state law, as applicable, shall determine

whether the existence of the security required by subsection (b) or

Oklahoma Statutes - Title 54. Partnership

pursuant to the law of civil procedure governing discovery in civil

cases or whether the existence or amount of that security may be

admitted into evidence for consideration by a trier of fact during a

civil proceeding.

(g) If a limited liability partnership or foreign limited

liability partnership fails to comply with this section, the

partners thereof shall be liable jointly for the debts, obligations

and liabilities of the partnership arising from claims specified in

subsection (a) of this section; provided, however, that the

aggregate amount for which the partners are jointly liable shall be

limited to the difference between the amount of security required to

be maintained pursuant to this section and the amount of security

actually maintained by the partnership.

(h) Notwithstanding any other provision of this section, if a

limited liability partnership or foreign limited liability

partnership is in substantial compliance with this section at the

time that a bankruptcy or other insolvency proceeding is commenced

with respect to the partnership, the partnership shall be deemed to

be in compliance with this section during the entire pendency of the

proceeding. A partnership that has been the subject of such a

proceeding and that conducts business after the proceeding has ended

must thereafter comply with this section in order to maintain its

status as a limited liability partnership or foreign limited

liability partnership.

Added by Laws 1997, c. 399, § 21, eff. Nov. 1, 1997.

§54-1-401. Partner's Rights and Duties.

Partner's Rights and Duties. (a) Each partner is deemed to

have an account that is:

(1) credited with an amount equal to the money plus the value

of any other property, net of the amount of any liabilities, the

partner contributes to the partnership and the partner's share of

the partnership profits; and

(2) charged with an amount equal to the money plus the value of

any other property, net of the amount of any liabilities,

distributed by the partnership to the partner and the partner's

share of the partnership losses.

(b) Each partner is entitled to an equal share of the

partnership profits and is chargeable with a share of the

partnership losses in proportion to the partner's share of the

profits.

and indemnify a partner for liabilities incurred by the partner in

the ordinary course of the business of the partnership or for the

preservation of its business or property.

Oklahoma Statutes - Title 54. Partnership

(d) A partnership shall reimburse a partner for an advance to

the partnership beyond the amount of capital the partner agreed to

contribute.

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

a partnership obligation under subsection (c) or (d) of this section

constitutes a loan to the partnership which accrues interest from

the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct

of the partnership business.

(g) A partner may use or possess partnership property only on

behalf of the partnership.

(h) A partner is not entitled to remuneration for services

performed for the partnership, except for reasonable compensation

for services rendered in winding up the business of the partnership.

(i) A person may become a partner only with the consent of all

of the partners.

(j) A difference arising as to a matter in the ordinary course

of business of a partnership may be decided by a majority of the

partners. An act outside the ordinary course of business of a

partnership and an amendment to the partnership agreement may be

undertaken only with the consent of all of the partners.

(k) This section does not affect the obligations of a

partnership to other persons under Section 13 of this act.

Added by Laws 1997, c. 399, § 22, eff. Nov. 1, 1997.

§54-1-402. Distributions in Kind.

Distributions in Kind. A partner has no right to receive, and

may not be required to accept, a distribution in kind.

Added by Laws 1997, c. 399, § 23, eff. Nov. 1, 1997.

§54-1-403. Partner's Rights and Duties with Respect to Information.

Partner's Rights and Duties with Respect to Information. (a) A

partnership shall keep its books and records, if any, at its chief

executive office.

(b) A partnership shall provide partners and their agents and

attorneys access to its books and records. It shall provide former

partners and their agents and attorneys access to books and records

pertaining to the period during which they were partners. The right

of access provides the opportunity to inspect and copy books and

records during ordinary business hours. A partnership may impose a

reasonable charge, covering the costs of labor and material, for

copies of documents furnished.

partner, and to the legal representative of a deceased partner or

partner under legal disability:

(1) without demand, any information concerning the

partnership's business and affairs reasonably required for the

Oklahoma Statutes - Title 54. Partnership

proper exercise of the partner's rights and duties under the

partnership agreement or this act; and

(2) on demand, any other information concerning the

partnership's business and affairs, except to the extent the demand

or the information demanded is unreasonable or otherwise improper

under the circumstances.

Added by Laws 1997, c. 399, § 24, eff. Nov. 1, 1997.

§54-1-404. General Standards of Partner's Conduct.

General Standards of Partner's Conduct. (a) The only fiduciary

duties a partner owes to the partnership and the other partners are

the duty of loyalty and the duty of care set forth in subsections

(b) and (c) of this section.

(b) A partner's duty of loyalty to the partnership and the

other partners is limited to the following:

(1) to account to the partnership and hold as trustee for it

any property, profit, or benefit derived by the partner in the

conduct and winding up of the partnership business or derived from a

use by the partner of partnership property, including the

appropriation of a partnership opportunity;

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

or winding up of the partnership business as or on behalf of a party

having an interest adverse to the partnership; and

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

conduct of the partnership business before the dissolution of the

partnership.

partners in the conduct and winding up of the partnership business

is limited to refraining from engaging in grossly negligent or

reckless conduct, intentional misconduct, or a knowing violation of

law.

(d) A partner shall discharge the duties to the partnership and

the other partners under this act or under the partnership agreement

and exercise any rights consistently with the obligation of good

faith and fair dealing.

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

act or under the partnership agreement merely because the partner's

conduct furthers the partner's own interest.

(f) A partner may lend money to and transact other business

with the partnership, and as to each loan or transaction the rights

and obligations of the partner are the same as those of a person who

is not a partner, subject to other applicable law.

(g) This section applies to a person winding up the partnership

business as the personal or legal representative of the last

surviving partner as if the person were a partner.

Added by Laws 1997, c. 399, § 25, eff. Nov. 1, 1997.

Oklahoma Statutes - Title 54. Partnership

§54-1-405. Actions by Partnership and Partners.

Actions by Partnership and Partners. (a) A partnership may

maintain an action against a partner for a breach of the partnership

agreement, or for the violation of a duty to the partnership,

causing harm to the partnership.

(b) A partner may maintain an action against the partnership or

another partner for legal or equitable relief, with or without an

accounting as to partnership business, to:

(1) enforce the partner's rights under the partnership

agreement;

(2) enforce the partner's rights under this act, including:

(i) the partner's rights under Sections 22, 24, or 25 of

this act;

(ii)

the partner's right on dissociation to have the

partner's interest in the partnership purchased

pursuant to Section 35 of this act or enforce any

other right under Article 6 or 7 of this act; or

(iii)

the partner's right to compel a dissolution and

winding up of the partnership business under Section

40 of this act or enforce any other right under

Article 8 of this act; or

(3) enforce the rights and otherwise protect the interests of

the partner, including rights and interests arising independently of

the partnership relationship.

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 1997, c. 399, § 26, eff. Nov. 1, 1997.

§54-1-406. Continuation of Partnership beyond Definite Term or

Particular Undertaking.

Continuation of Partnership beyond Definite Term or Particular

Undertaking. (a) If a partnership for a definite term or

particular undertaking is continued, without an express agreement,

after the expiration of the term or completion of the undertaking,

the rights and duties of the partners remain the same as they were

at the expiration or completion, so far as is consistent with a

partnership at will.

(b) If the partners, or those of them who habitually acted in

the business during the term or undertaking, continue the business

without any settlement or liquidation of the partnership, they are

presumed to have agreed that the partnership will continue.

Added by Laws 1997, c. 399, § 27, eff. Nov. 1, 1997.

§54-1-501.

Partner not Co-owner of Partnership Property.

Oklahoma Statutes - Title 54. Partnership

Partner not Co-owner of Partnership Property. A partner is not

a co-owner of partnership property and has no interest in

partnership property which can be transferred, either voluntarily or

involuntarily.

Added by Laws 1997, c. 399, § 28, eff. Nov. 1, 1997.

§54-1-502. Partner's Transferable Interest in Partnership.

Partner's Transferable Interest in Partnership. The only

transferable interest of a partner in the partnership is the

partner's share of the profits and losses of the partnership and the

partner's right to receive distributions. The interest is personal

property.

Added by Laws 1997, c. 399, § 29, eff. Nov. 1, 1997.

§54-1-503. 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 in the

partnership:

(1) is permissible;

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

dissolution and winding up of the partnership business; and

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

entitle the transferee, during the continuance of the partnership,

to participate in the management or conduct of the partnership

business, to require access to information concerning partnership

transactions, or to inspect or copy the partnership books or

records.

(b) A transferee of a partner's transferable interest in the

partnership has a right:

(1) to receive, in accordance with the transfer, distributions

to which the transferor would otherwise be entitled;

(2) to receive upon the dissolution and winding up of the

partnership business, in accordance with the transfer, the net

amount otherwise distributable to the transferor; and

(3) to seek under paragraph (6) of Section 40 of this act a

judicial determination that it is equitable to wind up the

partnership business.

to an account of partnership transactions only from the date of the

latest account agreed to by all of the partners.

(d) Upon transfer, the transferor retains the rights and duties

of a partner other than the interest in distributions transferred.

(e) A partnership need not give effect to a transferee's rights

under this section until it has notice of the transfer.

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

partnership in violation of a restriction on transfer contained in

Oklahoma Statutes - Title 54. Partnership

the partnership agreement is ineffective as to a person having

notice of the restriction at the time of transfer.

Added by Laws 1997, c. 399, § 30, eff. Nov. 1, 1997.

§54-1-504. Partner's Transferable Interest Subject to Charging

Order.

Partner's Transferable Interest Subject to Charging Order. (a)

On application by a judgment creditor of a partner or of a partner's

transferee, a court having jurisdiction may charge the transferable

interest of the judgment debtor to satisfy the judgment. 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.

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

debtor's transferable interest in the partnership. The court may

order a foreclosure of 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 partnership property, by one or

more of the other partners; or

(3) with partnership property, by one or more of the other

partners with the consent of all of the partners whose interests are

not so charged.

(d) This act does not deprive a partner of a right under

exemption laws with respect to the partner's interest in the

partnership.

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

judgment creditor of a partner or partner's transferee may satisfy a

judgment out of the judgment debtor's transferable interest in the

partnership.

Added by Laws 1997, c. 399, § 31, eff. Nov. 1, 1997.

§54-1-601. Events Causing Partner's Dissociation.

Events Causing Partner's Dissociation. A partner is dissociated

from a partnership upon the occurrence of any of the following

events:

(1) the partnership's having notice of the partner's express

will to withdraw as a partner or on a later date specified by the

partner;

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

the partner's dissociation;

Oklahoma Statutes - Title 54. Partnership

(3) the partner's expulsion pursuant to the partnership

agreement;

(4) the partner's expulsion by the unanimous vote of the other

partners if:

(i) it is unlawful to carry on the partnership business

with that partner;

(ii)

there has been a transfer of all or substantially all

of that partner's transferable interest in the

partnership, other than a transfer for security

purposes, or a court order charging the partner's

interest, which has not been foreclosed;

(iii)

within ninety (90) days after the partnership notifies

a corporate partner that it will be expelled 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

(iv)

a partnership that is a partner has been dissolved and

its business is being wound up;

(5) on application by the partnership or another partner, the

partner's expulsion by judicial determination because:

(i) the partner engaged in wrongful conduct that adversely

and materially affected the partnership business;

(ii)

the partner 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 25 of this act; or

(iii)

the partner engaged in conduct relating to the

partnership business which makes it not reasonably

practicable to carry on the business in partnership

with the partner;

(6) the partner's:

(i) becoming a debtor in bankruptcy;

(ii)

executing an assignment for the benefit of creditors;

(iii)

seeking, consenting to, or acquiescing in the

appointment of a trustee, receiver, or liquidator of

that partner or of all or substantially all of that

partner's property; or

(iv)

failing, within ninety (90) days after the

appointment, to have vacated or stayed the appointment

of a trustee, receiver, or liquidator of the partner

or of all or substantially all of the partner's

property obtained without the partner's consent or

acquiescence, or failing within ninety (90) days after

Oklahoma Statutes - Title 54. Partnership

the expiration of a stay to have the appointment

vacated;

(7) in the case of a partner who is an individual:

(i) the partner's death;

(ii)

the appointment of a guardian or general conservator

for the partner; or

(iii)

a judicial determination that the partner has

otherwise become incapable of performing the partner's

duties under the partnership agreement;

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

partner by virtue of being a trustee of a trust, distribution of the

trust's entire transferable interest in the partnership, but not

merely by reason of the substitution of a successor trustee;

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

a partner by virtue of being a personal representative of an estate,

distribution of the estate's entire transferable interest in the

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

successor personal representative; or

(10) termination of a partner who is not an individual,

partnership, corporation, trust, or estate.

Added by Laws 1997, c. 399, § 32, eff. Nov. 1, 1997.

§54-1-602. Partner's Power to Dissociate; Wrongful Dissociation.

Partner's Power to Dissociate; Wrongful Dissociation. (a) A

partner has the power to dissociate at any time, rightfully or

wrongfully, by express will pursuant to paragraph (1) of Section 32

of this act.

(b) A partner's dissociation is wrongful only if:

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

agreement; or

(2) in the case of a partnership for a definite term or

particular undertaking, before the expiration of the term or the

completion of the undertaking:

(i) the partner withdraws by express will, unless the

withdrawal follows within ninety (90) days after

another partner's dissociation by death or otherwise

under paragraphs (6) through (10) of Section 32 of

this act or wrongful dissociation under this

subsection;

(ii)

the partner is expelled by judicial determination

under paragraph (5) of Section 32 of this act;

(iii)

the partner is dissociated by becoming a debtor in

bankruptcy; or

(iv)

in the case of a partner who is not an individual,

trust other than a business trust, or estate, the

partner is expelled or otherwise dissociated because

it willfully dissolved or terminated.

Oklahoma Statutes - Title 54. Partnership

partnership and to the other partners for damages caused by the

dissociation. The liability is in addition to any other obligation

of the partner to the partnership or to the other partners.

Added by Laws 1997, c. 399, § 33, eff. Nov. 1, 1997.

§54-1-603. Effect of Partner's Dissociation.

Effect of Partner's Dissociation. (a) If a partner's

dissociation results in a dissolution and winding up of the

partnership business, Article 8 of this act applies; otherwise,

Article 7 of this act applies.

(b) Upon a partner's dissociation:

(1) the partner's right to participate in the management and

conduct of the partnership business terminates, except as otherwise

provided in Section 42 of this act;

(2) the partner's duty of loyalty under paragraph (3) of

subsection (b) of Section 25 of this act terminates; and

(3) the partner's duty of loyalty under paragraphs (1) and (2)

of subsection (b) of Section 25 of this act and duty of care under

subsection (c) of Section 25 of this act continue only with regard

to matters arising and events occurring before the partner's

dissociation, unless the partner participates in winding up the

partnership's business pursuant to Section 42 of this act.

Added by Laws 1997, c. 399, § 34, eff. Nov. 1, 1997.

§54-1-701. Purchase of Dissociated Partner's Interest.

Purchase of Dissociated Partner's Interest. (a) If a partner

is dissociated from a partnership without resulting in a dissolution

and winding up of the partnership business under Section 40 of this

act, the partnership shall cause the dissociated partner's interest

in the partnership to be purchased for a buyout price determined

pursuant to subsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is the

amount that would have been distributable to the dissociating

partner under subsection (b) of Section 46 of this act if, on the

date of dissociation, the assets of the partnership were sold at a

price equal to the greater of the liquidation value or the value

based on a sale of the entire business as a going concern without

the dissociated partner and the partnership were wound up as of that

date. Interest must be paid from the date of dissociation to the

date of payment.

Section 33 of this act, and all other amounts owing, whether or not

presently due, from the dissociated partner to the partnership, must

be offset against the buyout price. Interest must be paid from the

date the amount owed becomes due to the date of payment.

Oklahoma Statutes - Title 54. Partnership

(d) A partnership shall indemnify a dissociated partner whose

interest is being purchased against all partnership liabilities,

whether incurred before or after the dissociation, except

liabilities incurred by an act of the dissociated partner under

Section 35 of this act.

(e) If no agreement for the purchase of a dissociated partner's

interest is reached within one hundred twenty (120) days after a

written demand for payment, the partnership shall pay, or cause to

be paid, in cash to the dissociated partner the amount the

partnership estimates to be the buyout price and accrued interest,

reduced by any offsets and accrued interest under subsection (c) of

this section.

(f) If a deferred payment is authorized under subsection (h) of

this section, the partnership may tender a written offer to pay the

amount it estimates to be the buyout price and accrued interest,

reduced by any offsets under subsection (c) of this section, stating

the time of payment, the amount and type of security for payment,

and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of

this section must be accompanied by the following:

(1) a statement of partnership assets and liabilities as of the

date of dissociation;

(2) the latest available partnership balance sheet and income

statement, if any;

(3) an explanation of how the estimated amount of the payment

was calculated; and

(4) written notice that the payment is in full satisfaction of

the obligation to purchase unless, within one hundred twenty (120)

days after the written notice, the dissociated partner commences an

action to determine the buyout price, any offsets under subsection

(h) A partner who wrongfully dissociates before the expiration

of a definite term or the completion of a particular undertaking is

not entitled to payment of any portion of the buyout price until the

expiration of the term or completion of the undertaking, unless the

partner establishes to the satisfaction of the court that earlier

payment will not cause undue hardship to the business of the

partnership. A deferred payment must be adequately secured and bear

interest.

(i) A dissociated partner may maintain an action against the

partnership, pursuant to subparagraph (ii) of paragraph (2) of

subsection (b) of Section 26 of this act, to determine the buyout

price of that partner's interest, any offsets under subsection (c)

of this section, or other terms of the obligation to purchase. The

action must be commenced within one hundred twenty (120) days after

the partnership has tendered payment or an offer to pay or within

one (1) year after written demand for payment if no payment or offer

Oklahoma Statutes - Title 54. Partnership

to pay is tendered. The court shall determine the buyout price of

the dissociated partner's interest, any offset due under subsection

any additional payment or refund. If deferred payment is authorized

under subsection (h) of this section, the court shall also determine

the security for payment and other terms of the obligation to

purchase. The court may assess reasonable attorney fees and the

fees and expenses of appraisers or other experts for a party to the

action, in amounts the court finds equitable, against a party that

the court finds acted arbitrarily, vexatiously, or not in good

faith. The finding may be based on the partnership's failure to

tender payment or an offer to pay or to comply with subsection (g)

of this section.

Added by Laws 1997, c. 399, § 35, eff. Nov. 1, 1997.

§54-1-702. Dissociated Partner's Power to Bind and Liability to

Partnership.

Dissociated Partner's Power to Bind and Liability to

Partnership. (a) For two (2) years after a partner dissociates

without resulting in a dissolution and winding up of the partnership

business, the partnership, including a surviving partnership under

Article 9 of this act, is bound by an act of the dissociated partner

which would have bound the partnership under Section 13 of this act

before dissociation only if at the time of entering into the

transaction the other party:

(1) reasonably believed that the dissociated partner was then a

partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under subsection (e) of

Section 15 of this act or notice under subsection (c) of Section 38

of this act.

(b) A dissociated partner is liable to the partnership for any

damage caused to the partnership arising from an obligation incurred

by the dissociated partner after dissociation for which the

partnership is liable under subsection (a) of this section.

Added by Laws 1997, c. 399, § 36, eff. Nov. 1, 1997.

§54-1-703. Dissociated Partner's Liability to Other Persons.

Dissociated Partner's Liability to Other Persons. (a) A

partner's dissociation does not of itself discharge the partner's

liability for a partnership obligation incurred before dissociation.

A dissociated partner is not liable for a partnership obligation

incurred after dissociation, except as otherwise provided in

subsection (b) of this section.

(b) A partner who dissociates without resulting in a

dissolution and winding up of the partnership business is liable as

a partner to the other party in a transaction entered into by the

Oklahoma Statutes - Title 54. Partnership

partnership, or a surviving partnership under Article 9 of this act,

within two (2) years after the partner's dissociation, only if the

partner is liable for the obligation under Section 18 of this act

and at the time of entering into the transaction the other party:

(1) reasonably believed that the dissociated partner was then a

partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under subsection (e) of

Section 15 of this act or notice under subsection (c) of Section 38

of this act.

continuing the business, a dissociated partner may be released from

liability for a partnership obligation.

(d) A dissociated partner is released from liability for a

partnership obligation if a partnership creditor, with notice of the

partner's dissociation but without the partner's consent, agrees to

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

partnership obligation.

Added by Laws 1997, c. 399, § 37, eff. Nov. 1, 1997.

§54-1-704. Statement of Dissociation.

Statement of Dissociation. (a) A dissociated partner or the

partnership may file a statement of dissociation with the Secretary

of State stating the name of the partnership and that the partner is

dissociated from the partnership.

(b) A statement of dissociation is a limitation on the

authority of a dissociated partner for the purposes of subsection

(d) and (e) of Section 15 of this act.

Section 36 of this act and paragraph (3) of subsection (b) of

Section 37 of this act, a person not a partner is deemed to have

notice of the dissociation ninety (90) days after the statement of

dissociation is filed.

Added by Laws 1997, c. 399, § 38, eff. Nov. 1, 1997.

§54-1-705. Continued Use of Partnership Name.

Continued Use of Partnership Name. Continued use of a

partnership name, or a dissociated partner's name as part thereof,

by partners continuing the business does not of itself make the

dissociated partner liable for an obligation of the partners or the

partnership continuing the business.

Added by Laws 1997, c. 399, § 39, eff. Nov. 1, 1997.

§54-1-801.

Business.

Events Causing Dissolution and Winding Up of Partnership

Oklahoma Statutes - Title 54. Partnership

Events Causing Dissolution and Winding Up of Partnership

Business. A partnership is dissolved, and its business must be

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

(1) in a partnership at will, the partnership's having notice

from a partner, other than a partner who is dissociated under

paragraphs (2) through (10) of Section 32 of this act, of that

partner's express will to withdraw as a partner, or on a later date

specified by the partner;

(2) in a partnership for a definite term or particular

undertaking:

(i) within ninety (90) days after a partner's dissociation

by death or otherwise under paragraphs (6) through

(10) of Section 32 of this act or wrongful

dissociation under subsection (b) of Section 33 of

this act, the express will of at least half of the

remaining partners to wind up the partnership business

for which purpose a partner's rightful dissociation

pursuant to subparagraph (i) of paragraph (2) of

subsection (b) of Section 33 of this act constitutes

the expression of that partner's will to wind up the

partnership business;

(ii)

the express will of all of the partners to wind up the

partnership business; or

(iii)

the expiration of the term or the completion of the

undertaking;

(3) an event agreed to in the partnership agreement resulting

in the winding up of the partnership business;

(4) an event that makes it unlawful for all or substantially

all of the business of the partnership to be continued, but a cure

of illegality within ninety (90) days after notice to the

partnership of the event is effective retroactively to the date of

the event for purposes of this section;

(5) on application by a partner, a judicial determination that:

(i) the economic purpose of the partnership is likely to

be unreasonably frustrated;

(ii)

another partner has engaged in conduct relating to the

partnership business which makes it not reasonably

practicable to carry on the business in partnership

with that partner; or

(iii)

it is not otherwise reasonably practicable to carry on

the partnership business in conformity with the

partnership agreement; or

(6) on application by a transferee of a partner's transferable

interest, a judicial determination that it is equitable to wind up

the partnership business:

(i) after the expiration of the term or completion of the

undertaking, if the partnership was for a definite

Oklahoma Statutes - Title 54. Partnership

term or particular undertaking at the time of the

transfer or entry of the charging order that gave rise

to the transfer; or

(ii)

at any time, if the partnership was a partnership at

will at the time of the transfer or entry of the

charging order that gave rise to the transfer.

Added by Laws 1997, c. 399, § 40, eff. Nov. 1, 1997.

§54-1-802. Partnership Continues After Dissolution.

Partnership Continues After Dissolution. (a) Subject to

subsection (b) of this section, a partnership continues after

dissolution only for the purpose of winding up its business. The

partnership is terminated when the winding up of its business is

completed.

(b) At any time after the dissolution of a partnership and

before the winding up of its business is completed, all of the

partners, including any dissociating partner other than a wrongfully

dissociating partner, may waive the right to have the partnership's

business wound up and the partnership terminated.

In that event:

(1) the partnership resumes carrying on its business as if

dissolution had never occurred, and any liability incurred by the

partnership or a partner after the dissolution and before the waiver

is determined as if dissolution had never occurred; and

(2) the rights of a third party accruing under paragraph (1) of

Section 43 of this act or arising out of conduct in reliance on the

dissolution before the third party knew or received a notification

of the waiver may not be adversely affected.

Added by Laws 1997, c. 399, § 41, eff. Nov. 1, 1997.

§54-1-803. Right to Wind Up Partnership Business.

Right to Wind Up Partnership Business. (a) After dissolution,

a partner who has not wrongfully dissociated may participate in

winding up the partnership's business, but on application of any

partner, partner's legal representative, or transferee, the district

court, for good cause shown, may order judicial supervision of the

winding up.

(b) The legal representative of the last surviving partner may

wind up a partnership's business.

the partnership business or property as a going concern for a

reasonable time, prosecute and defend actions and proceedings,

whether civil, criminal, or administrative, settle and close the

partnership's business, dispose of and transfer the partnership's

property, discharge the partnership's liabilities, distribute the

assets of the partnership pursuant to Section 46 of this act, settle

Oklahoma Statutes - Title 54. Partnership

disputes by mediation or arbitration, and perform other necessary

acts.

Added by Laws 1997, c. 399, § 42, eff. Nov. 1, 1997.

§54-1-804. Partner's Power to Bind Partnership After Dissolution.

Partner's Power to Bind Partnership After Dissolution. Subject

to Section 44 of this act, a partnership is bound by a partner's act

after dissolution that:

(1) is appropriate for winding up the partnership business; or

(2) would have bound the partnership under Section 13 of this

act before dissolution, if the other party to the transaction did

not have notice of the dissolution.

Added by Laws 1997, c. 399, § 43, eff. Nov. 1, 1997.

§54-1-805. Statement of Dissolution.

Statement of Dissolution. (a) After dissolution, a partner who

has not wrongfully dissociated may file with the Secretary of State

a statement of dissolution stating the name of the partnership and

that the partnership has dissolved and is winding up its business.

(b) A statement of dissolution cancels a filed statement of

partnership authority for the purposes of subsection (d) of Section

15 of this act and is a limitation on authority for the purposes of

subsection (e) of Section 15 of this act.

person not a partner is deemed to have notice of the dissolution and

the limitation on the partners' authority as a result of the

statement of dissolution ninety (90) days after it is filed.

(d) After filing and, if appropriate, recording a statement of

dissolution, a dissolved partnership may file and, if appropriate,

record a statement of partnership authority which will operate with

respect to a person not a partner as provided in subsections (d) and

(e) of Section 15 of this act in any transaction, whether or not the

transaction is appropriate for winding up the partnership business.

Added by Laws 1997, c. 399, § 44, eff. Nov. 1, 1997.

§54-1-806. Partner's Liability to Other Partners After Dissolution.

Partner's Liability to Other Partners After Dissolution. (a)

Except as otherwise provided in subsection (b) of this section and

Section 18 of this act, after dissolution a partner is liable to the

other partners for the partner's share of any partnership liability

incurred under Section 43 of this act.

(b) A partner who, with knowledge of the dissolution, incurs a

partnership liability under paragraph (2) of Section 43 of this act

by an act that is not appropriate for winding up the partnership

business is liable to the partnership for any damage caused to the

partnership arising from the liability.

Added by Laws 1997, c. 399, § 45, eff. Nov. 1, 1997.

Oklahoma Statutes - Title 54. Partnership

§54-1-807. Settlement of Accounts and Contributions Among Partners.

Settlement of Accounts and Contributions Among Partners. (a)

In winding up a partnership's business, the assets of the

partnership, including the contributions of the partners required by

this section, must be applied to discharge its obligations to

creditors, including, to the extent permitted by law, partners who

are creditors. Any surplus must be applied to pay in cash the net

amount distributable to partners in accordance with their right to

distributions under subsection (b) of this section.

(b) Each partner is entitled to a settlement of all partnership

accounts upon winding up the partnership business. In settling

accounts among the partners, the profits and losses that result from

the liquidation of the partnership assets must be credited and

charged to the partners' accounts. The partnership shall make a

distribution to a partner in an amount equal to any excess of the

credits over the charges in the partner's account. A partner shall

contribute to the partnership an amount equal to any excess of the

charges over the credits in the partner's account but excluding from

the calculation charges attributable to an obligation for which the

partner is not personally liable under Section 18 of this act.

under subsection (b) of this section, all of the other partners

shall contribute, in the proportions in which those partners share

partnership losses, the additional amount necessary to satisfy the

partnership obligations for which they are personally liable under

Section 18 of this act. A partner or partner's legal representative

may recover from the other partners any contributions the partner

makes to the extent the amount contributed exceeds that partner's

share of the partnership obligations for which the partner is

personally liable under Section 18 of this act.

(d) After the settlement of accounts, each partner shall

contribute, in the proportion in which the partner shares

partnership losses, the amount necessary to satisfy partnership

obligations that were not known at the time of the settlement and

for which the partner is personally liable under Section 18 of this

act.

(e) The estate of a deceased partner is liable for the

partner's obligation to contribute to the partnership.

(f) An assignee for the benefit of creditors of a partnership

or a partner, or a person appointed by a court to represent

creditors of a partnership or a partner, may enforce a partner's

obligation to contribute to the partnership.

Added by Laws 1997, c. 399, § 46, eff. Nov. 1, 1997.

§54-1-901. Definitions.

Definitions.

Oklahoma Statutes - Title 54. Partnership

In this article:

(1) “Constituent partnership” means a constituent organization

that is a 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 1-902

through 1-905 of this title;

(4) “Converting partnership” means a converting organization

that is a partnership;

(5) “Converting organization” means an organization that

converts into another organization pursuant to Section 1-902 of this

title;

(6) “Governing statute” of an organization means the statute

that governs the organization’s internal affairs;

(7) “Organization” means a general partnership, including a

limited liability partnership; limited partnership; limited

liability company; business trust; corporation; or any other

unincorporated association. The term includes domestic and foreign

organizations regardless of whether organized for profit;

(8) “Organizational documents” means:

(i) for a domestic or foreign general partnership, its

partnership agreement;

(ii) for a domestic or foreign limited partnership, its

certificate of limited partnership and partnership

agreement;

(iii) for a domestic or foreign limited liability company,

its articles of organization and operating agreement,

or comparable records as provided in its governing

statute;

(iv) for a business trust, its agreement of trust and

declaration of trust;

(v) 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

(vi) 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;

(9) “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:

Oklahoma Statutes - Title 54. Partnership

(i)

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

(ii) 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.

Added by Laws 1997, c. 399, § 47, eff. Nov. 1, 1997. Amended by

Laws 2004, c. 255, § 56, eff. Nov. 1, 2004; Laws 2008, c. 253, § 34.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).

§54-1-902. Conversion of organization other than partnership to

domestic partnership - Conversion of domestic partnership to another

organization.

Conversion of organization other than partnership to domestic

partnership; Conversion of domestic partnership to another

organization.

(a) An organization other than a partnership may convert to a

domestic partnership, and a domestic partnership may convert to

another organization pursuant to this section and Sections 1-903 and

1-904 of this title 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;

(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.

conversion must be consented to by all the partners of a converting

partnership.

(d) Subject to Section 1-909 of this title and any contractual

rights, after a conversion is approved, and at any time before a

Oklahoma Statutes - Title 54. Partnership

filing is made under Section 1-903 of this title, a converting

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 1997, c. 399, § 48, eff. Nov. 1, 1997. Amended by

Laws 2004, c. 255, § 57, eff. Nov. 1, 2004.

§54-1-903. Filings Required for Conversion - Effective Date.

Filings Required for Conversion; Effective Date.

(a) After a plan of conversion is approved, if

(i) the converted organization is a domestic

converted partnership, or

(ii) the governing statute of the converted

organization does not provide for the filing of a

conversion notice with the Secretary of State, or

(iii) the converted organization is a foreign

organization:

(1) a converting partnership shall deliver to the Secretary of

State for filing a certificate of conversion, which must include:

(i) a statement that the partnership was converted

from, or has been converted to, another

organization, as the case may be;

(ii) the name and form of the converting organization

and the jurisdiction of its governing statute;

(iii) the date the conversion is effective under the

governing statute of the converted organization;

(iv) a statement that the conversion was approved as

required by Section 1-902 of this title, if the

converted organization is not a converted

partnership;

(v) a statement that the conversion was approved as

required by the governing statute of the

converted organization, if the converted

organization is a converted partnership; and

(vi) if the converted organization is a foreign

organization not authorized to transact business

in this state, the street and mailing address of

an office which the Secretary of State may use

for the purposes of subsection (c) of Section 1904 of this title.

(2) if the governing statute of the converted organization

requires the filing of an organizational document with the Secretary

of State, the converted organization shall deliver to the Secretary

of State for filing the required organizational document.

(b) A conversion becomes effective upon the future effective

date or time set forth in the certificate of conversion, which shall

Oklahoma Statutes - Title 54. Partnership

be a date or time certain not later than ninety (90) days after the

filing. If the certificate of conversion does not set forth a

future effective date or time, the conversion becomes effective:

(1) if the converted organization is a domestic organization,

when the certificate of conversion takes effect; and

(2) if the converted organization is a foreign organization, as

provided by the governing act of the converted organization.

Added by Laws 1997, c. 399, § 49, eff. Nov. 1, 1997. Amended by

Laws 2004, c. 255, § 58, eff. Nov. 1, 2004; Laws 2008, c. 253, § 35.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).

§54-1-904. Effect of conversion - Entity unchanged.

Effect of Conversion; Entity Unchanged.

(a) An organization that has been converted pursuant to this

article is for all purposes the same entity that existed before the

conversion.

(b) When a conversion takes effect:

(1) all property owned by the converting organization remains

vested in the converted organization;

(2) all debts, liabilities and other obligations of the

converting organization continue as obligations of the converted

organization;

(3) an action or proceeding pending against the converting

organization may be continued as if the conversion had not occurred;

(4) except as prohibited by other law, all of the rights,

privileges, immunities, powers, and purposes of the converting

organization remain vested in the converted organization;

(5) except as otherwise provided in the plan of conversion, the

terms and conditions of the plan of conversion take effect; and

(6) except as otherwise agreed, the conversion does not

dissolve a converting partnership for the purposes of Article 8.

consents to the jurisdiction of the courts of this state to enforce

any obligation owed by the converting partnership, if before the

conversion the converting partnership was subject to suit in this

state on the obligation. A converted organization that is a foreign

organization and not authorized to transact business in this state

appoints the Secretary of State as its agent for service of process

for purposes of enforcing an obligation under this subsection.

Added by Laws 1997, c. 399, § 50, eff. Nov. 1, 1997. Amended by

Laws 2004, c. 255, § 59, eff. Nov. 1, 2004; Laws 2008, c. 253, § 36.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

Oklahoma Statutes - Title 54. Partnership

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).

§54-1-905. Merger of Partnerships.

Merger of Partnerships. (a) Pursuant to a plan of merger

approved as provided in subsection (c) of this section, a

partnership may be merged with one or more partnerships or limited

partnerships.

(b) The plan of merger must set forth:

(1) the name of each partnership or limited partnership that is

a party to the merger;

(2) the name of the surviving entity into which the other

partnerships or limited partnerships will merge;

(3) whether the surviving entity is a partnership or a limited

partnership and the status of each partner;

(4) the terms and conditions of the merger;

(5) the manner and basis of converting the interests of each

party to the merger into interests or obligations of the surviving

entity, or into money or other property in whole or part; and

(6) the street address of the surviving entity's chief

executive office.

(1) in the case of a partnership that is a party to the merger,

by all of the partners, or a number or percentage specified for

merger in the partnership agreement; and

(2) in the case of a limited partnership that is a party to the

merger, by the vote required for approval of a merger by the law of

the state or foreign jurisdiction in which the limited partnership

is organized and, in the absence of such a specifically applicable

law, by all of the partners, notwithstanding a provision to the

contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger

takes effect, the plan may be amended or abandoned as provided in

the plan.

(e) The merger takes effect on the later of:

(1) the approval of the plan of merger by all parties to the

merger, as provided in subsection (c) of this section;

(2) the filing of all documents required by law to be filed as

a condition to the effectiveness of the merger; or

(3) any effective date specified in the plan of merger.

Added by Laws 1997, c. 399, § 51, eff. Nov. 1, 1997.

§54-1-906. Effect of Merger.

Effect of Merger. (a) When a merger takes effect:

(1) the separate existence of every partnership or limited

partnership that is a party to the merger, other than the surviving

entity, ceases;

Oklahoma Statutes - Title 54. Partnership

(2) all property owned by each of the merged partnerships or

limited partnerships vests in the surviving entity;

(3) all obligations of every partnership or limited partnership

that is a party to the merger become the obligations of the

surviving entity; and

(4) an action or proceeding pending against a partnership or

limited partnership that is a party to the merger may be continued

as if the merger had not occurred, or the surviving entity may be

substituted as a party to the action or proceeding.

(b) The Secretary of State of this state is the agent for

service of process in an action or proceeding against a surviving

foreign partnership or limited partnership to enforce an obligation

of a domestic partnership or limited partnership that is a party to

a merger. The surviving entity shall promptly notify the Secretary

of State of the mailing address of its chief executive office and of

any change of address. Upon receipt of process, the Secretary of

State shall mail a copy of the process to the surviving foreign

partnership or limited partnership.

partnership is liable for:

(1) all obligations of a party to the merger for which the

partner was personally liable before the merger;

(2) all other obligations of the surviving entity incurred

before the merger by a party to the merger, but those obligations

may be satisfied only out of property of the entity; and

(3) except as otherwise provided in Section 18 of this act, all

obligations of the surviving entity incurred after the merger takes

effect, but those obligations may be satisfied only out of property

of the entity if the partner is a limited partner.

(d) If the obligations incurred before the merger by a party to

the merger are not satisfied out of the property of the surviving

partnership or limited partnership, the general partners of that

party immediately before the effective date of the merger shall

contribute the amount necessary to satisfy that party's obligations

to the surviving entity, in the manner provided in Section 46 of

this act or in the Oklahoma Revised Uniform Limited Partnership Act,

Section 301 et seq. of Title 54 of the Oklahoma Statutes, of the

jurisdiction in which the party was formed, as the case may be, as

if the merged party were dissolved.

(e) A partner of a party to a merger who does not become a

partner of the surviving partnership or limited partnership is

dissociated from the entity, of which that partner was a partner, as

of the date the merger takes effect. The surviving entity shall

cause the partner's interest in the entity to be purchased under

Section 35 of this act or another statute specifically applicable to

that partner's interest with respect to a merger. The surviving

entity is bound under Section 36 of this act by an act of a general

Oklahoma Statutes - Title 54. Partnership

partner dissociated under this subsection, and the partner is liable

under Section 37 of this act for transactions entered into by the

surviving entity after the merger takes effect.

Added by Laws 1997, c. 399, § 52, eff. Nov. 1, 1997.

§54-1-907. Statement of Merger.

Statement of Merger. (a) After a merger, the surviving

partnership or limited partnership may file a statement with the

Secretary of State that one or more partnerships or limited

partnerships have merged into the surviving entity.

(b) A statement of merger must contain:

(1) the name of each partnership or limited partnership that is

a party to the merger;

(2) the name of the surviving entity into which the other

partnerships or limited partnership were merged;

(3) the street address of the surviving entity's chief

executive office and of an office in this State, if any;

(4) whether the surviving entity is a partnership or a limited

partnership; and

(5) a statement that the plan of merger was approved and

executed as required by law by each partnership or limited

partnership which is to merge, and of the effective date or time of

the merger if it is not to be effective upon the filing of the

certificate of merger.

section, for the purposes of Section 14 of this act, property of the

surviving partnership or limited partnership which before the merger

was held in the name of another party to the merger is property held

in the name of the surviving entity upon filing a statement of

merger.

(d) For the purposes of Section 14 of this act, real property

of the surviving partnership or limited partnership which before the

merger was held in the name of another party to the merger is

property held in the name of the surviving entity upon recording a

certified copy of the statement of merger in the office for

recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger,

executed and declared to be accurate pursuant to subsection (c) of

Section 6 of this act, stating the name of a partnership or limited

partnership that is a party to the merger in whose name property was

held before the merger and the name of the surviving entity, but not

containing all of the other information required by subsection (b)

of this section, operates with respect to the partnerships or

limited partnerships named to the extent provided in subsections (c)

and (d) of this section.

Added by Laws 1997, c. 399, § 53, eff. Nov. 1, 1997.

Oklahoma Statutes - Title 54. Partnership

§54-1-908. Nonexclusive.

Nonexclusive. This article is not exclusive. Partnerships or

limited partnerships may be converted or merged in any other manner

provided by law.

Added by Laws 1997, c. 399, § 54, eff. Nov. 1, 1997.

§54-1-909. Personal liability of partner of converting or

constituent partnership - Consent.

Personal liability of partner of converting or constituent

partnership; Consent.

(a) If a partner of a converting or constituent partnership

will have personal liability with respect to a converted or

surviving organization, approval and amendment of a plan of

conversion or merger are ineffective without the consent of the

partner, unless:

(1) the partnership agreement provides for the approval of the

conversion or merger with the consent of fewer than all the

partners; and

(2) the partner has consented to the provision of the

partnership agreement.

(b) A cancellation of a statement of qualification of a

partnership as a limited liability partnership is ineffective

without the consent of each general partner unless:

(1) the partnership agreement provides for the amendment with

the consent of less than all the partners; and

(2) each partner that does not consent to the amendment has

consented to the provision of the partnership agreement.

(a) or (b) of this section merely by consenting to a provision of

the partnership agreement that permits the partnership agreement to

be amended with the consent of fewer than all the partners.

Added by Laws 2004, c. 255, § 60, eff. Nov. 1, 2004.

§54-1-1001. Nature and purpose - Statement of qualification.

Nature and Purpose; Statement of Qualification.

(a) A limited liability partnership is a partnership under the

laws of this state and may engage in any business in this state in

which a partnership may engage including, but not limited to, the

rendering of professional services as defined in paragraph 6 of

subsection A of Section 803 of Title 18 of the Oklahoma Statutes or

the rendering of related professional services as defined in

paragraph 7 of subsection A of Section 803 of Title 18 of the

Oklahoma Statutes.

(b) A partnership may become a limited liability partnership

pursuant to this section.

limited liability partnership must be approved by the vote necessary

Oklahoma Statutes - Title 54. Partnership

to amend the partnership agreement except, in the case of a

partnership agreement that expressly considers obligations to

contribute to the partnership, by the vote necessary to amend those

provisions.

(d) After the approval required by subsection (c) of this

section, a partnership may become a limited liability partnership by

filing a statement of qualification with the Secretary of State.

The statement must contain:

(1) the name of the partnership;

(2) the street address of the partnership's chief executive

office and, if different, the street address of an office of the

partnership in this state, if any;

(3) if the partnership does not have an office in this state,

the name and street address of the partnership's agent for service

of process;

(4) a statement that the partnership elects to be a limited

liability partnership; and

(5) a deferred effective date, if any.

(e) The agent of a limited liability partnership for service of

process must be an individual resident of this state, a domestic

corporation, limited liability company, limited partnership, or

limited liability partnership; or a foreign corporation, limited

liability company, limited partnership, or limited liability

partnership having a place of business and authorized to do business

in this state.

(f) The status of a partnership as a limited liability

partnership is effective on the later of the filing of the statement

or a date specified in the statement. The status remains effective,

regardless of changes in the partnership, until it is canceled

pursuant to subsection (d) of Section 1-105 of this title. A

statement of dissolution filed under Section 1-805 of this title

effects a cancellation upon completion of the partnership’s winding

up. For purposes of this subsection (f) of this section only, the

winding up is presumed to be complete on the first anniversary of

the filing of the statement of dissolution, which may be rebutted by

the prior filing of a statement indicating that the partnership is

continuing.

(g) The status of a partnership as a limited liability

partnership and the liability of its partners is not affected by

errors or later changes in the information required to be contained

in the statement of qualification under subsection (c) of this

section.

(h) The filing of a statement of qualification establishes that

a partnership has satisfied all conditions precedent to the

qualification of the partnership as a limited liability partnership.

Oklahoma Statutes - Title 54. Partnership

(i) An amendment or cancellation of a statement of

qualification is effective when it is filed or on a deferred

effective date specified in the amendment or cancellation.

Added by Laws 1997, c. 399, § 55, eff. Nov. 1, 1997. Amended by

Laws 2008, c. 253, § 37.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).

§54-1-1002. Name.

Name. The name of a limited liability partnership must end with

"Registered Limited Liability Partnership", "Limited Liability

Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".

Added by Laws 1997, c. 399, § 56, eff. Nov. 1, 1997.

§54-1-1101. Law Governing Foreign Limited Liability Partnership.

Law Governing Foreign Limited Liability Partnership. (a) The

law under which a foreign limited liability partnership is formed

governs relations among the partners and between the partners and

the partnership and the liability of partners for obligations of the

partnership.

(b) A foreign limited liability partnership may not be denied a

statement of foreign qualification by reason of any difference

between the law under which the partnership was formed and the law

of this state.

foreign limited liability partnership to engage in any business or

exercise any power that a partnership may not engage in or exercise

in this state as a limited liability partnership.

Added by Laws 1997, c. 399, § 57, eff. Nov. 1, 1997.

§54-1-1102. Statement Of Foreign Qualification.

Statement Of Foreign Qualification. (a) Before transacting

business in this state, a foreign limited liability partnership must

file a statement of foreign qualification. The statement must

contain:

(1) the name of the foreign limited liability partnership which

satisfies the requirements of the state or other jurisdiction under

whose law it is formed and, if different from the legal name of the

partnership, the name under which the partnership will conduct

business ending with "Registered Limited Liability Partnership",

"Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or

"LLP";

(2) the street address of the partnership's chief executive

office and, if different, the street address of an office of the

partnership in this state, if any;

Oklahoma Statutes - Title 54. Partnership

(3) if there is no office of the partnership in this state, the

name and street address of the partnership's agent for service of

process; and

(4) a deferred effective date, if any.

(b) The agent of a foreign limited liability company for

service of process must be an individual who is a resident of this

state or other person authorized to do business in this state.

partnership is effective on the later of the filing of the statement

of foreign qualification or a date specified in the statement. The

status remains effective, regardless of changes in the partnership,

until it is canceled pursuant to subsection (d) of Section 6 of this

act.

(d) An amendment or cancellation of a statement of foreign

qualification is effective when it is filed or on a deferred

effective date specified in the amendment or cancellation.

Added by Laws 1997, c. 399, § 58, eff. Nov. 1, 1997.

§54-1-1103. Effect Of Failure To Qualify.

Effect Of Failure To Qualify. (a) A foreign limited liability

partnership transacting business in this state may not maintain an

action or proceeding in this state unless it has in effect a

statement of foreign qualification.

(b) The failure of a foreign limited liability partnership to

have in effect a statement of foreign qualification does not impair

the validity of a contract or act of the foreign limited liability

partnership or preclude it from defending an action or proceeding in

this state.

waived solely by transacting business in this state without a

statement of foreign qualification.

(d) If a foreign limited liability partnership transacts

business in this state without a statement of foreign qualification,

the Secretary of State is its agent for service of process with

respect to a right of action arising out of the transaction of

business in this state.

Added by Laws 1997, c. 399, § 59, eff. Nov. 1, 1997.

§54-1-1104. Activities Not Constituting Transacting Business.

Activities Not Constituting Transacting Business. (a)

Activities of a foreign limited liability partnership which do not

constitute transacting business for the purpose of this article

include:

(1) maintaining, defending, or settling an action or

proceeding;

(2) holding meetings of its partners or carrying on any other

activity concerning its internal affairs;

Oklahoma Statutes - Title 54. Partnership

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange,

and registration of the partnership's own securities or maintaining

trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through

employees or agents or otherwise, if the orders require acceptance

outside this state before they become contracts;

(7) creating or acquiring indebtedness, with or without a

mortgage, or other security interest in property;

(8) collecting debts or foreclosing mortgages or other security

interests in property securing the debts, and holding, protecting,

and maintaining property so acquired;

(9) conducting an isolated transaction that is completed within

thirty (30) days and is not one in the course of similar

transactions; and

(10) transacting business in interstate commerce.

(b) For purposes of this article, the ownership in this state

of income-producing real property or tangible personal property,

other than property excluded under subsection (a) of this section,

constitutes transacting business in this state.

activities that may subject a foreign limited liability partnership

to service of process, taxation, or regulation under any other law

of this state.

Added by Laws 1997, c. 399, § 60, eff. Nov. 1, 1997.

§54-1-1105. Action By Attorney General.

Action By Attorney General. The Attorney General may maintain

an action to restrain a foreign limited liability partnership from

transacting business in this state in violation of this article.

Added by Laws 1997, c. 399, § 61, eff. Nov. 1, 1997.

§54-1-1201. Uniformity of Application and Construction.

Uniformity of Application and Construction. This act shall be

applied and construed to effectuate its general purpose to make

uniform the law with respect to the subject of this act among states

enacting it.

Added by Laws 1997, c. 399, § 62 eff. Nov. 1, 1997.

§54-1-1206. Applicability.

Applicability. (a) Before November 1, 1998, the Oklahoma

Revised Uniform Partnership Act governs only:

(1) a partnership or limited liability partnership formed on or

after November 1, 1997, unless that partnership or limited liability

partnership is continuing the business of a dissolved partnership or

limited liability partnership; and

Oklahoma Statutes - Title 54. Partnership

(2) a partnership or limited liability partnership formed

before November 1, 1997, that elects, as provided by subsection (c)

of this section, to be governed by the Oklahoma Revised Uniform

Partnership Act.

(b) On and after November 1, 1998, the Oklahoma Revised Uniform

Partnership Act governs all partnerships and limited liability

partnerships.

partnership voluntarily may elect, in the manner provided in its

partnership agreement or by law for amending the partnership

agreement, to be governed by the Oklahoma Revised Uniform

Partnership Act. The provisions of the Oklahoma Revised Uniform

Partnership Act relating to the liability of the partnership's

partners to third parties apply to limit those partners' liability

to a third party who had done business with the partnership or

limited liability partnership within one (1) year preceding the

election to be governed by the Oklahoma Revised Uniform Partnership

Act only if the third party knows or has received a notification of

the election to be governed by the Oklahoma Revised Uniform

Partnership Act.

(d) Before November 1, 1998, a partnership or limited liability

partnership continues to be governed by the law in effect prior to

November 1, 1997.

Added by Laws 1997, c. 399, § 63, eff. Nov. 1, 1997. Amended by

Laws 1998, c. 422, § 29, eff. Nov. 1, 1998.

§54-1-1207. Savings Clause.

Savings Clause.

This act does not affect an action or

proceeding commenced or right accrued before this act takes effect.

Added by Laws 1997, c. 399, § 64, eff. Nov. 1, 1997.

Frequently Asked Questions About Oklahoma § 54-1

What does Oklahoma Statutes § 54-1 cover?

Section 54-1 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.

How do I cite Oklahoma § 54-1?

A common citation format is "Oklahoma Statutes § 54-1" (Oklahoma). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Oklahoma law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Oklahoma official source linked on this page or consult a licensed Oklahoma attorney.

How does Oklahoma § 54-1 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Oklahoma can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Official text of § 54-1 at the Oklahoma source

Not legal advice. Verify against the official source and consult a licensed attorney in Oklahoma.

Oklahoma § 54-1

§ 54-1.

Related Oklahoma Legal Topics

Frequently Asked Questions About Oklahoma § 54-1

What does Oklahoma Statutes § 54-1 cover?

How do I cite Oklahoma § 54-1?

Is this the official text of Oklahoma law?

How does Oklahoma § 54-1 apply to my situation?

Sources & Verification