Title 54, Title 54 — Partnership
0 chapters · 173 sections in this title.
54 O.S. § 500-118A Consent and proxies of partners
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CONSENT AND PROXIES OF PARTNERS. Action requiring the consent of partners under the Uniform Limited Partnership Act of 2010 may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either perso…
54 O.S. § 500-1201A Uniformity of application and construction
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UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Partnership Act of 2010, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. Added by Laws 2010, c. 384, …
54 O.S. § 500-1202A Relation to electronic signatures in Global and
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National Commerce Act. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Partnership Act of 2010 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but th…
54 O.S. § 500-1203A Application to existing relationships
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APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2011, the Uniform Limited Partnership Act of 2010 governs only: (1) a limited partnership formed on or after January 1, 2011; and (2) except as otherwise provided in subsections (c) and (d) of this section, a limited partn…
54 O.S. § 500-1207A Savings clause
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SAVINGS CLAUSE. The Uniform Limited Partnership Act of 2010 does not affect an action commenced, proceeding brought, or right accrued before the Uniform Limited Partnership Act of 2010 takes effect. Added by Laws 2010, c. 384, § 104, eff. Jan. 1, 2011.
54 O.S. § 500-201A Formation of limited partnership - Certificate of
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limited partnership. FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP. (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the name of…
54 O.S. § 500-202A Amendment or restatement of certificate
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AMENDMENT OR RESTATEMENT OF CERTIFICATE. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to Article 11 of this act, articles of merger stating: (1) the name of the limi…
54 O.S. § 500-203A Statement of cessation
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STATEMENT OF CESSATION. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of cessation that states: (1) the name of the limited partnership; (2) the date of filing of its initial certificate of limited partn…
54 O.S. § 500-204A Signing of records
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SIGNING OF RECORDS. (a) Each record delivered to the Secretary of State for filing pursuant to the Uniform Limited Partnership Act of 2010 must be signed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners listed in th…
54 O.S. § 500-205A Signing and filing pursuant to judicial order
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SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. (a) If a person required by the Uniform Limited Partnership Act of 2010 to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the district court to o…
54 O.S. § 500-206A Delivery to and filing of records by Secretary of
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State - Effective time and date - Fees. DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE; EFFECTIVE TIME AND DATE; FEES. (a) A record authorized or required to be delivered to the Secretary of State for filing under the Uniform Limited Partnership Act of 2010 must be capti…
54 O.S. § 500-207A Correcting filed record
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CORRECTING FILED RECORD. (a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of Stat…
54 O.S. § 500-208A Liability for false information in filed record
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LIABILITY FOR FALSE INFORMATION IN FILED RECORD. (a) If a record delivered to the Secretary of State for filing under the Uniform Limited Partnership Act of 2010 and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the informat…
54 O.S. § 500-209A Certificate of good standing
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CERTIFICATE OF GOOD STANDING. (a) If the conditions set forth in this subsection are met, upon request and payment of the requisite fee, the Secretary of State shall issue a certificate of good standing for a limited partnership stating the limited partnership’s name and the date…
54 O.S. § 500-210A Annual certificate for Secretary of State
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ANNUAL CERTIFICATE FOR SECRETARY OF STATE. (a) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Secretary of State for filing an annual certificate that states: (1) the name of the limited partnership or for…
54 O.S. § 500-301A Becoming limited partner
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BECOMING LIMITED PARTNER. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under Article 11 of this act; or (3) with the consent of all the partners. Added by Laws 2010, c. 384, § 29, eff. Jan. 1, 2011.…
54 O.S. § 500-302A No right or power as limited partner to bind limited
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partnership. NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED PARTNERSHIP. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. Added by Laws 2010, c. 384, § 30, eff. Jan. 1, 2011.
54 O.S. § 500-303A No liability as limited partner for limited
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partnership obligations. NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly …
54 O.S. § 500-304A Right of limited partner and former limited partner
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to information. RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO INFORMATION. (a) On ten (10) days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partner…
54 O.S. § 500-305A Limited duties of limited partners
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LIMITED DUTIES OF LIMITED PARTNERS. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partnership and the other partners un…
54 O.S. § 500-306A Person erroneously believing self to be limited
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partner. PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER. (a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner…
54 O.S. § 500-401A Becoming general partner
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BECOMING GENERAL PARTNER. A person becomes a general partner: (1) as provided in the partnership agreement: (2) under subparagraph (B) of paragraph (3) of Section 63 of this act following the dissociation of a limited partnership’s last general partner; (3) as the result of a con…
54 O.S. § 500-402A General partner agent of limited partnership
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GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary c…
54 O.S. § 500-403A Limited partnership liable for general partner's
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actionable conduct. LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER’S ACTIONABLE CONDUCT. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general part…
54 O.S. § 500-404A General partner's liability
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GENERAL PARTNER’S LIABILITY. (a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person …
54 O.S. § 500-405A Actions by and against partnership and partners
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ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) To the extent not inconsistent with Section 38 of this act, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itse…
54 O.S. § 500-406A Management rights of general partner
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MANAGEMENT RIGHTS OF GENERAL PARTNER. (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in the Uniform Limited Partnership Act of 2010, any matter relating to the activities of the limited…
54 O.S. § 500-407A Right of general partner and former general partner
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to information. RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO INFORMATION. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership’s designated office, re…
54 O.S. § 500-408A General standards of general partner's conduct
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GENERAL STANDARDS OF GENERAL PARTNER’S CONDUCT. (a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c) of this section. (b) A general partner’s duty of loyalty to …
54 O.S. § 500-501A Form of contribution
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FORM OF CONTRIBUTION. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be p…
54 O.S. § 500-502A Liability for contribution
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LIABILITY FOR CONTRIBUTION. (a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability, or other inability to perform personally. (b) If a partner does n…
54 O.S. § 500-503A Sharing of distributions
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SHARING OF DISTRIBUTIONS. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has receive…
54 O.S. § 500-504A Interim distributions
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INTERIM DISTRIBUTIONS. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. Added by Laws 2010, c. 384, § 46, eff. Jan. 1, 2011.
54 O.S. § 500-505A No distribution on account of dissociation
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NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION. A person does not have a right to receive a distribution on account of dissociation. Added by Laws 2010, c. 384, § 47, eff. Jan. 1, 2011.
54 O.S. § 500-506A Distribution in kind
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DISTRIBUTION IN KIND. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subsection (b) of Section 74 of this act, a limited partnership may distribute an asset in kind to the extent each partne…
54 O.S. § 500-507A Right to distribution
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RIGHT TO DISTRIBUTION. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited …
54 O.S. § 500-508A Limitations on distribution
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LIMITATIONS ON DISTRIBUTION. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they be…
54 O.S. § 500-509A Liability for improper distributions
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LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) A general partner that consents to a distribution made in violation of Section 50 of this act is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed wit…
54 O.S. § 500-601A Dissociation as limited partner
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DISSOCIATION AS LIMITED PARTNER. (a) A person does not have a right to dissociate as a limited partner before the cessation of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: …
54 O.S. § 500-602A Effect of dissociation as limited partner
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EFFECT OF DISSOCIATION AS LIMITED PARTNER. (a) Upon a person’s dissociation as a limited partner: (1) subject to Section 62 of this act, the person does not have further rights as a limited partner; (2) the person’s obligation of good faith and fair dealing as a limited partner u…
54 O.S. § 500-603A Dissociation as general partner
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DISSOCIATION AS GENERAL PARTNER. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later dat…
54 O.S. § 500-604A Person's power to dissociate as general partner -
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Wrongful dissociation. PERSON’S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 54 of this act. (b) A person’s …
54 O.S. § 500-605A Effect of dissociation as general partner
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EFFECT OF DISSOCIATION AS GENERAL PARTNER. (a) Upon a person’s dissociation as a general partner: (1) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates; (2) the person’s duty of loyalty as a general par…
54 O.S. § 500-606A Power to bind and liability to limited partnership
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before dissolution of partnership of person dissociated as general partner. POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) After a person is dissociated as a general partner and before the limited…
54 O.S. § 500-607A Liability to other persons of person dissociated as
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general partner. LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociatio…
54 O.S. § 500-701A Partner's transferable interest
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PARTNER’S TRANSFERABLE INTEREST. The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. Added by Laws 2010, c. 384, § 59, eff. Jan. 1, 2011.
54 O.S. § 500-702A Transfer of partner's transferable interest
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TRANSFER OF PARTNER’S TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and (3) doe…
54 O.S. § 500-703A Rights of creditor of partner or transferee
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RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE. (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment w…
54 O.S. § 500-704A Power of estate of deceased partner
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POWER OF ESTATE OF DECEASED PARTNER. If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in Section 60 of this act and, for the purposes of settling the estate, may exercise the rights…
54 O.S. § 500-801A Nonjudicial dissolution
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NONJUDICIAL DISSOLUTION. Except as otherwise provided in Section 64 of this act, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the partnership agreement; (2) th…