Title 54, Title 54 — Partnership
0 chapters · 173 sections in this title.
54 O.S. § 500-802A Judicial dissolution
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JUDICIAL DISSOLUTION. On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. Added by Laws 2010, c. 384, …
54 O.S. § 500-803A Winding up
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WINDING UP. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved,…
54 O.S. § 500-804A Power of general partner and person dissociated as
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general partner to bind partnership after dissolution. POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding u…
54 O.S. § 500-805A Liability after dissolution of general partner and
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person dissociated as general partner to limited partnership - Other general partners - Persons dissociated as general partner. LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DIS…
54 O.S. § 500-806A Known claims against dissolved limited partnership
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KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b) of this section. (b) A dissolved limited partnership may notify its known claimants of the dis…
54 O.S. § 500-807A Other claims against dissolved limited partnership
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OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice must: (1) be published at …
54 O.S. § 500-808A Liability of general partner and person dissociated
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as general partner when claim against limited partnership barred. LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. If a claim against a dissolved limited partnership is barred under Section 68 or 69 of this act,…
54 O.S. § 500-809A Cessation of good standing
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CESSATION OF GOOD STANDING. (a) A limited partnership ceases to be in good standing if it does not, within sixty (60) days after the due date: (1) pay any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law; or (2) del…
54 O.S. § 500-810A Reinstatement after cessation of good standing
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REINSTATEMENT AFTER CESSATION OF GOOD STANDING. (a) A limited partnership that has ceased to be in good standing may apply to the Secretary of State for reinstatement after the date it ceased to be in good standing. The application must be delivered to the Secretary of State for …
54 O.S. § 500-811A Appeal from denial of reinstatement
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APPEAL FROM DENIAL OF REINSTATEMENT. (a) Within thirty (30) days after denial of its application for reinstatement, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to restore its good standing. The petition must be served on t…
54 O.S. § 500-812A Disposition of assets - When contributions required
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DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED. (a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, in…
54 O.S. § 500-901A Governing law
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GOVERNING LAW. (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners …
54 O.S. § 500-902A Application for certificate of authority
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APPLICATION FOR CERTIFICATE OF AUTHORITY. (a) A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must state: (1) the name of the foreign limit…
54 O.S. § 500-903A Activities not constituting transacting business
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ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include: (1) maintaining, defending, and settling an action or proceeding; (2) holding m…
54 O.S. § 500-904A Filing of certificate of authority
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FILING OF CERTIFICATE OF AUTHORITY. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Partnership Act of 2010, the Secretary of State, upon payment of all filing fees, sh…
54 O.S. § 500-905A Noncomplying name of foreign limited partnership
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NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP. (a) A foreign limited partnership whose name does not comply with Section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, a fictitious name that compl…
54 O.S. § 500-906A Revocation of certificate of authority
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REVOCATION OF CERTIFICATE OF AUTHORITY. The Secretary of State shall revoke a certificate of authority of a foreign limited partnership to transact business in this state if the foreign limited partnership does not: (1) pay, within sixty (60) days after the due date, any fee due …
54 O.S. § 500-907A Cancellation of certificate of authority - Effect of
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failure to have certificate. CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE. (a) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Secretary of State for filing a …
54 O.S. § 500-908A Action by Attorney General
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ACTION BY ATTORNEY GENERAL. The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article. Added by Laws 2010, c. 384, § 82, eff. Jan. 1, 2011.
54 O.S. § 81 Certificate where fictitious name used - Filing -
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Exemption. A. Except as otherwise provided by law, every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as partners in the business, must file for recording with the Secretary of State, a ce…
54 O.S. § 83 Execution of certificate - Acknowledgment - Effect of
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noncompliance - Compliance at any time. The certificate required by Section 81 of this title shall be signed by at least two of the partners. Persons doing business as partners, under a fictitious name, contrary to the provisions of this article, shall not maintain any action on …
54 O.S. § 84 Amended certificate to be filed, when
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On every change in the members of a partnership transacting business in this state under a fictitious name, or designation which does not show the names of the persons interested as partners in the business, an amended certificate must be filed with the Secretary of State, statin…
54 O.S. § 84.1 Certificate of cancellation of fictitious name
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Whenever a partnership ceases to transact business in this state under a fictitious name, it shall file a certificate of cancellation of the fictitious name with the Secretary of State, signed by at least two partners, and setting forth the names in full of all of the current mem…