Title 54, Title 54 — Partnership
0 chapters · 173 sections in this title.
54 O.S. § 1-802 Partnership Continues After Dissolution
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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…
54 O.S. § 1-803 Right to Wind Up Partnership Business
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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 caus…
54 O.S. § 1-804 Partner's Power to Bind Partnership After Dissolution
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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…
54 O.S. § 1-805 Statement of Dissolution
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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…
54 O.S. § 1-806 Partner's Liability to Other Partners After Dissolution
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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 …
54 O.S. § 1-807 Settlement of Accounts and Contributions Among Partners
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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 e…
54 O.S. § 1-901 Definitions
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Definitions. 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 organiza…
54 O.S. § 1-902 Conversion of organization other than partnership to
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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 …
54 O.S. § 1-903 Filings Required for Conversion - Effective Date
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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 w…
54 O.S. § 1-904 Effect of conversion - Entity unchanged
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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 v…
54 O.S. § 1-905 Merger of Partnerships
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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 p…
54 O.S. § 1-906 Effect of Merger
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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; (2) all property owned by each of the merged partnerships or limited partnerships vests…
54 O.S. § 1-907 Statement of Merger
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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 …
54 O.S. § 1-908 Nonexclusive
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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 O.S. § 1-909 Personal liability of partner of converting or
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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 amendme…
54 O.S. § 500-1001A Direct action by partner
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DIRECT ACTION BY PARTNER. (a) Subject to subsection (b) of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the right…
54 O.S. § 500-1002A Derivative action
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DERIVATIVE ACTION. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general …
54 O.S. § 500-1003A Proper plaintiff
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PROPER PLAINTIFF. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved upon the person by operation o…
54 O.S. § 500-1004A Pleading
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PLEADING. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the general partners’ response to the demand; or (2) why demand should be excused as futile. Added by Laws 2010, c. 384, § 86, eff. Jan. 1, 2011.
54 O.S. § 500-1005A Proceeds and expenses
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PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (2) if the …
54 O.S. § 500-101A Short title
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SHORT TITLE. This act shall be known and may be cited as the “Uniform Limited Partnership Act of 2010”. Added by Laws 2010, c. 384, § 1, eff. Jan. 1, 2011.
54 O.S. § 500-102A Definitions
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DEFINITIONS. In the Uniform Limited Partnership Act of 2010: (1) “Certificate of limited partnership” means the certificate required by Section 19 of this act. The term includes the certificate as amended or restated. (2) “Contribution”, except in the phrase “right of contributio…
54 O.S. § 500-103A Knowledge and notice
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KNOWLEDGE AND NOTICE. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; (3) has reason to know it exists from all of the facts known to the person at the tim…
54 O.S. § 500-104A Nature, purpose, and duration of entity
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NATURE, PURPOSE, AND DURATION OF ENTITY. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited…
54 O.S. § 500-105A Powers
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POWERS. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of …
54 O.S. § 500-106A Governing law
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GOVERNING LAW. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. Added by Laws 2010, c. 384, § 6, eff. Ja…
54 O.S. § 500-107A Supplemental principles of law - Rate of interest
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SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST. (a) Unless displaced by particular provisions of the Uniform Limited Partnership Act of 2010, the principles of law and equity supplement the Uniform Limited Partnership Act of 2010. (b) If an obligation to pay interest arises und…
54 O.S. § 500-108A Name
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NAME. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phra…
54 O.S. § 500-109A Reservation of name
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RESERVATION OF NAME. (a) The exclusive right to the use of a name that complies with Section 8 of this act may be reserved by: (1) a person intending to organize a limited partnership under the Uniform Limited Partnership Act of 2010 and to adopt the name; (2) a limited partnersh…
54 O.S. § 500-1101A Definitions
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DEFINITIONS. In this article: (1) “Constituent limited partnership” means a constituent organization that is a limited partnership; (2) “Constituent organization” means an organization that is party to a merger; (3) “Converted organization” means the organization into which a con…
54 O.S. § 500-1102A Conversion
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CONVERSION. (a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and Sections 90 through 92 of this act and a plan of conversion, if: (1) the other organiz…
54 O.S. § 500-1103A Action on plan of conversion by converting limited
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partnership. ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP. (a) Subject to Section 97 of this act and unless the limited partnership’s partnership agreement otherwise provides, a plan of conversion must be consented to by all the partners of a converting limited …
54 O.S. § 500-1104A Filings required for conversion - Effective date
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FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. (a) After a plan of conversion is approved: (1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include: (A) a statement that the limited partnership has been c…
54 O.S. § 500-1105A Effect of conversion
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EFFECT OF CONVERSION. (a) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting organization remains vested in the conve…
54 O.S. § 500-1106A Merger
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MERGER. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 94 through 96 of this act and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merge…
54 O.S. § 500-1107A Action on plan of merger by constituent limited
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partnership. ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP. (a) Subject to Section 97 of this act and unless a limited partnership’s partnership agreement otherwise provides, a plan of merger must be consented to by all the partners of a constituent limited partners…
54 O.S. § 500-1108A Filings required for merger - Effective date
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FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnersh…
54 O.S. § 500-1109A Effect of merger
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EFFECT OF MERGER. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent …
54 O.S. § 500-110A Effect of partnership agreement - Nonwaivable
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provision. EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISION. (a) Except as otherwise provided in subsection (b) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreem…
54 O.S. § 500-1110A Restrictions on approval of conversions and mergers
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and on relinquishing LLP Status. RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval …
54 O.S. § 500-1111A Liability of general partner after conversion or
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merger. LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER. (a) A conversion or merger under this article does not discharge any liability under Sections 38 and 58 of this act of a person that was a general partner in or dissociated as a general partner from a converting or …
54 O.S. § 500-1112A Power of general partners and persons dissociated as
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general partners to bind organization after conversion or merger. POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER. (a) An act of a person that immediately before a conversion or merger became effective was a ge…
54 O.S. § 500-1113A Article not exclusive
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ARTICLE NOT EXCLUSIVE. This article does not preclude an entity from being converted or merged under other law. Added by Laws 2010, c. 384, § 100, eff. Jan. 1, 2011.
54 O.S. § 500-111A Required information
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REQUIRED INFORMATION. A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last-known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, a…
54 O.S. § 500-112A Business transactions of partner with partnership
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BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. Added by Laws 2010, c. …
54 O.S. § 500-113A Dual capacity
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DUAL CAPACITY. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by the Uniform Limited Partnership Act of 2010 and the partnership agreement in each of those …
54 O.S. § 500-114A Office and agent for service of process
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OFFICE AND AGENT FOR SERVICE OF PROCESS. (a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. (b) A foreign limited partnership shall des…
54 O.S. § 500-115A Change of designated office or agent for service of
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process. CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS. (a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the Secretar…
54 O.S. § 500-116A Resignation of agent for service of process
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RESIGNATION OF AGENT FOR SERVICE OF PROCESS. (a) In order to resign as an agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the Secretary of State for filing a statement of resignation containing the name of the limite…
54 O.S. § 500-117A Service of process
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SERVICE OF PROCESS. (a) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served …