Oklahoma Statutes
Title 54. Partnership
§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:
(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:
(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.
(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).

Structure Oklahoma Statutes

Oklahoma Statutes

Title 54. Partnership

§54-1-100. Short title.

§54-1-101. Definitions.

§54-1-102. Knowledge and Notice.

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

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

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

§54-1-106. Governing Law.

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

§54-1-201. Partnership as entity.

§54-1-202. Formation of Partnership.

§54-1-203. Partnership Property.

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

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

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

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

§54-1-304. Statement of Denial.

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

§54-1-306. Partner's liability.

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

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

§54-1-309. Security for Payment of Claims.

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

§54-1-402. Distributions in Kind.

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

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

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

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

§54-1-501. Partner not Co-owner of Partnership Property.

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

§54-1-503. Transfer of Partner's Transferable Interest.

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

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

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

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

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

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

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

§54-1-704. Statement of Dissociation.

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

§54-1-801. Events Causing Dissolution and Winding Up of Partnership Business.

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

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

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

§54-1-805. Statement of Dissolution.

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

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

§54-1-901. Definitions.

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

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

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

§54-1-905. Merger of Partnerships.

§54-1-906. Effect of Merger.

§54-1-907. Statement of Merger.

§54-1-908. Nonexclusive.

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

§54-1-1001. Nature and purpose - Statement of qualification.

§54-1-1002. Name.

§54-1-1101. Law Governing Foreign Limited Liability Partnership.

§54-1-1102. Statement Of Foreign Qualification.

§54-1-1103. Effect Of Failure To Qualify.

§54-1-1104. Activities Not Constituting Transacting Business.

§54-1-1105. Action By Attorney General.

§54-1-1201. Uniformity of Application and Construction.

§54-1-1206. Applicability.

§54-1-1207. Savings Clause.

§54-81. Certificate where fictitious name used - Filing - Exemption.

§54-83. Execution of certificate - Acknowledgment - Effect of noncompliance - Compliance at any time.

§54-84. Amended certificate to be filed, when.

§54-84.1. Certificate of cancellation of fictitious name.

§54-500-101A. Short title.

§54-500-102A. Definitions.

§54-500-103A. Knowledge and notice.

§54-500-104A. Nature, purpose, and duration of entity.

§54-500-105A. Powers.

§54-500-106A. Governing law.

§54-500-107A. Supplemental principles of law - Rate of interest.

§54-500-108A. Name.

§54-500-109A. Reservation of name.

§54-500-110A. Effect of partnership agreement - Nonwaivable provision.

§54-500-111A. Required information.

§54-500-112A. Business transactions of partner with partnership.

§54-500-113A. Dual capacity.

§54-500-114A. Office and agent for service of process.

§54-500-115A. Change of designated office or agent for service of process.

§54-500-116A. Resignation of agent for service of process.

§54-500-117A. Service of process.

§54-500-118A. Consent and proxies of partners.

§54-500-201A. Formation of limited partnership - Certificate of limited partnership.

§54-500-202A. Amendment or restatement of certificate.

§54-500-203A. Statement of cessation.

§54-500-204A. Signing of records.

§54-500-205A. Signing and filing pursuant to judicial order.

§54-500-206A. Delivery to and filing of records by Secretary of State - Effective time and date - Fees.

§54-500-207A. Correcting filed record.

§54-500-208A. Liability for false information in filed record.

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

§54-500-210A. Annual certificate for Secretary of State.

§54-500-301A. Becoming limited partner.

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

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

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

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

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

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

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

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

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

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

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

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

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

§54-500-501A. Form of contribution.

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

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

§54-500-504A. Interim distributions.

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

§54-500-506A. Distribution in kind.

§54-500-507A. Right to distribution.

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

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

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

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

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

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

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

§54-500-606A. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

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

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

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

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

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

§54-500-801A. Nonjudicial dissolution.

§54-500-802A. Judicial dissolution.

§54-500-803A. Winding up.

§54-500-804A. Power of general partner and person dissociated as general partner to bind partnership after dissolution.

§54-500-805A. Liability after dissolution of general partner and person dissociated as general partner to limited partnership - Other general partners - Persons dissociated as general partner.

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

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

§54-500-808A. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

§54-500-809A. Cessation of good standing.

§54-500-810A. Reinstatement after cessation of good standing.

§54-500-811A. Appeal from denial of reinstatement.

§54-500-812A. Disposition of assets - When contributions required.

§54-500-901A. Governing law.

§54-500-902A. Application for certificate of authority.

§54-500-903A. Activities not constituting transacting business.

§54-500-904A. Filing of certificate of authority.

§54-500-905A. Noncomplying name of foreign limited partnership.

§54-500-906A. Revocation of certificate of authority.

§54-500-907A. Cancellation of certificate of authority - Effect of failure to have certificate.

§54-500-908A. Action by Attorney General.

§54-500-1001A. Direct action by partner.

§54-500-1002A. Derivative action.

§54-500-1003A. Proper plaintiff.

§54-500-1004A. Pleading.

§54-500-1005A. Proceeds and expenses.

§54-500-1101A. Definitions.

§54-500-1102A. Conversion.

§54-500-1103A. Action on plan of conversion by converting limited partnership.

§54-500-1104A. Filings required for conversion - Effective date.

§54-500-1105A. Effect of conversion.

§54-500-1106A. Merger.

§54-500-1107A. Action on plan of merger by constituent limited partnership.

§54-500-1108A. Filings required for merger - Effective date.

§54-500-1109A. Effect of merger.

§54-500-1110A. Restrictions on approval of conversions and mergers and on relinquishing LLP Status.

§54-500-1111A. Liability of general partner after conversion or merger.

§54-500-1112A. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

§54-500-1113A. Article not exclusive.

§54-500-1201A. Uniformity of application and construction.

§54-500-1202A. Relation to electronic signatures in Global and National Commerce Act.

§54-500-1203A. Application to existing relationships.

§54-500-1207A. Savings clause.