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.
(c) (1) A limited liability partnership or foreign limited 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 six-month 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:
(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 (c) of this section or the amount of such security may be revealed 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.
Structure Oklahoma Statutes
§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.
§54-1-107. 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.
§54-1-903. Filings Required for Conversion - Effective Date.
§54-1-904. Effect of conversion - Entity unchanged.
§54-1-905. Merger of Partnerships.
§54-1-907. Statement of Merger.
§54-1-909. Personal liability of partner of converting or constituent partnership - Consent.
§54-1-1001. Nature and purpose - Statement of qualification.
§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.
§54-81. Certificate where fictitious name used - Filing - Exemption.
§54-84. Amended certificate to be filed, when.
§54-84.1. Certificate of cancellation of fictitious name.
§54-500-103A. Knowledge and notice.
§54-500-104A. Nature, purpose, and duration of entity.
§54-500-107A. Supplemental principles of law - Rate of interest.
§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.
§54-500-114A. 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.
§54-500-207A. 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.
§54-500-607A. 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.
§54-500-806A. Known claims against dissolved limited partnership.
§54-500-807A. Other claims against dissolved limited partnership.
§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.
§54-500-902A. 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.
§54-500-1005A. Proceeds and expenses.
§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.
§54-500-1107A. 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.
§54-500-1113A. Article not exclusive.
§54-500-1201A. Uniformity of application and construction.
§54-500-1202A. Relation to electronic signatures in Global and National Commerce Act.