Oklahoma Statutes
Title 54. Partnership
§54-1-907. Statement of Merger.

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 name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnership were merged;
(3) the street address of the surviving entity's chief executive office and of an office in this State, if any;
(4) whether the surviving entity is a partnership or a limited partnership; and
(5) a statement that the plan of merger was approved and executed as required by law by each partnership or limited partnership which is to merge, and of the effective date or time of the merger if it is not to be effective upon the filing of the certificate of merger.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of Section 14 of this act, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of Section 14 of this act, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of Section 6 of this act, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
Added by Laws 1997, c. 399, § 53, eff. Nov. 1, 1997.

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.