Oklahoma Statutes
Title 54. Partnership
§54-500-102A. Definitions.

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 contribution”, means any benefit provided by a person to a limited partnership in order to become a partner or in the person’s capacity as a partner.
(3) “Debtor in bankruptcy” means a person that is the subject of:
(4) “Designated office” means:
(5) “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
(6) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to subsection (c) of Section 38 of this act.
(7) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.
(8) “General partner” means:
(9) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership”, means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.
(10) “Limited partner” means:
(11) “Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under the Uniform Limited Partnership Act of 2010 by two or more persons or becomes subject to the Uniform Limited Partnership Act of 2010 under Article 11 of this act or subsection (a) or (b) of Section 106 of this act. The term includes a limited liability limited partnership.
(12) “Partner” means a limited partner or general partner.
(13) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.
(14) “Person” means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.
(15) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership.
(16) “Principal office” means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state.
(17) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(18) “Required information” means the information that a limited partnership is required to maintain under Section 11 of this act.
(19) “Sign” means:
(20) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(21) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
(22) “Transferable interest” means a partner’s right to receive distributions.
(23) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
Added by Laws 2010, c. 384, § 2, eff. Jan. 1, 2011.

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.