Oklahoma Statutes
Title 54. Partnership
§54-500-1203A. Application to existing relationships.

APPLICATION TO EXISTING RELATIONSHIPS.

(a) Before July 1, 2011, the Uniform Limited Partnership Act of 2010 governs only:
(1) a limited partnership formed on or after January 1, 2011; and
(2) except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2011, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to the Uniform Limited Partnership Act of 2010.
(b) Except as otherwise provided in subsection (c) of this section, on and after July 1, 2011, the Uniform Limited Partnership Act of 2010 governs all limited partnerships.
(c) With respect to a limited partnership formed before January 1, 2011, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Subsection (c) of Section 4 of this act does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2011.
(2) The limited partnership is not required to amend its certificate of limited partnership to comply with paragraph (4) of subsection (a) of Section 19 of this act.
(3) Sections 52 and 53 of this act do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2011.
(4) Paragraph (4) of Section 54 of this act does not apply.
(5) Paragraph (5) of Section 54 of this act does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2011.
(6) Paragraph (3) of Section 63 of this act does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2011.
(d) With respect to a limited partnership that elects pursuant to paragraph (2) of subsection (a) of this section to be subject to the Uniform Limited Partnership Act of 2010, after the election takes effect the provisions of the Uniform Limited Partnership Act of 2010 relating to the liability of the limited partnership’s general partners to third parties apply:
(1) before July 1, 2011, to:
(2) on and after July 1, 2011, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (B) of paragraph (1) of this subsection.
Added by Laws 2010, c. 384, § 103, 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.