LIMITATIONS ON DISTRIBUTION.
(a) A limited partnership may not make a distribution in violation of the partnership agreement.
(b) A limited partnership may not make a distribution if after the distribution:
(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or
(2) the limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(d) Except as otherwise provided in subsection (g) of this section, the effect of a distribution under subsection (b) of this section is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(2) in all other cases, as of the date:
(e) A limited partnership’s indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership’s indebtedness to its general, unsecured creditors.
(f) A limited partnership’s indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
Added by Laws 2010, c. 384, § 50, eff. Jan. 1, 2011.
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.