§54-1-100. Short title.
Sections 1 through 64 of this act shall be known and may be cited as the “Oklahoma Revised Uniform Partnership Act”. Added by Laws 1997, c. 399, § 1, eff. Nov. 1, 1997.
§54-1-1001. Nature and purpose – Statement of qualification.
Nature and Purpose; Statement of Qualification. (a) A limited liability partnership is a partnership under the laws of this state and may engage in any business in this state in which a partnership may engage including, but not limited to, the rendering of professional services as defined in paragraph 6 of subsection A of Section […]
§54-1-1002. Name.
Name. The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. Added by Laws 1997, c. 399, § 56, eff. Nov. 1, 1997.
§54-1-101. Definitions.
Definitions. As used in this act: (1) “Business” includes every trade, occupation, and profession. (2) “Debtor in bankruptcy” means a person who is the subject of: (i)an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (ii)a comparable order under federal, […]
§54-1-102. Knowledge and Notice.
Knowledge and Notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the […]
§54-1-103. Effect of Partnership Agreement; Nonwaivable Provisions.
Effect of Partnership Agreement; Nonwaivable Provisions. (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners […]
§54-1-104. Supplemental Principles of Law.
Supplemental Principles of Law. (a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (b) If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in Section 727 of Title 12 of the Oklahoma Statutes. Added […]
§54-1-105. Execution, filing, and recording of statements.
Execution, Filing, and Recording of Statements. (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the office of the Secretary of State. Either filing has the effect provided in this act […]
§54-1-106. Governing Law.
Governing Law. (a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of this state governs relations among the partners and between the partners and […]
§54-1-107. Partnership subject to amendment or repeal of act.
Partnership subject to amendment or repeal of act. A partnership governed by this act is subject to any amendment or repeal of this act. Added by Laws 1997, c. 399, § 8, eff. Nov. 1, 1997.
§54-1-1101. Law Governing Foreign Limited Liability Partnership.
Law Governing Foreign Limited Liability Partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign qualification […]
§54-1-1102. Statement Of Foreign Qualification.
Statement Of Foreign Qualification. (a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and, if different […]
§54-1-1103. Effect Of Failure To Qualify.
Effect Of Failure To Qualify. (a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does […]
§54-1-1104. Activities Not Constituting Transacting Business.
Activities Not Constituting Transacting Business. (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; […]
§54-1-1105. Action By Attorney General.
Action By Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article. Added by Laws 1997, c. 399, § 61, eff. Nov. 1, 1997.
§54-1-1201. Uniformity of Application and Construction.
Uniformity of Application and Construction. This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it. Added by Laws 1997, c. 399, § 62 eff. Nov. 1, 1997.
§54-1-1206. Applicability.
Applicability. (a) Before November 1, 1998, the Oklahoma Revised Uniform Partnership Act governs only: (1) a partnership or limited liability partnership formed on or after November 1, 1997, unless that partnership or limited liability partnership is continuing the business of a dissolved partnership or limited liability partnership; and (2) a partnership or limited liability partnership […]
§54-1-1207. Savings Clause.
Savings Clause. This act does not affect an action or proceeding commenced or right accrued before this act takes effect. Added by Laws 1997, c. 399, § 64, eff. Nov. 1, 1997.
§54-1-201. Partnership as entity.
Partnership as entity. (a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under Section 55 of this act. Added by Laws 1997, c. 399, § 9, eff. Nov. 1, 1997.
§54-1-202. Formation of Partnership.
Formation of Partnership. (a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute other than this act, a […]