eLaws | eCases | Oklahoma Administrative Code | Oklahoma Courts | Counties & Cities of Oklahoma | United States Code |
 Oklahoma Statutes (Last Updated: September 18, 2014)
 Title 54. PARTNERSHIP

  § 54-1-909. Personal liability of partner of converting or constituent partnership - Consent.  

Latest version.

  • Personal liability of partner of converting or constituent partnership; Consent.

    (a)  If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:

    (1)  the partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and

    (2)  the partner has consented to the provision of the partnership agreement.

    (b)  A cancellation of a statement of qualification of a partnership as a limited liability partnership is ineffective without the consent of each general partner unless:

    (1)  the partnership agreement provides for the amendment with the consent of less than all the partners; and

    (2)  each partner that does not consent to the amendment has consented to the provision of the partnership agreement.

    (c)  A partner does not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.

Added by Laws 2004, c. 255, § 60, eff. Nov. 1, 2004.