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 Oklahoma Statutes (Last Updated: September 18, 2014)
 Title 54. PARTNERSHIP

  § 54-500-1110A. Restrictions on approval of conversions and mergers and on relinquishing LLP Status.  

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  • RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.

    (a)  If a partner of a converting or constituent limited 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 limited partnership’s 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)  An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:

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

    (2)  each general 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 which permits the partnership agreement to be amended with the consent of fewer than all the partners.

Added by Laws 2010, c. 384, § 97, eff. Jan. 1, 2011.