Okla. Stat. tit. 54, § 54-1-909
This is the official text of Okla. Stat. tit. 54, § 54-1-909, part of Oklahoma’s Stat. tit. 54, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 54,." Browse the sections below, each linked to its official government source.
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Personal liability of partner of converting or
Official statutory text
constituent partnership - Consent.
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.
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.
Status: in_force · Read it on the official government site
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