Okla. Stat. tit. 54, § 54-500-1110A
This is the official text of Okla. Stat. tit. 54, § 54-500-1110A, 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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Restrictions on approval of conversions and mergers
Official statutory text
and on relinquishing LLP Status.
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.
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.
Status: in_force · Read it on the official government site
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