Okla. Stat. tit. 54, § 54-500-1112A
This is the official text of Okla. Stat. tit. 54, § 54-500-1112A, 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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Power of general partners and persons dissociated as
Official statutory text
general partners to bind organization after conversion or merger.
POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL
PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.
(a) An act of a person that immediately before a conversion or
merger became effective was a general partner in a converting or
constituent limited partnership binds the converted or surviving
organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership
under Section 36 of this act; and
(2) at the time the third party enters into the transaction,
the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving
business is the converting or constituent limited
partnership and that the person is a general partner
in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger
became effective was dissociated as a general partner from a
converting or constituent limited partnership binds the converted or
surviving organization after the conversion or merger becomes
effective, if:
(1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership
Oklahoma Statutes - Title 54. Partnership Page 152
under Section 36 of this act if the person had been a general
partner; and
(2) at the time the third party enters into the transaction,
less than two (2) years have passed since the person dissociated as
a general partner and the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving
organization is the converting or constituent limited
partnership and that the person is a general partner
in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger
causes a converted or surviving organization to incur an obligation
under subsection (a) or (b) of this section, the person is liable:
(1) to the converted or surviving organization for any damage
caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that
other person for any damage caused to that other person arising from
the liability.
POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL
PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.
(a) An act of a person that immediately before a conversion or
merger became effective was a general partner in a converting or
constituent limited partnership binds the converted or surviving
organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership
under Section 36 of this act; and
(2) at the time the third party enters into the transaction,
the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving
business is the converting or constituent limited
partnership and that the person is a general partner
in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger
became effective was dissociated as a general partner from a
converting or constituent limited partnership binds the converted or
surviving organization after the conversion or merger becomes
effective, if:
(1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership
Oklahoma Statutes - Title 54. Partnership Page 152
under Section 36 of this act if the person had been a general
partner; and
(2) at the time the third party enters into the transaction,
less than two (2) years have passed since the person dissociated as
a general partner and the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving
organization is the converting or constituent limited
partnership and that the person is a general partner
in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger
causes a converted or surviving organization to incur an obligation
under subsection (a) or (b) of this section, the person is liable:
(1) to the converted or surviving organization for any damage
caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that
other person for any damage caused to that other person arising from
the liability.
Status: in_force · Read it on the official government site
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