Okla. Stat. tit. 54, § 54-500-508A

LIMITATIONS ON DISTRIBUTION.

(a) A limited partnership may not make a distribution in

violation of the partnership agreement.

(b) A limited partnership may not make a distribution if after

the distribution:

(1) the limited partnership would not be able to pay its debts

as they become due in the ordinary course of the limited

partnership’s activities; or

(2) the limited partnership’s total assets would be less than

the sum of its total liabilities plus the amount that would be

needed, if the limited partnership were to be dissolved, wound up,

and terminated at the time of the distribution, to satisfy the

preferential rights upon dissolution, winding up, and termination of

partners whose preferential rights are superior to those of persons

receiving the distribution.

(c) A limited partnership may base a determination that a

distribution is not prohibited under subsection (b) of this section

on financial statements prepared on the basis of accounting

practices and principles that are reasonable in the circumstances or

on a fair valuation or other method that is reasonable in the

circumstances.

Oklahoma Statutes - Title 54. Partnership Page 113

(d) Except as otherwise provided in subsection (g) of this

section, the effect of a distribution under subsection (b) of this

section is measured:

(1) in the case of distribution by purchase, redemption, or

other acquisition of a transferable interest in the limited

partnership, as of the date money or other property is transferred

or debt incurred by the limited partnership; and

(2) in all other cases, as of the date:

(A) the distribution is authorized, if the payment occurs

within one hundred twenty (120) days after that date;

or

(B) the payment is made, if payment occurs more than one

hundred twenty (120) days after the distribution is

authorized.

(e) A limited partnership’s indebtedness to a partner incurred

by reason of a distribution made in accordance with this section is

at parity with the limited partnership’s indebtedness to its

general, unsecured creditors.

(f) A limited partnership’s indebtedness, including

indebtedness issued in connection with or as part of a distribution,

is not considered a liability for purposes of subsection (b) of this

section if the terms of the indebtedness provide that payment of

principal and interest are made only to the extent that a

distribution could then be made to partners under this section.

(g) If indebtedness is issued as a distribution, each payment

of principal or interest on the indebtedness is treated as a

distribution, the effect of which is measured on the date the

payment is made.