Okla. Stat. tit. 54, § 54-500-1111A: Liability of general partner after conversion or

merger.

LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER.

(a) A conversion or merger under this article does not

discharge any liability under Sections 38 and 58 of this act of a

person that was a general partner in or dissociated as a general

partner from a converting or constituent limited partnership, but:

(1) the provisions of the Uniform Limited Partnership Act of

2010 pertaining to the collection or discharge of the liability

continue to apply to the liability;

(2) for the purposes of applying those provisions, the

converted or surviving organization is deemed to be the converting

or constituent limited partnership; and

(3) if a person is required to pay any amount under this

subsection:

(A) the person has a right of contribution from each other

person that was liable as a general partner under

Section 38 of this act when the obligation was

incurred and has not been released from the obligation

under Section 58 of this act; and

(B) the contribution due from each of those persons is in

proportion to the right to receive distributions in

the capacity of general partner in effect for each of

those persons when the obligation was incurred.

(b) In addition to any other liability provided by law:

(1) a person that immediately before a conversion or merger

became effective was a general partner in a converting or

constituent limited partnership that was not a limited liability

limited partnership is personally liable for each obligation of the

converted or surviving organization arising from a transaction with

a third party after the conversion or merger becomes effective, if,

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:

(i) the converted or surviving business is the

converting or constituent limited partnership;

(ii) the converting or constituent limited partnership

is not a limited liability limited partnership;

and

(iii) the person is a general partner in the converting

or constituent limited partnership; and

(2) a person that was dissociated as a general partner from a

converting or constituent limited partnership before the conversion

or merger became effective is personally liable for each obligation

of the converted or surviving organization arising from a

transaction with a third party after the conversion or merger

becomes effective, if:

(A) immediately before the conversion or merger became

effective the converting or surviving limited

partnership was not a limited liability limited

partnership; and

(B) 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:

(i) does not have notice of the dissociation;

(ii) does not have notice of the conversion or merger;

and

(iii) reasonably believes that the converted or

surviving organization is the converting or

constituent limited partnership, the converting

or constituent limited partnership is not a

limited liability limited partnership, and the

person is a general partner in the converting or

constituent limited partnership.