Okla. Stat. tit. 54, § 54-500-607A: Liability to other persons of person dissociated as

general partner.

LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL

PARTNER.

(a) A person’s dissociation as a general partner does not of

itself discharge the person’s liability as a general partner for an

obligation of the limited partnership incurred before dissociation.

Except as otherwise provided in subsections (b) and (c) of this

section, the person is not liable for a limited partnership’s

obligation incurred after dissociation.

(b) A person whose dissociation as a general partner resulted

in a dissolution and winding up of the limited partnership’s

activities is liable to the same extent as a general partner under

Section 38 of this act on an obligation incurred by the limited

partnership under Section 66 of this act.

(c) A person that has dissociated as a general partner but

whose dissociation did not result in a dissolution and winding up of

the limited partnership’s activities is liable on a transaction

entered into by the limited partnership after the dissociation only

if:

(1) a general partner would be liable on the transaction; and

(2) at the time the other party enters into the transaction:

(A) less than two (2) years has passed since the

dissociation; and

(B) the other party does not have notice of the

dissociation and reasonably believes that the person

is a general partner.

(d) By agreement with a creditor of a limited partnership and

the limited partnership, a person dissociated as a general partner

may be released from liability for an obligation of the limited

partnership.

(e) A person dissociated as a general partner is released from

liability for an obligation of the limited partnership if the

limited partnership’s creditor, with notice of the person’s

dissociation as a general partner but without the person’s consent,

agrees to a material alteration in the nature or time of payment of

the obligation.