{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-1111a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-1111A","heading":"Liability of general partner after conversion or","body":"merger.\n\nLIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER.\n\n(a) A conversion or merger under this article does not\n\ndischarge any liability under Sections 38 and 58 of this act of a\n\nperson that was a general partner in or dissociated as a general\n\npartner from a converting or constituent limited partnership, but:\n\n(1) the provisions of the Uniform Limited Partnership Act of\n\n2010 pertaining to the collection or discharge of the liability\n\ncontinue to apply to the liability;\n\n(2) for the purposes of applying those provisions, the\n\nconverted or surviving organization is deemed to be the converting\n\nor constituent limited partnership; and\n\n(3) if a person is required to pay any amount under this\n\nsubsection:\n\n(A) the person has a right of contribution from each other\n\nperson that was liable as a general partner under\n\nSection 38 of this act when the obligation was\n\nincurred and has not been released from the obligation\n\nunder Section 58 of this act; and\n\n(B) the contribution due from each of those persons is in\n\nproportion to the right to receive distributions in\n\nthe capacity of general partner in effect for each of\n\nthose persons when the obligation was incurred.\n\n(b) In addition to any other liability provided by law:\n\n(1) a person that immediately before a conversion or merger\n\nbecame effective was a general partner in a converting or\n\nconstituent limited partnership that was not a limited liability\n\nlimited partnership is personally liable for each obligation of the\n\nconverted or surviving organization arising from a transaction with\n\na third party after the conversion or merger becomes effective, if,\n\nat the time the third party enters into the transaction, the third\n\nparty:\n\n(A) does not have notice of the conversion or merger; and\n\n(B) reasonably believes that:\n\n(i) the converted or surviving business is the\n\nconverting or constituent limited partnership;\n\n(ii) the converting or constituent limited partnership\n\nis not a limited liability limited partnership;\n\nand\n\n(iii) the person is a general partner in the converting\n\nor constituent limited partnership; and\n\n(2) a person that was dissociated as a general partner from a\n\nconverting or constituent limited partnership before the conversion\n\nor merger became effective is personally liable for each obligation\n\nof the converted or surviving organization arising from a\n\ntransaction with a third party after the conversion or merger\n\nbecomes effective, if:\n\n(A) immediately before the conversion or merger became\n\neffective the converting or surviving limited\n\npartnership was not a limited liability limited\n\npartnership; and\n\n(B) at the time the third party enters into the\n\ntransaction less than two (2) years have passed since\n\nthe person dissociated as a general partner and the\n\nthird party:\n\n(i) does not have notice of the dissociation;\n\n(ii) does not have notice of the conversion or merger;\n\nand\n\n(iii) reasonably believes that the converted or\n\nsurviving organization is the converting or\n\nconstituent limited partnership, the converting\n\nor constituent limited partnership is not a\n\nlimited liability limited partnership, and the\n\nperson is a general partner in the converting or\n\nconstituent limited partnership.","path":["OK Code","Title 54"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os54.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"0cf356f5b6284de04f420b4240514ba66bf8dc8761c1c6a6d0ab1d2607d8f461","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-1110a","next":"us-ok/okla.-stat.-tit.-54-54-500-1112a"},"notice":"GroundRules: Original legal text. Not legal advice."}