{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-1112a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-1112A","heading":"Power of general partners and persons dissociated as","body":"general partners to bind organization after conversion or merger.\n\nPOWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL\n\nPARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.\n\n(a) An act of a person that immediately before a conversion or\n\nmerger became effective was a general partner in a converting or\n\nconstituent limited partnership binds the converted or surviving\n\norganization after the conversion or merger becomes effective, if:\n\n(1) before the conversion or merger became effective, the act\n\nwould have bound the converting or constituent limited partnership\n\nunder Section 36 of this act; and\n\n(2) at the time the third party enters into the transaction,\n\nthe third party:\n\n(A) does not have notice of the conversion or merger; and\n\n(B) reasonably believes that the converted or surviving\n\nbusiness is the converting or constituent limited\n\npartnership and that the person is a general partner\n\nin the converting or constituent limited partnership.\n\n(b) An act of a person that before a conversion or merger\n\nbecame effective was dissociated as a general partner from a\n\nconverting or constituent limited partnership binds the converted or\n\nsurviving organization after the conversion or merger becomes\n\neffective, if:\n\n(1) before the conversion or merger became effective, the act\n\nwould have bound the converting or constituent limited partnership\n\nunder Section 36 of this act if the person had been a general\n\npartner; and\n\n(2) at the time the third party enters into the transaction,\n\nless than two (2) years have passed since the person dissociated as\n\na general partner and the third party:\n\n(A) does not have notice of the dissociation;\n\n(B) does not have notice of the conversion or merger; and\n\n(C) reasonably believes that the converted or surviving\n\norganization is the converting or constituent limited\n\npartnership and that the person is a general partner\n\nin the converting or constituent limited partnership.\n\n(c) If a person having knowledge of the conversion or merger\n\ncauses a converted or surviving organization to incur an obligation\n\nunder subsection (a) or (b) of this section, the person is liable:\n\n(1) to the converted or surviving organization for any damage\n\ncaused to the organization arising from the obligation; and\n\n(2) if another person is liable for the obligation, to that\n\nother person for any damage caused to that other person arising from\n\nthe liability.","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":"e046fc3357d1011d29509cd428599e8ccc050df32c3ed6cafd5d562af3b367b0","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-1111a","next":"us-ok/okla.-stat.-tit.-54-54-500-1113a"},"notice":"GroundRules: Original legal text. Not legal advice."}