{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-508a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-508A","heading":"Limitations on distribution","body":"LIMITATIONS ON DISTRIBUTION.\n\n(a) A limited partnership may not make a distribution in\n\nviolation of the partnership agreement.\n\n(b) A limited partnership may not make a distribution if after\n\nthe distribution:\n\n(1) the limited partnership would not be able to pay its debts\n\nas they become due in the ordinary course of the limited\n\npartnership’s activities; or\n\n(2) the limited partnership’s total assets would be less than\n\nthe sum of its total liabilities plus the amount that would be\n\nneeded, if the limited partnership were to be dissolved, wound up,\n\nand terminated at the time of the distribution, to satisfy the\n\npreferential rights upon dissolution, winding up, and termination of\n\npartners whose preferential rights are superior to those of persons\n\nreceiving the distribution.\n\n(c) A limited partnership may base a determination that a\n\ndistribution is not prohibited under subsection (b) of this section\n\non financial statements prepared on the basis of accounting\n\npractices and principles that are reasonable in the circumstances or\n\non a fair valuation or other method that is reasonable in the\n\ncircumstances.\n\n(d) Except as otherwise provided in subsection (g) of this\n\nsection, the effect of a distribution under subsection (b) of this\n\nsection is measured:\n\n(1) in the case of distribution by purchase, redemption, or\n\nother acquisition of a transferable interest in the limited\n\npartnership, as of the date money or other property is transferred\n\nor debt incurred by the limited partnership; and\n\n(2) in all other cases, as of the date:\n\n(A) the distribution is authorized, if the payment occurs\n\nwithin one hundred twenty (120) days after that date;\n\nor\n\n(B) the payment is made, if payment occurs more than one\n\nhundred twenty (120) days after the distribution is\n\nauthorized.\n\n(e) A limited partnership’s indebtedness to a partner incurred\n\nby reason of a distribution made in accordance with this section is\n\nat parity with the limited partnership’s indebtedness to its\n\ngeneral, unsecured creditors.\n\n(f) A limited partnership’s indebtedness, including\n\nindebtedness issued in connection with or as part of a distribution,\n\nis not considered a liability for purposes of subsection (b) of this\n\nsection if the terms of the indebtedness provide that payment of\n\nprincipal and interest are made only to the extent that a\n\ndistribution could then be made to partners under this section.\n\n(g) If indebtedness is issued as a distribution, each payment\n\nof principal or interest on the indebtedness is treated as a\n\ndistribution, the effect of which is measured on the date the\n\npayment is made.","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":"a1532628735597d99e75340249ca138ca8737dce6109c62333ca606abf9c9542","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-507a","next":"us-ok/okla.-stat.-tit.-54-54-500-509a"},"notice":"GroundRules: Original legal text. Not legal advice."}