{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-812a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-812A","heading":"Disposition of assets - When contributions required","body":"DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.\n\n(a) In winding up a limited partnership’s activities, the\n\nassets of the limited partnership, including the contributions\n\nrequired by this section, must be applied to satisfy the limited\n\npartnership’s obligations to creditors, including, to the extent\n\npermitted by law, partners that are creditors.\n\n(b) Any surplus remaining after the limited partnership\n\ncomplies with subsection (a) of this section must be paid in cash as\n\na distribution.\n\n(c) If a limited partnership’s assets are insufficient to\n\nsatisfy all of its obligations under subsection (a) of this section,\n\nwith respect to each unsatisfied obligation incurred when the\n\nlimited partnership was not a limited liability limited partnership,\n\nthe following rules apply:\n\n(1) Each person that was a general partner when the obligation\n\nwas incurred and that has not been released from the obligation\n\nunder Section 58 of this act shall contribute to the limited\n\npartnership for the purpose of enabling the limited partnership to\n\nsatisfy the obligation. The contribution due from each of those\n\npersons is in proportion to the right to receive distributions in\n\nthe capacity of general partner in effect for each of those persons\n\nwhen the obligation was incurred.\n\n(2) If a person does not contribute the full amount required\n\nunder paragraph (1) of this subsection with respect to an\n\nunsatisfied obligation of the limited partnership, the other persons\n\nrequired to contribute by paragraph (1) of this subsection on\n\naccount of the obligation shall contribute the additional amount\n\nnecessary to discharge the obligation. The additional contribution\n\ndue from each of those other persons is in proportion to the right\n\nto receive distributions in the capacity of general partner in\n\neffect for each of those other persons when the obligation was\n\nincurred.\n\n(3) If a person does not make the additional contribution\n\nrequired by paragraph (2) of this subsection, further additional\n\ncontributions are determined and due in the same manner as provided\n\nin that paragraph.\n\n(d) A person that makes an additional contribution under\n\nparagraph (2) or (3) of subsection (c) of this section may recover\n\nfrom any person whose failure to contribute under paragraph (1) or\n\n(2) of subsection (c) of this section necessitated the additional\n\ncontribution. A person may not recover under this subsection more\n\nthan the amount additionally contributed. A person’s liability\n\nunder this subsection may not exceed the amount the person failed to\n\ncontribute.\n\n(e) The estate of a deceased individual is liable for the\n\nperson’s obligations under this section.\n\n(f) An assignee for the benefit of creditors of a limited\n\npartnership or a partner, or a person appointed by a court to\n\nrepresent creditors of a limited partnership or a partner, may\n\nenforce a person’s obligation to contribute under subsection (c) of\n\nthis section.","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":"c009aa4e7e981829b1439067b0d894a1164ca2853e2d45d4a023d80e542516b2","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-811a","next":"us-ok/okla.-stat.-tit.-54-54-500-901a"},"notice":"GroundRules: Original legal text. Not legal advice."}