Oklahoma § 54-1-909 Personal liability of partner of converting or

Oklahoma Statutes

§ 54-1-909 — Personal liability of partner of converting or

Oklahoma·Title 54 Partnership

constituent partnership - Consent. Personal liability of partner of converting or constituent partnership; Consent.

(a)If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:

(1)the partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and (2) the partner has consented to the provision of the partnership agreement.

(b)A cancellation of a statement of qualification of a partnership as a limited liability partnership is ineffective without the consent of each general partner unless:

(1)the partnership agreement provides

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constituent partnership - Consent. Personal liability of partner of converting or constituent partnership; Consent. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (1) the partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and (2) the partner has consented to the provision of the partnership agreement. (b) A cancellation of a statement of qualification of a partnership as a limited liability partnership is ineffective without the consent of each general partner unless: (1) the partnership agreement provides for the amendment with the consent of less than all the partners; and (2) each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.

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