Oklahoma § 54-500-1110A Restrictions on approval of conversions and mergers

Oklahoma Statutes

§ 54-500-1110A — Restrictions on approval of conversions and mergers

Oklahoma·Title 54 Partnership

and on relinquishing LLP Status. RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.

(a)If a partner of a converting or constituent limited 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 limited partnership’s 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)An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective withou

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and on relinquishing LLP Status. RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. (a) If a partner of a converting or constituent limited 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 limited partnership’s 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) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless: (1) the limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and (2) each general 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 which permits the partnership agreement to be amended with the consent of fewer than all the partners.

Oklahoma § 54-500-1110A (Restrictions on approval of conversions and mergers) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.