SB1132 Summary

• Creates the Uniform Limited Partnership Act of 2010 to govern limited partnerships in Oklahoma, establishing comprehensive rules for formation, management, rights, and obligations of general and limited partners.

• Defines limited partnerships as entities with one or more general partners (liable for partnership obligations) and one or more limited partners (not liable for partnership obligations), allowing persons to serve in both capacities simultaneously.

• Requires limited partnerships to maintain a designated office and agent for service of process in Oklahoma, file a certificate of limited partnership with the Secretary of State, and file annual certificates to maintain good standing.

• Establishes rights and duties of partners including information access, profit distribution, and dissociation procedures, with nonwaivable provisions protecting limited partner liability protections and requiring good faith dealings among partners.

• Authorizes conversions and mergers of limited partnerships with other business entities and repeals the prior Uniform Limited Partnership Act of 2008; effective January 1, 2011 for most provisions and September 1, 2010 for specified amendments to corporate law.