§54-1-909. Personal liability of partner of converting or
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/ok/title-54-partnership/54-1-909·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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. Added by Laws 2004, c. 255, § 60, eff. Nov. 1, 2004.