Oklahoma Limited Partnership Law
A limited partnership offers businesses the flexibility of a partnership, combined with the option of limited liability. In a limited partnership, at least one partner (the general partner) manages the business and is fully liable for the business debts. The limited partners don't usually play an active role in the day-to-day running of the business and their liability for the partnership debts is limited to the amount of their investment. In Oklahoma, the Uniform Limited Partnership Act of 2010 contains the law relating to the organization of limited partnerships in the state.
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Forming a Limited Partnership
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In order to form a limited partnership in Oklahoma, the prospective partners must deliver a certificate of limited partnership to the secretary of state for filing. Section 500-201A of the Uniform Limited Partnership Act lists the information to be included on the certificate. This includes the name of the limited partnership, details of the registered office and the name and address of each general partner. The limited partnership must also appoint a registered agent for the purpose of receiving process. The partnership comes into existence on the date when the certificate is filed. In the majority of businesses, partners also enter into a partnership agreement to stipulate the obligations and duties of each partner in relation to the organization of the business.
Partnership Name
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Section 500-108A of the Uniform Limited Partnership Act states that the name of any limited partnership must contain the phrase "limited partnership" or the abbreviations "LP" or "L.P." The name must also be distinguishable from that of any other business entity registered in the state. Under Section 500-109A, prospective partners may reserve a name for up to 60 days by applying to the secretary of state. Reserving a name allows the partners to complete paperwork and other financial documents before the partnership commences business.
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Continuing Obligations
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A limited partnership must maintain certain information at its registered office, including a list of partners that identifies both the limited and the general partners. Section 500-111A of the Uniform Limited Partnership Act states that it must also keep copies of the certificate of partnership, any partnership agreement and financial statements at the registered office. Anyone intending to conduct business with the partnership may inspect these documents.
Liability of Partners
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A limited partner cannot act for or bind the partnership, according to Section 500-302A of the act. He is not liable for the debts or obligations of the limited partnership. A general partner can legally bind the partnership. Under Section 500-404A, all general partners are liable for the debts and obligations of the partnership, unless otherwise agreed.
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