Oklahoma limited partnership agreement template
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How Oklahoma limited partnership agreement Differ from Other States
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Oklahoma requires filing a Certificate of Limited Partnership with the Secretary of State, specifying detailed partner information, which can differ from other states’ requirements.
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Oklahoma law mandates publication notice for certain partnership changes, a step not universally required in all U.S. states.
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Oklahoma imposes specific annual renewal filing and fee requirements to maintain good standing for limited partnerships, which vary by state.
Frequently Asked Questions (FAQ)
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Q: Do Oklahoma limited partnerships require a registered agent?
A: Yes, Oklahoma law requires every limited partnership to appoint and maintain a registered agent in the state.
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Q: Can limited partners in Oklahoma participate in management?
A: Limited partners in Oklahoma may not participate in the control of the business without risking their limited liability status.
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Q: Are annual reports required for Oklahoma limited partnerships?
A: Yes, Oklahoma limited partnerships must file an annual certificate and pay a fee to keep the entity in good standing.
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Oklahoma Limited Partnership Agreement
This Oklahoma Limited Partnership Agreement (the “Agreement”) is made and entered into as of this [Date], by and among the parties listed below, and is governed by the Oklahoma Uniform Limited Partnership Act (Title 54, Oklahoma Statutes).
1. Formation of Limited Partnership
Option A: The parties hereby form a limited partnership under the laws of the State of Oklahoma. The name of the limited partnership shall be [Partnership Name].
Option B: The parties have previously formed a limited partnership, and this Agreement amends and restates the original agreement. The name of the limited partnership remains [Partnership Name].
2. Partners
General Partners:
[General Partner 1 Name], residing at [General Partner 1 Address], Citizenship: [General Partner 1 Citizenship], Contact: [General Partner 1 Contact Details]
[General Partner 2 Name], residing at [General Partner 2 Address], Citizenship: [General Partner 2 Citizenship], Contact: [General Partner 2 Contact Details]
Limited Partners:
[Limited Partner 1 Name], residing at [Limited Partner 1 Address], Citizenship/State of Formation: [Limited Partner 1 Citizenship/State], Contact: [Limited Partner 1 Contact Details]
[Limited Partner 2 Name], residing at [Limited Partner 2 Address], Citizenship/State of Formation: [Limited Partner 2 Citizenship/State], Contact: [Limited Partner 2 Contact Details]
3. Capital Contributions
Option A: Initial Capital Contributions
[General Partner 1 Name]: [Dollar Amount] (Cash/Property/Services)
[General Partner 2 Name]: [Dollar Amount] (Cash/Property/Services)
[Limited Partner 1 Name]: [Dollar Amount] (Cash/Property/Services)
[Limited Partner 2 Name]: [Dollar Amount] (Cash/Property/Services)
Option B: Additional Capital Contributions
Additional capital contributions may be required upon a [Percentage]% vote of the general partners. The amount and timing will be determined by the general partners. Failure to contribute will result in [Consequences of Failure to Contribute]. Valuation of non-cash contributions shall be determined by [Valuation Method].
4. Business Purpose and Principal Place of Business
The purpose of the Partnership is to [Description of Business Purpose]. The primary activities of the Partnership shall be [Description of Primary Activities].
The principal place of business of the Partnership is located at [Physical Address in Oklahoma]. The registered agent and office are [Registered Agent Name] at [Registered Agent Address], as on file with the Oklahoma Secretary of State.
5. Term and Dissolution
Option A: The term of this Partnership shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
Option B: The term of this Partnership shall commence on [Start Date] and shall continue perpetually, unless sooner terminated as provided herein.
Early termination may occur upon [Conditions for Early Termination].
6. Management
Exclusive management rights are vested in the General Partners.
The General Partners have the power to [List of Powers and Duties].
Limitations on Authority: The General Partners shall not [List of Limitations] without [Required Consent Level] consent of the partners.
Limited Partners shall not participate in the day-to-day management of the Partnership.
7. Partnership Meetings
Meetings shall be held [Frequency of Meetings].
Quorum: A quorum shall consist of [Quorum Percentage]% of the partners.
Notice: Notice of meetings shall be given [Number] days prior to the meeting.
Voting: Decisions requiring a vote include [List of Decisions Requiring a Vote]. The voting threshold for these decisions is [Voting Threshold].
8. Profit and Loss Allocation and Distributions
Profits and losses shall be allocated as follows:
[General Partner 1 Name]: [Percentage]%
[General Partner 2 Name]: [Percentage]%
[Limited Partner 1 Name]: [Percentage]%
[Limited Partner 2 Name]: [Percentage]%
Distributions shall be made [Distribution Schedule].
9. Tax Matters
The Partnership Representative for IRS and Oklahoma Tax Commission proceedings shall be [Partnership Representative Name].
The Partnership shall comply with all Oklahoma tax registration and filing requirements.
Schedule K-1s shall be provided to all partners by [Date].
10. Admission of New Partners
New partners may be admitted with the written consent of [Required Consent Level] of the partners.
Criteria for Acceptance: [Criteria for Acceptance of New Partners]
Purchase price/Capital Contribution: [Purchase Price or Capital Contribution Terms]
11. Withdrawal, Retirement, or Expulsion of Partners
Voluntary Withdrawal: A partner may withdraw upon [Number] days written notice.
Involuntary Withdrawal: [Conditions for Involuntary Withdrawal]
Buy-Sell Procedures: [Description of Buy-Sell Procedures]
Valuation Method: [Description of Valuation Method]
12. Liability and Indemnification
General partners shall have unlimited liability.
Limited partners’ liability is limited to their contributions unless they participate in management.
The Partnership shall indemnify the Limited Partners to the fullest extent permitted by Oklahoma law.
The Partnership shall maintain insurance coverage of [Dollar Amount].
13. Assignment of Partnership Interests
No partner may assign their partnership interest without [Required Consent Level] consent.
Assignments must comply with Oklahoma securities and business entity laws.
14. Conflicts of Interest
General partners owe fiduciary duties of loyalty and care to the Partnership.
Related-party transactions require the consent of [Required Consent Level] of the partners.
15. Dispute Resolution
Any disputes shall be resolved through mandatory [Negotiation/Mediation/Arbitration] in Oklahoma.
The state courts in Oklahoma County shall have exclusive jurisdiction.
Oklahoma law shall govern this Agreement.
16. Dissolution
Dissolution shall occur upon [Dissolution Triggers].
Winding Up Process: [Description of Winding Up Process]
Priority of Payments: [Order of Priority of Payments Upon Dissolution]
17. Partnership Records and Filings
The Partnership shall maintain accurate records and comply with all Oklahoma public filing requirements.
Partners shall have the right to inspect the records.
18. Confidentiality
Partners shall maintain the confidentiality of Partnership information.
19. General Provisions
Representation and Warranty Clauses: [Details of Representation and Warranty Clauses]
Conditions Precedent: [Details of Conditions Precedent]
Force Majeure: [Details of Force Majeure Clause]
Amendments and Waivers: [Amendment and Waiver Procedures]
Notices: Notices shall be sent to [Address and Method of Notification].
Acknowledgement of Understanding: All partners acknowledge receipt and understanding of this Agreement.
20. Oklahoma Specific Provisions (If Applicable)
Industry-Specific Regulations: [Details of Applicable Oklahoma Regulations]
Tax Withholding Requirements: [Details of Oklahoma Tax Withholding Requirements]
Signatures
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[General Partner 1 Name], General Partner
____________________________
[General Partner 2 Name], General Partner
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[Limited Partner 1 Name], Limited Partner
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[Limited Partner 2 Name], Limited Partner
