Oklahoma Partnership Agreement

Oklahoma partnership agreements promote a business entity’s health since they define the roles each co-owner or partner plays in a for-profit business. It is important that each partner, whether limited or general, fully comprehend their role, contribution, and obligations in the business’ operation before signing this contract.

Last updated January 28th, 2025

Oklahoma partnership agreements promote a business entity’s health since they define the roles each co-owner or partner plays in a for-profit business. It is important that each partner, whether limited or general, fully comprehend their role, contribution, and obligations in the business’ operation before signing this contract.

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Oklahoma Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) General partnerships do not need to register; however, all partnerships comply with state naming guidelines. Oklahoma Business Entity Search
Limited Partnership (LP) Oklahoma Certificate of Limited Partnership (Filing Fee: $100.00)
Oklahoma Professional Certificate of Limited Partnership (Filing Fee: $100.00)
Statement of Authority Foreign Limited Partnership (Filing Fee: $300.00)
Limited Liability Partnership (LLP) Statement of Qualification (Oklahoma Limited Liability Partnership) (Filing Fee: $100.00)
Statement of Qualification Foreign Limited Liability Partnership (Filing Fee: $100.00)
Limited Liability Limited Partnership (LLLP) Oklahoma Certificate of Limited Partnership (Filing Fee: $100.00)
Oklahoma Professional Certificate of Limited Partnership (Filing Fee: $100.00)

Fiduciary Duty

Duty of Loyalty:

  • General partners display loyalty to their LP by providing a record of all benefits they gain as a result of the “conduct and winding up” of the LP’s business as well as any profit or property.[1]
  • Partners cannot deal with their LP’s business activities as an agent with an agenda opposing its activities or goals and, especially, “on behalf of a party,” with an interest that harms or interferes with the LP.[2]
  • A partner is responsible for how they conduct business in relation to the partnership and thus can not engage in any endeavors “competing with the limited partnership.” [3]

Duty of Care:

  • The partner’s obligations include that each one is potentially liable whenever engaging in “grossly negligent or reckless conduct” (especially when intentional) or violating the law.[4]

Partners do not take actions that violate any obligation their partnership agreement defines, regardless of whether such action “furthers the general partner’s own interest.”[5]

Liability

Partners are potentially liable for partnership responsibilities “jointly and severally” but may find relief from a concerned claimant or as the law allows.[6]
Persons “admitted as a partner” to a partnership hold no liability for “any partnership obligation” placed before their admittance.[7]
Partnership obligations are “solely” the responsibility of the partnership so long that such obligations are “incurred while the partnership is a limited liability partnership.”[8]
Partners are held responsible for their partnerships since such partnership “may maintain an action against a partner” whenever they violate their duties, the partnership agreement, or otherwise pose a danger to the partnership.[9]

State Definitions (6)

General partner means a person fulfills this role as it is defined in the partnership agreement while remaining fully compliant with Oklahoma’s Uniform Partnership Act.[10]
Limited partner means the person that is named in an LP’s partnership agreement in addition to conforming to the requirements of the Uniform Limited Partnership Act.[11]
Limited partnership means an entity specifically formed with at least one limited partner and a minimum of one general partner as per the Uniform Limited Partnership Act of Oklahoma; in addition, a “limited liability limited Partnership” is included with this term.[12]
Limited liability limited partnership means that a limited partnership included the appropriate statements during its formation; thus, its certificate specifically states that a “limited partnership is a limited liability partnership.”[13]
Foreign limited partnership means an out-of-state partnership actively operates as such “under the laws of a jurisdiction” that is not Oklahoma but meets Oklahoma’s requirements in its structure for an LP.[14]
Foreign limited liability limited partnership means an out-of-state limited partnership whose jurisdiction’s requirements specifically align with Oklahoma law. [15]