Okla. Stat. tit. 18, § 18-1094: Dissolution of Joint Venture Corporation Having Two

Shareholders.

DISSOLUTION OF JOINT VENTURE CORPORATION HAVING TWO SHAREHOLDERS

A. If the shareholders of a corporation of this state, having

only two shareholders each of which owns fifty percent (50%) of the

stock therein, shall be engaged in the prosecution of a joint

venture and if the shareholders shall be unable to agree upon the

desirability of discontinuing the joint venture and disposing of the

assets used in the venture, either shareholder may, unless otherwise

provided in the certificate of incorporation of the corporation or

in a written agreement between the shareholders, file with the

district court a petition stating that it desires to discontinue the

joint venture and to dispose of the assets used in the venture in

accordance with a plan to be agreed upon by both shareholders or

that, if no plan shall be agreed upon by both shareholders, the

corporation be dissolved. The petition shall have attached thereto

a copy of the proposed plan of discontinuance and distribution and a

certificate stating that copies of the petition and plan have been

transmitted in writing to the other shareholder and to the directors

and officers of the corporation. The petition and certificate shall

be executed and acknowledged in accordance with the provisions of

Section 1007 of this title.

B. 1. Unless both shareholders file with the district court,

the district court may dissolve the corporation and may by

appointment of one or more trustees or receivers with all the powers

and title of a trustee or receiver appointed pursuant to the

provisions of Section 1100 of this title, administer and wind up its

affairs:

a. within three (3) months of the date of the filing of

the petition, a certificate similarly executed and

acknowledged stating that they have agreed on the

plan, or a modification thereof, and

b. within one (1) year from the date of the filing of the

petition, a certificate similarly executed and

acknowledged stating that the distribution provided by

the plan has been completed.

2. Either or both of the periods provided for in paragraph 1 of

this subsection may be extended by agreement of the shareholders,

evidenced by a certificate similarly executed, acknowledged and

filed with the district court prior to the expiration of the period.