Okla. Stat. tit. 54, § 54-500-801A: Nonjudicial dissolution

NONJUDICIAL DISSOLUTION.

Except as otherwise provided in Section 64 of this act, a

limited partnership is dissolved, and its activities must be wound

up, only upon the occurrence of any of the following:

(1) the happening of an event specified in the partnership

agreement;

(2) the consent of all general partners and of limited partners

owning a majority of the rights to receive distributions as limited

partners at the time the consent is to be effective;

(3) after the dissociation of a person as a general partner:

(A) if the limited partnership has at least one remaining

general partner, the consent to dissolve the limited

partnership given within ninety (90) days after the

dissociation by partners owning a majority of the

rights to receive distributions as partners at the

time the consent is to be effective; or

(B) if the limited partnership does not have a remaining

general partner, the passage of ninety (90) days after

the dissociation, unless before the end of the period:

(i) consent to continue the activities of the limited

partnership and admit at least one general

partner is given by limited partners owning a

majority of the rights to receive distributions

as limited partners at the time the consent is to

be effective; and

(ii) at least one person is admitted as a general

partner in accordance with the consent; or

(4) the passage of ninety (90) days after the dissociation of

the limited partnership’s last limited partner, unless before the

end of the period the limited partnership admits at least one

limited partner.