Okla. Stat. tit. 54, § 54-500-803A: Winding up

WINDING UP.

(a) A limited partnership continues after dissolution only for

the purpose of winding up its activities.

(b) In winding up its activities, the limited partnership:

(1) may amend its certificate of limited partnership to state

that the limited partnership is dissolved, preserve the limited

partnership business or property as a going concern for a reasonable

time, prosecute and defend actions and proceedings, whether civil,

criminal, or administrative, transfer the limited partnership’s

property, settle disputes by mediation or arbitration, file a

statement of cessation as provided in Section 21 of this act, and

perform other necessary acts; and

(2) shall discharge the limited partnership’s liabilities,

settle and close the limited partnership’s activities, and marshal

and distribute the assets of the partnership.

(c) If a dissolved limited partnership does not have a general

partner, a person to wind up the dissolved limited partnership’s

activities may be appointed by the consent of limited partners

owning a majority of the rights to receive distributions as limited

partners at the time the consent is to be effective. A person

appointed under this subsection:

(1) has the powers of a general partner under Section 66 of

this act; and

(2) shall promptly amend the certificate of limited partnership

to state:

(A) that the limited partnership does not have a general

partner;

(B) the name of the person that has been appointed to wind

up the limited partnership; and

(C) the street and mailing address of the person.

(d) On the application of any partner, the district court may

order judicial supervision of the winding up, including the

appointment of a person to wind up the dissolved limited

partnership’s activities, if:

(1) a limited partnership does not have a general partner and

within a reasonable time following the dissolution no person has

been appointed pursuant to subsection (c) of this section; or

(2) the applicant establishes other good cause.