{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-601a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-601A","heading":"Dissociation as limited partner","body":"DISSOCIATION AS LIMITED PARTNER.\n\n(a) A person does not have a right to dissociate as a limited\n\npartner before the cessation of the limited partnership.\n\n(b) A person is dissociated from a limited partnership as a\n\nlimited partner upon the occurrence of any of the following events:\n\n(1) the limited partnership’s having notice of the person’s\n\nexpress will to withdraw as a limited partner or on a later date\n\nspecified by the person;\n\n(2) an event agreed to in the partnership agreement as causing\n\nthe person’s dissociation as a limited partner;\n\n(3) the person’s expulsion as a limited partner pursuant to the\n\npartnership agreement;\n\n(4) the person’s expulsion as a limited partner by the\n\nunanimous consent of the other partners if:\n\n(A) it is unlawful to carry on the limited partnership’s\n\nactivities with the person as a limited partner;\n\n(B) there has been a transfer of all of the person’s\n\ntransferable interest in the limited partnership,\n\nother than a transfer for security purposes, or a\n\ncourt order charging the person’s interest, which has\n\nnot been foreclosed;\n\n(C) the person is a corporation and, within ninety (90)\n\ndays after the limited partnership notifies the person\n\nthat it will be expelled as a limited partner because\n\nit has filed a certificate of dissolution or the\n\nequivalent, its charter has been revoked, or its right\n\nto conduct business has been suspended by the\n\njurisdiction of its incorporation, there is no\n\nrevocation of the certificate of dissolution or no\n\nreinstatement of its charter or its right to conduct\n\nbusiness; or\n\n(D) the person is a limited liability company or\n\npartnership that has been dissolved and whose business\n\nis being wound up;\n\n(5) on application by the limited partnership, the person’s\n\nexpulsion as a limited partner by judicial order because:\n\n(A) the person engaged in wrongful conduct that adversely\n\nand materially affected the limited partnership’s\n\nactivities;\n\n(B) the person willfully or persistently committed a\n\nmaterial breach of the partnership agreement or of the\n\nobligation of good faith and fair dealing under\n\nsubsection (b) of Section 33 of this act; or\n\n(C) the person engaged in conduct relating to the limited\n\npartnership’s activities which makes it not reasonably\n\npracticable to carry on the activities with the person\n\nas limited partner;\n\n(6) in the case of a person who is an individual, the person’s\n\ndeath;\n\n(7) in the case of a person that is a trust or is acting as a\n\nlimited partner by virtue of being a trustee of a trust,\n\ndistribution of the trust’s entire transferable interest in the\n\nlimited partnership, but not merely by reason of the substitution of\n\na successor trustee;\n\n(8) in the case of a person that is an estate or is acting as a\n\nlimited partner by virtue of being a personal representative of an\n\nestate, distribution of the estate’s entire transferable interest in\n\nthe limited partnership, but not merely by reason of the\n\nsubstitution of a successor personal representative;\n\n(9) termination of a limited partner that is not an individual,\n\npartnership, limited liability company, corporation, trust, or\n\nestate;\n\n(10) the limited partnership’s participation in a conversion or\n\nmerger under Article 11 of this act, if the limited partnership:\n\n(A) is not the converted or surviving entity; or\n\n(B) is the converted or surviving entity but, as a result\n\nof the conversion or merger, the person ceases to be a\n\nlimited partner.","path":["OK Code","Title 54"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os54.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"b1ed218c3fbcfe5ad8ee93cb3ab4b447d314a073a5bef6587a6a4129884b21f1","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-509a","next":"us-ok/okla.-stat.-tit.-54-54-500-602a"},"notice":"GroundRules: Original legal text. Not legal advice."}