{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-603a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-603A","heading":"Dissociation as general partner","body":"DISSOCIATION AS GENERAL PARTNER.\n\nA person is dissociated from a limited partnership as a general\n\npartner 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 general 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 general partner;\n\n(3) the person’s expulsion as a general partner pursuant to the\n\npartnership agreement;\n\n(4) the person’s expulsion as a general 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 general partner;\n\n(B) there has been a transfer of all or substantially all\n\nof the person’s transferable interest in the limited\n\npartnership, other than a transfer for security\n\npurposes, or a court order charging the person’s\n\ninterest, which has not 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as a general partner because\n\nit has filed a certificate of dissolution or the\n\nequivalent, its charter has been revoked, or its right\n\nto conduct business has been suspended by the\n\njurisdiction of its incorporation, there is no\n\nrevocation of the certificate of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 general partner by judicial determination because:\n\n(A) the person engaged in wrongful conduct that adversely\n\nand materially affected the limited partnership\n\nactivities;\n\n(B) the person willfully or persistently committed a\n\nmaterial breach of the partnership agreement or of a\n\nduty owed to the partnership or the other partners\n\nunder Section 42 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 of the limited\n\npartnership with the person as a general partner;\n\n(6) the person’s:\n\n(A) becoming a debtor in bankruptcy;\n\n(B) execution of an assignment for the benefit of\n\ncreditors;\n\n(C) seeking, consenting to, or acquiescing in the\n\nappointment of a trustee, receiver, or liquidator of\n\nthe person or of all or substantially all of the\n\nperson’s property; or\n\n(D) failure, within ninety (90) days after the\n\nappointment, to have vacated or stayed the appointment\n\nof a trustee, receiver, or liquidator of the general\n\npartner or of all or substantially all of the person’s\n\nproperty obtained without the person’s consent or\n\nacquiescence, or failing within ninety (90) days after\n\nthe expiration of a stay to have the appointment\n\nvacated;\n\n(7) in the case of a person who is an individual:\n\n(A) the person’s death;\n\n(B) the appointment of a guardian or general conservator\n\nfor the person; or\n\n(C) a judicial determination that the person has otherwise\n\nbecome incapable of performing the person’s duties as\n\na general partner under the partnership agreement;\n\n(8) in the case of a person that is a trust or is acting as a\n\ngeneral 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(9) in the case of a person that is an estate or is acting as a\n\ngeneral 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;\ned partnership, but not merely by reason of the substitution of\n\na successor trustee;\n\n(9) in the case of a person that is an estate or is acting as a\n\ngeneral 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(10) termination of a general partner that is not an\n\nindividual, partnership, limited liability company, corporation,\n\ntrust, or estate; or\n\n(11) 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\ngeneral 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":"4de2860bd1770b25a9d90a192ab9ffc9a9aeaf520b5b5378bbf406cfe57a1d8b","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-602a","next":"us-ok/okla.-stat.-tit.-54-54-500-604a"},"notice":"GroundRules: Original legal text. Not legal advice."}