{"data":{"id":"us-ok/okla.-stat.-tit.-54-54-500-803a","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 54, § 54-500-803A","heading":"Winding up","body":"WINDING UP.\n\n(a) A limited partnership continues after dissolution only for\n\nthe purpose of winding up its activities.\n\n(b) In winding up its activities, the limited partnership:\n\n(1) may amend its certificate of limited partnership to state\n\nthat the limited partnership is dissolved, preserve the limited\n\npartnership business or property as a going concern for a reasonable\n\ntime, prosecute and defend actions and proceedings, whether civil,\n\ncriminal, or administrative, transfer the limited partnership’s\n\nproperty, settle disputes by mediation or arbitration, file a\n\nstatement of cessation as provided in Section 21 of this act, and\n\nperform other necessary acts; and\n\n(2) shall discharge the limited partnership’s liabilities,\n\nsettle and close the limited partnership’s activities, and marshal\n\nand distribute the assets of the partnership.\n\n(c) If a dissolved limited partnership does not have a general\n\npartner, a person to wind up the dissolved limited partnership’s\n\nactivities may be appointed by the consent of limited partners\n\nowning a majority of the rights to receive distributions as limited\n\npartners at the time the consent is to be effective. A person\n\nappointed under this subsection:\n\n(1) has the powers of a general partner under Section 66 of\n\nthis act; and\n\n(2) shall promptly amend the certificate of limited partnership\n\nto state:\n\n(A) that the limited partnership does not have a general\n\npartner;\n\n(B) the name of the person that has been appointed to wind\n\nup the limited partnership; and\n\n(C) the street and mailing address of the person.\n\n(d) On the application of any partner, the district court may\n\norder judicial supervision of the winding up, including the\n\nappointment of a person to wind up the dissolved limited\n\npartnership’s activities, if:\n\n(1) a limited partnership does not have a general partner and\n\nwithin a reasonable time following the dissolution no person has\n\nbeen appointed pursuant to subsection (c) of this section; or\n\n(2) the applicant establishes other good cause.","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":"555693ebc5913ff70d3a04ad67ae031cd3936ab28ea27b5dd67a09a642308bc5","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-54-54-500-802a","next":"us-ok/okla.-stat.-tit.-54-54-500-804a"},"notice":"GroundRules: Original legal text. Not legal advice."}