Okla. Stat. tit. 54, § 54-1-801

Business.

Oklahoma Statutes - Title 54. Partnership Page 37

Events Causing Dissolution and Winding Up of Partnership

Business. A partnership is dissolved, and its business must be

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

(1) in a partnership at will, the partnership's having notice

from a partner, other than a partner who is dissociated under

paragraphs (2) through (10) of Section 32 of this act, of that

partner's express will to withdraw as a partner, or on a later date

specified by the partner;

(2) in a partnership for a definite term or particular

undertaking:

(i) within ninety (90) days after a partner's dissociation

by death or otherwise under paragraphs (6) through

(10) of Section 32 of this act or wrongful

dissociation under subsection (b) of Section 33 of

this act, the express will of at least half of the

remaining partners to wind up the partnership business

for which purpose a partner's rightful dissociation

pursuant to subparagraph (i) of paragraph (2) of

subsection (b) of Section 33 of this act constitutes

the expression of that partner's will to wind up the

partnership business;

(ii) the express will of all of the partners to wind up the

partnership business; or

(iii) the expiration of the term or the completion of the

undertaking;

(3) an event agreed to in the partnership agreement resulting

in the winding up of the partnership business;

(4) an event that makes it unlawful for all or substantially

all of the business of the partnership to be continued, but a cure

of illegality within ninety (90) days after notice to the

partnership of the event is effective retroactively to the date of

the event for purposes of this section;

(5) on application by a partner, a judicial determination that:

(i) the economic purpose of the partnership is likely to

be unreasonably frustrated;

(ii) another partner has engaged in conduct relating to the

partnership business which makes it not reasonably

practicable to carry on the business in partnership

with that partner; or

(iii) it is not otherwise reasonably practicable to carry on

the partnership business in conformity with the

partnership agreement; or

(6) on application by a transferee of a partner's transferable

interest, a judicial determination that it is equitable to wind up

the partnership business:

(i) after the expiration of the term or completion of the

undertaking, if the partnership was for a definite

Oklahoma Statutes - Title 54. Partnership Page 38

term or particular undertaking at the time of the

transfer or entry of the charging order that gave rise

to the transfer; or

(ii) at any time, if the partnership was a partnership at

will at the time of the transfer or entry of the

charging order that gave rise to the transfer.