Okla. Stat. tit. 54, § 54-500-601A

DISSOCIATION AS LIMITED PARTNER.

(a) A person does not have a right to dissociate as a limited

partner before the cessation of the limited partnership.

(b) A person is dissociated from a limited partnership as a

limited partner upon the occurrence of any of the following events:

(1) the limited partnership’s having notice of the person’s

express will to withdraw as a limited partner or on a later date

specified by the person;

(2) an event agreed to in the partnership agreement as causing

the person’s dissociation as a limited partner;

(3) the person’s expulsion as a limited partner pursuant to the

partnership agreement;

(4) the person’s expulsion as a limited partner by the

unanimous consent of the other partners if:

(A) it is unlawful to carry on the limited partnership’s

activities with the person as a limited partner;

(B) there has been a transfer of all of the person’s

transferable interest in the limited partnership,

other than a transfer for security purposes, or a

court order charging the person’s interest, which has

not been foreclosed;

(C) the person is a corporation and, within ninety (90)

days after the limited partnership notifies the person

that it will be expelled as a limited partner because

Oklahoma Statutes - Title 54. Partnership Page 115

it has filed a certificate of dissolution or the

equivalent, its charter has been revoked, or its right

to conduct business has been suspended by the

jurisdiction of its incorporation, there is no

revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct

business; or

(D) the person is a limited liability company or

partnership that has been dissolved and whose business

is being wound up;

(5) on application by the limited partnership, the person’s

expulsion as a limited partner by judicial order because:

(A) the person engaged in wrongful conduct that adversely

and materially affected the limited partnership’s

activities;

(B) the person willfully or persistently committed a

material breach of the partnership agreement or of the

obligation of good faith and fair dealing under

subsection (b) of Section 33 of this act; or

(C) the person engaged in conduct relating to the limited

partnership’s activities which makes it not reasonably

practicable to carry on the activities with the person

as limited partner;

(6) in the case of a person who is an individual, the person’s

death;

(7) in the case of a person that is a trust or is acting as a

limited partner by virtue of being a trustee of a trust,

distribution of the trust’s entire transferable interest in the

limited partnership, but not merely by reason of the substitution of

a successor trustee;

(8) in the case of a person that is an estate or is acting as a

limited partner by virtue of being a personal representative of an

estate, distribution of the estate’s entire transferable interest in

the limited partnership, but not merely by reason of the

substitution of a successor personal representative;

(9) termination of a limited partner that is not an individual,

partnership, limited liability company, corporation, trust, or

estate;

(10) the limited partnership’s participation in a conversion or

merger under Article 11 of this act, if the limited partnership:

(A) is not the converted or surviving entity; or

(B) is the converted or surviving entity but, as a result

of the conversion or merger, the person ceases to be a

limited partner.