Okla. Stat. tit. 54, § 54-500-603A

DISSOCIATION AS GENERAL PARTNER.

A person is dissociated from a limited partnership as a general

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 general 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 general partner;

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

partnership agreement;

(4) the person’s expulsion as a general 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 general partner;

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(B) there has been a transfer of all or substantially 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 general partner because

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equivalent, its charter has been revoked, or its right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 general partner by judicial determination because:

(A) the person engaged in wrongful conduct that adversely

and materially affected the limited partnership

activities;

(B) the person willfully or persistently committed a

material breach of the partnership agreement or of a

duty owed to the partnership or the other partners

under Section 42 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 of the limited

partnership with the person as a general partner;

(6) the person’s:

(A) becoming a debtor in bankruptcy;

(B) execution of an assignment for the benefit of

creditors;

(C) seeking, consenting to, or acquiescing in the

appointment of a trustee, receiver, or liquidator of

the person or of all or substantially all of the

person’s property; or

(D) failure, within ninety (90) days after the

appointment, to have vacated or stayed the appointment

of a trustee, receiver, or liquidator of the general

partner or of all or substantially all of the person’s

property obtained without the person’s consent or

acquiescence, or failing within ninety (90) days after

the expiration of a stay to have the appointment

vacated;

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(7) in the case of a person who is an individual:

(A) the person’s death;

(B) the appointment of a guardian or general conservator

for the person; or

(C) a judicial determination that the person has otherwise

become incapable of performing the person’s duties as

a general partner under the partnership agreement;

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

general 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;

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

general 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;
ed partnership, but not merely by reason of the substitution of

a successor trustee;

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

general 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;

(10) termination of a general partner that is not an

individual, partnership, limited liability company, corporation,

trust, or estate; or

(11) 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

general partner.