Okla. Stat. tit. 54, § 54-500-803A
This is the official text of Okla. Stat. tit. 54, § 54-500-803A, part of Oklahoma’s Stat. tit. 54, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 54,." Browse the sections below, each linked to its official government source.
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Winding up
Official statutory text
WINDING UP.
(a) A limited partnership continues after dissolution only for
the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state
that the limited partnership is dissolved, preserve the limited
partnership business or property as a going concern for a reasonable
time, prosecute and defend actions and proceedings, whether civil,
criminal, or administrative, transfer the limited partnership’s
Oklahoma Statutes - Title 54. Partnership Page 126
property, settle disputes by mediation or arbitration, file a
statement of cessation as provided in Section 21 of this act, and
perform other necessary acts; and
(2) shall discharge the limited partnership’s liabilities,
settle and close the limited partnership’s activities, and marshal
and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general
partner, a person to wind up the dissolved limited partnership’s
activities may be appointed by the consent of limited partners
owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective. A person
appointed under this subsection:
(1) has the powers of a general partner under Section 66 of
this act; and
(2) shall promptly amend the certificate of limited partnership
to state:
(A) that the limited partnership does not have a general
partner;
(B) the name of the person that has been appointed to wind
up the limited partnership; and
(C) the street and mailing address of the person.
(d) On the application of any partner, the district court may
order judicial supervision of the winding up, including the
appointment of a person to wind up the dissolved limited
partnership’s activities, if:
(1) a limited partnership does not have a general partner and
within a reasonable time following the dissolution no person has
been appointed pursuant to subsection (c) of this section; or
(2) the applicant establishes other good cause.
(a) A limited partnership continues after dissolution only for
the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state
that the limited partnership is dissolved, preserve the limited
partnership business or property as a going concern for a reasonable
time, prosecute and defend actions and proceedings, whether civil,
criminal, or administrative, transfer the limited partnership’s
Oklahoma Statutes - Title 54. Partnership Page 126
property, settle disputes by mediation or arbitration, file a
statement of cessation as provided in Section 21 of this act, and
perform other necessary acts; and
(2) shall discharge the limited partnership’s liabilities,
settle and close the limited partnership’s activities, and marshal
and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general
partner, a person to wind up the dissolved limited partnership’s
activities may be appointed by the consent of limited partners
owning a majority of the rights to receive distributions as limited
partners at the time the consent is to be effective. A person
appointed under this subsection:
(1) has the powers of a general partner under Section 66 of
this act; and
(2) shall promptly amend the certificate of limited partnership
to state:
(A) that the limited partnership does not have a general
partner;
(B) the name of the person that has been appointed to wind
up the limited partnership; and
(C) the street and mailing address of the person.
(d) On the application of any partner, the district court may
order judicial supervision of the winding up, including the
appointment of a person to wind up the dissolved limited
partnership’s activities, if:
(1) a limited partnership does not have a general partner and
within a reasonable time following the dissolution no person has
been appointed pursuant to subsection (c) of this section; or
(2) the applicant establishes other good cause.
Status: in_force · Read it on the official government site
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