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 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:
(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.
Added by Laws 2010, c. 384, § 65, eff. Jan. 1, 2011.
Structure Oklahoma Statutes
§54-1-102. Knowledge and Notice.
§54-1-103. Effect of Partnership Agreement; Nonwaivable Provisions.
§54-1-104. Supplemental Principles of Law.
§54-1-105. Execution, filing, and recording of statements.
§54-1-107. Partnership subject to amendment or repeal of act.
§54-1-201. Partnership as entity.
§54-1-202. Formation of Partnership.
§54-1-203. Partnership Property.
§54-1-204. When Property is Partnership Property.
§54-1-301. Partner Agent of Partnership.
§54-1-302. Transfer of Partnership Property.
§54-1-303. Statement of Partnership Authority.
§54-1-304. Statement of Denial.
§54-1-305. Partnership Liable for Partner's Actionable Conduct.
§54-1-306. Partner's liability.
§54-1-307. Actions By and Against Partnership and Partners.
§54-1-308. Liability of Purported Partner.
§54-1-309. Security for Payment of Claims.
§54-1-401. Partner's Rights and Duties.
§54-1-402. Distributions in Kind.
§54-1-403. Partner's Rights and Duties with Respect to Information.
§54-1-404. General Standards of Partner's Conduct.
§54-1-405. Actions by Partnership and Partners.
§54-1-406. Continuation of Partnership beyond Definite Term or Particular Undertaking.
§54-1-501. Partner not Co-owner of Partnership Property.
§54-1-502. Partner's Transferable Interest in Partnership.
§54-1-503. Transfer of Partner's Transferable Interest.
§54-1-504. Partner's Transferable Interest Subject to Charging Order.
§54-1-601. Events Causing Partner's Dissociation.
§54-1-602. Partner's Power to Dissociate; Wrongful Dissociation.
§54-1-603. Effect of Partner's Dissociation.
§54-1-701. Purchase of Dissociated Partner's Interest.
§54-1-702. Dissociated Partner's Power to Bind and Liability to Partnership.
§54-1-703. Dissociated Partner's Liability to Other Persons.
§54-1-704. Statement of Dissociation.
§54-1-705. Continued Use of Partnership Name.
§54-1-801. Events Causing Dissolution and Winding Up of Partnership Business.
§54-1-802. Partnership Continues After Dissolution.
§54-1-803. Right to Wind Up Partnership Business.
§54-1-804. Partner's Power to Bind Partnership After Dissolution.
§54-1-805. Statement of Dissolution.
§54-1-806. Partner's Liability to Other Partners After Dissolution.
§54-1-807. Settlement of Accounts and Contributions Among Partners.
§54-1-903. Filings Required for Conversion - Effective Date.
§54-1-904. Effect of conversion - Entity unchanged.
§54-1-905. Merger of Partnerships.
§54-1-907. Statement of Merger.
§54-1-909. Personal liability of partner of converting or constituent partnership - Consent.
§54-1-1001. Nature and purpose - Statement of qualification.
§54-1-1101. Law Governing Foreign Limited Liability Partnership.
§54-1-1102. Statement Of Foreign Qualification.
§54-1-1103. Effect Of Failure To Qualify.
§54-1-1104. Activities Not Constituting Transacting Business.
§54-1-1105. Action By Attorney General.
§54-1-1201. Uniformity of Application and Construction.
§54-81. Certificate where fictitious name used - Filing - Exemption.
§54-84. Amended certificate to be filed, when.
§54-84.1. Certificate of cancellation of fictitious name.
§54-500-103A. Knowledge and notice.
§54-500-104A. Nature, purpose, and duration of entity.
§54-500-107A. Supplemental principles of law - Rate of interest.
§54-500-109A. Reservation of name.
§54-500-110A. Effect of partnership agreement - Nonwaivable provision.
§54-500-111A. Required information.
§54-500-112A. Business transactions of partner with partnership.
§54-500-114A. Office and agent for service of process.
§54-500-115A. Change of designated office or agent for service of process.
§54-500-116A. Resignation of agent for service of process.
§54-500-117A. Service of process.
§54-500-118A. Consent and proxies of partners.
§54-500-201A. Formation of limited partnership - Certificate of limited partnership.
§54-500-202A. Amendment or restatement of certificate.
§54-500-203A. Statement of cessation.
§54-500-204A. Signing of records.
§54-500-205A. Signing and filing pursuant to judicial order.
§54-500-207A. Correcting filed record.
§54-500-208A. Liability for false information in filed record.
§54-500-209A. Certificate of good standing.
§54-500-210A. Annual certificate for Secretary of State.
§54-500-301A. Becoming limited partner.
§54-500-302A. No right or power as limited partner to bind limited partnership.
§54-500-303A. No liability as limited partner for limited partnership obligations.
§54-500-304A. Right of limited partner and former limited partner to information.
§54-500-305A. Limited duties of limited partners.
§54-500-306A. Person erroneously believing self to be limited partner.
§54-500-401A. Becoming general partner.
§54-500-402A. General partner agent of limited partnership.
§54-500-403A. Limited partnership liable for general partner's actionable conduct.
§54-500-404A. General partner's liability.
§54-500-405A. Actions by and against partnership and partners.
§54-500-406A. Management rights of general partner.
§54-500-407A. Right of general partner and former general partner to information.
§54-500-408A. General standards of general partner's conduct.
§54-500-501A. Form of contribution.
§54-500-502A. Liability for contribution.
§54-500-503A. Sharing of distributions.
§54-500-504A. Interim distributions.
§54-500-505A. No distribution on account of dissociation.
§54-500-506A. Distribution in kind.
§54-500-507A. Right to distribution.
§54-500-508A. Limitations on distribution.
§54-500-509A. Liability for improper distributions.
§54-500-601A. Dissociation as limited partner.
§54-500-602A. Effect of dissociation as limited partner.
§54-500-603A. Dissociation as general partner.
§54-500-604A. Person's power to dissociate as general partner - Wrongful dissociation.
§54-500-605A. Effect of dissociation as general partner.
§54-500-607A. Liability to other persons of person dissociated as general partner.
§54-500-701A. Partner's transferable interest.
§54-500-702A. Transfer of partner's transferable interest.
§54-500-703A. Rights of creditor of partner or transferee.
§54-500-704A. Power of estate of deceased partner.
§54-500-801A. Nonjudicial dissolution.
§54-500-802A. Judicial dissolution.
§54-500-806A. Known claims against dissolved limited partnership.
§54-500-807A. Other claims against dissolved limited partnership.
§54-500-809A. Cessation of good standing.
§54-500-810A. Reinstatement after cessation of good standing.
§54-500-811A. Appeal from denial of reinstatement.
§54-500-812A. Disposition of assets - When contributions required.
§54-500-902A. Application for certificate of authority.
§54-500-903A. Activities not constituting transacting business.
§54-500-904A. Filing of certificate of authority.
§54-500-905A. Noncomplying name of foreign limited partnership.
§54-500-906A. Revocation of certificate of authority.
§54-500-907A. Cancellation of certificate of authority - Effect of failure to have certificate.
§54-500-908A. Action by Attorney General.
§54-500-1001A. Direct action by partner.
§54-500-1002A. Derivative action.
§54-500-1003A. Proper plaintiff.
§54-500-1005A. Proceeds and expenses.
§54-500-1103A. Action on plan of conversion by converting limited partnership.
§54-500-1104A. Filings required for conversion - Effective date.
§54-500-1105A. Effect of conversion.
§54-500-1107A. Action on plan of merger by constituent limited partnership.
§54-500-1108A. Filings required for merger - Effective date.
§54-500-1109A. Effect of merger.
§54-500-1110A. Restrictions on approval of conversions and mergers and on relinquishing LLP Status.
§54-500-1111A. Liability of general partner after conversion or merger.
§54-500-1113A. Article not exclusive.
§54-500-1201A. Uniformity of application and construction.
§54-500-1202A. Relation to electronic signatures in Global and National Commerce Act.