Can I Force a Business Partner Out: What Are Some Options in Oklahoma

If you’re in a situation where continuing to work with your partner is no longer possible, you may be wondering: Can I force them out of the business? In Oklahoma, the answer depends on your business structure, your governing documents, and the specific facts of the dispute. While you can’t always unilaterally remove a partner, you may have several legal options available.

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Review Your Partnership or Operating Agreement

The first place to look is your partnership agreement (for general or limited partnerships) or operating agreement (for LLCs). These agreements often include provisions for:

• Voluntary or involuntary withdrawal of a partner
• Buyout rights or formulas
• Grounds for expulsion
• Procedures for dispute resolution or mediation

If your agreement includes a buyout clause or a method for removal, follow that process carefully. Oklahoma courts will generally enforce valid agreements between partners.

If you don’t have a written agreement—or if it’s silent on removal—state statutes and common law will govern.

Judicial Expulsion Under Oklahoma Law

Under Oklahoma’s Uniform Partnership Act and Oklahoma Limited Liability Company Act, courts may intervene in certain situations. You may petition a court to remove or dissolve a partner if they have:

• Engaged in wrongful conduct or misconduct
• Breached the partnership or operating agreement
• Willfully acted in a way that harms the business
• Become incapable of fulfilling their duties

In an LLC, for example, you may file a petition under 18 O.S. § 2038 to seek judicial expulsion of a member for wrongful conduct or if continuing with that member is no longer practicable.

Negotiated Buyouts

In many cases, the most practical solution is to negotiate a buyout. You or the business may offer to purchase the partner’s interest at fair market value or according to an agreed valuation formula. This approach avoids litigation and enables both parties to move forward.

If no agreement can be reached, mediation may be a helpful option. Courts often favor negotiated solutions before intervening in the ownership structure of a private business.

Dissolution as a Last Resort

If your partnership is completely deadlocked and no agreement can be reached, dissolving the business may be the only viable option. This involves winding down operations, settling debts, and distributing remaining assets.

While this is not ideal, it may be necessary when partners can no longer trust or cooperate with one another and no removal or buyout mechanism is in place.

Speak With an Oklahoma Business Dispute Attorney

We help business owners across Oklahoma resolve partnership disputes, enforce agreements, and protect their interests. If you’re in conflict with a business partner or are hoping to force them out and need legal options, call a Tulsa business attorney at Kania Law Office today at 918.943.2233, or if you would like to ask a free online business law question, follow this link.