reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-1021. Registered office in state - Principal office or place of business in state.

REGISTERED OFFICE IN STATE; PRINCIPAL OFFICE
OR PLACE OF BUSINESS IN STATE
A. Every corporation shall have and maintain in this state a registered office which may, but need not be, the same as its place of business.
B. Whenever the term "corporation's principal office or place of business in this state" or "principal office or place of business of the corporation in this state", or other term of like import, is or has been used in a corporation's certificate of incorporation, or in any other document, or in any statute, it shall be deemed to mean and refer to, unless the context indicates otherwise, the corporation's registered office required by this section. It shall not be necessary for any corporation to amend its certificate of incorporation or any other document to comply with the provisions of this section.
C. As contained in any certificate of incorporation or other document filed with the Secretary of State under this title, the address of a registered office shall include the street, number, city, state and postal code.
Added by Laws 1986, c. 292, § 21, eff. Nov. 1, 1986. Amended by Laws 2017, c. 323, § 4, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1023. Change of location of registered office; change of registered agent.

CHANGE OF LOCATION OF REGISTERED OFFICE;
CHANGE OF REGISTERED AGENT
Any corporation, by resolution of its board of directors, may change the location of its registered office in this state to any other place in this state. By like resolution, the registered agent of a corporation may be changed to any other person or corporation, including itself. In either such case, the resolution shall be as detailed in its statement as is required by the provisions of paragraph 2 of subsection A of Section 1006 of this title. Upon the adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed in accordance with the provisions of Section 1007 of this title.
Added by Laws 1986, c. 292, § 23, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 3, operative Nov. 1, 1987; Laws 1990, c. 328, § 3, eff. Sept. 1, 1990.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1024. Change of address or name of registered agent.

CHANGE OF ADDRESS OR NAME OF REGISTERED AGENT
A. A registered agent may change the address of the registered office of the corporation or corporations for which he or she is the registered agent to another address in this state by filing with the Secretary of State a certificate in the name of each affected corporation, executed and acknowledged by the registered agent, setting forth the address at which the registered agent has maintained the registered office, and further certifying to the new address to which the registered office will be changed on a given day, and at which new address the registered agent will thereafter maintain the registered office. Thereafter, or until further change of address, as authorized by law, the registered office in this state shall be located at the new address of the registered agent thereof as given in the certificate.
B. In the event of a change of name of any person or corporation acting as registered agent in this state, the registered agent shall file with the Secretary of State a certificate in the name of each affected, executed and acknowledged by the registered agent, setting forth the new name of the registered agent, the name of the registered agent before it was changed, and the address at which the registered agent has maintained the registered office for the affected corporation. A change of name of any person or corporation acting as registered agent as a result of a merger or consolidation of the registered agent, with or into another person or corporation which succeeds to its assets by operation of law, shall be deemed a change of name for purposes of this section.
Added by Laws 1986, c. 292, § 24, eff. Nov. 1, 1986. Amended by Laws 1999, c. 421, § 8, eff. Nov. 1, 1999; Laws 2008, c. 253, § 3.
NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
2023 Oklahoma Statutes › Title 18. Corporations › §18-1025. Resignation of Registered Agent Coupled with Appointment of Successor.

RESIGNATION OF REGISTERED AGENT COUPLED
WITH APPOINTMENT OF SUCCESSOR
The registered agent of one or more corporations may resign and appoint a successor registered agent by filing in the name of each affected corporation a certificate with the Secretary of State stating the name and address of the successor agent, in accordance with the provisions of paragraph 2 of subsection A of Section 1006 of this title. There shall be attached to the certificate a statement of the affected corporation ratifying and approving such change of registered agent. The statement shall be executed and acknowledged in accordance with the provisions of Section 1007 of this title. Upon the filing, the successor registered agent becomes the registered agent of each corporation that has ratified and approved each substitution and the successor registered agent’s address, as stated in each certificate, becomes the address of each such corporation’s registered office in this state. The Secretary of State shall then issue his or her certificate that the successor registered agent has become the registered agent of the corporations so ratifying and approving the change, and setting out the names of such corporations.
Added by Laws 1986, c. 292, § 25, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, § 6, eff. Nov. 1, 2004.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1026. Resignation of registered agent not coupled with appointment of successor; absence of registered agent.

RESIGNATION OF REGISTERED AGENT NOT COUPLED
WITH APPOINTMENT OF SUCCESSOR; ABSENCE OF REGISTERED AGENT
A. The registered agent of one or more corporations may resign without appointing a successor by filing in the name of each affected corporation a certificate of resignation with the Secretary of State; but a resignation shall not become effective until thirty (30) days after each certificate is filed. The certificate shall:
1. Be acknowledged by the registered agent;
2. Contain a statement that written notice of resignation was given to the corporation at least thirty (30) days prior to the filing of the certificate by mailing or delivering the notice to the corporation at its address last known to the registered agent and specify such address therein; and
3. Set forth the date the notice was mailed.
B. 1. After receipt of the notice of the resignation of its registered agent provided for in subsection A of this section, the corporation for which the registered agent was acting may obtain and designate a new registered agent in the same manner as provided for in Section 1023 of this title for a change of registered agent.
2. If a domestic corporation fails to obtain and designate a new registered agent prior to the expiration of the period of thirty (30) days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall be deemed to be the registered agent of such corporation until a new registered agent is designated. The Office of the Secretary of State shall charge the fee prescribed by Section 1142 of this title for acting as registered agent.
C. After the resignation of a registered agent has become effective, if no new registered agent has been obtained and designated in the time and manner required, service of legal process against the corporation for which the resigned registered agent had been acting shall be upon the Secretary of State as provided in Section 2004 of Title 12 of the Oklahoma Statutes.
Added by Laws 1986, c. 292, § 26, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 6, eff. Nov. 1, 1988; Laws 1991, c. 331, § 55, eff. Sept. 1, 1991; Laws 1998, c. 422, § 3, eff. Nov. 1, 1998.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1028. Officers - Titles, Duties, Selection, Term - Failure to Elect - Vacancies.

OFFICERS; TITLES, DUTIES, SELECTION, TERM;
FAILURE TO ELECT; VACANCIES
A. Every corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with the provisions of paragraph 2 of subsection A of Section 7 and Section 39 of this act. One of the officers shall have the duty to record the proceedings of the meetings of the shareholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the certificate of incorporation or bylaws provide otherwise.
B. Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.
C. The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.
D. A failure to elect officers shall not dissolve or otherwise affect the corporation.
E. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.
Added by Laws 1986, c. 292, § 28, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1029. Loans to Employees and Officers - Guaranty of Obligations of Employees and Officers.

LOANS TO EMPLOYEES AND OFFICERS; GUARANTY OF OBLIGATIONS
OF EMPLOYEES AND OFFICERS
Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be construed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.
Added by Laws 1986, c. 292, § 29, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1030. Interested Directors - Quorum.

INTERESTED DIRECTORS; QUORUM
A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
1. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
2. The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or
3. The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.
B. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
Added by Laws 1986, c. 292, § 30, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1033. Issuance of stock, lawful consideration - Fully paid stock.

ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK
A. The consideration, as determined pursuant to the provisions of subsections A and B of Section 1034 of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation, or any combination thereof, except for services to be performed. The resolution authorizing the issuance of capital stock may provide that any stock to be issued pursuant to such resolution may be issued in one or more transactions in such numbers and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person or body including the corporation, provided the resolution fixes a maximum number of shares that may be issued pursuant to such resolution, a time period during which such shares may be issued and a minimum amount of consideration for which such shares may be issued. The board of directors may determine the amount of consideration for which shares may be issued by setting a minimum amount of consideration or by approving a formula by which the amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of the authorized consideration.
B. The provisions of subsection A of this section shall not be construed to prevent the board of directors from issuing partly paid shares in accordance with the provisions of Section 1037 of this title.
Added by Laws 1986, c. 292, § 33, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 5; Laws 2017, c. 323, § 7, eff. Nov. 1, 2017; Laws 2021, c. 51, § 4, eff. Nov. 1, 2021.
NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
2023 Oklahoma Statutes › Title 18. Corporations › §18-1034. Consideration for Stock.

CONSIDERATION FOR STOCK
A. Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as is determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.
B. Shares of stock without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.
C. Treasury shares may be disposed of by the corporation for such consideration as may be determined from time to time by the board of directors, or by the shareholders if the certificate of incorporation so provides.
D. If the certificate of incorporation reserves to the shareholders the right to determine the consideration for the issue of any shares, the shareholders, unless the certificate requires a greater vote, shall do so by a vote of a majority of the outstanding stock entitled to vote thereon.
Added by Laws 1986, c. 292, § 34, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1035. Determination of amount of capital - Capital, surplus and net assets defined.

DETERMINATION OF AMOUNT OF CAPITAL; CAPITAL,
SURPLUS AND NET ASSETS DEFINED
Any corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock which it shall issue from time to time shall be capital; but, in case any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined, at the time of issue of any shares of the capital stock of the corporation issued for cash or within sixty (60) days after the issue of any shares of the capital stock of the corporation issued for consideration other than cash, what part of the consideration for such shares shall be capital, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. The excess, if any, at any given time, of the net assets of the corporation over the amount so determined to be capital shall be surplus. "Net assets" means the amount by which total assets exceed total liabilities. Capital and surplus are not liabilities for this purpose. Notwithstanding anything in this section to the contrary, for purposes of this section and Sections 1041 and 1049 of this title, the capital of any nonstock corporation shall be deemed to be zero.
Added by Laws 1986, c. 292, § 35, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 6; Laws 2019, c. 88, § 7, eff. Nov. 1, 2019.
NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
2023 Oklahoma Statutes › Title 18. Corporations › §18-1036. Fractions of Shares.

FRACTIONS OF SHARES
A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall:
1. arrange for the disposition of fractional interests by those entitled thereto; or
2. pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or
3. issue scrip or warrants in registered form (either represented by a certificate or be uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share.
A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.
Added by Laws 1986, c. 292, § 36, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1037. Partly paid shares.

PARTLY PAID SHARES
Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated and the corporation shall comply with applicable provisions of Section 8-209 of Title 12A of the Oklahoma Statutes. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
Added by Laws 1986, c. 292, § 37, eff. Nov. 1, 1986. Amended by Laws 1999, c. 141, § 3, eff. Nov. 1, 1999.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1039. Stock certificates – Uncertificated shares.

STOCK CERTIFICATES; UNCERTIFICATED SHARES
The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any two authorized officers of the corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. A corporation shall not have the power to issue a certificate in bearer form.
Added by Laws 1986, c. 292, § 39, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, § 9, eff. Nov. 1, 2004; Laws 2008, c. 253, § 8; Laws 2017, c. 323, § 8, eff. Nov. 1, 2017.
NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).
2023 Oklahoma Statutes › Title 18. Corporations › §18-1040. Shares of Stock - Personal Property, Transfer and Taxation.

SHARES OF STOCK; PERSONAL PROPERTY, TRANSFER AND TAXATION
The shares of stock in every corporation shall be deemed personal property and transferable as provided for in the Uniform Commercial Code - Investment Securities. No stock or bonds issued by any corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall be taxed by this state when the same shall be owned by nonresidents of this state or by foreign corporations.
Added by Laws 1986, c. 292, § 40, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1042. Issuance of Additional Stock - When and by Whom.

ISSUANCE OF ADDITIONAL STOCK; WHEN AND BY WHOM
The directors, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, may issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its certificate of incorporation.
Added by Laws 1986, c. 292, § 42, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1043. Liability of Shareholder or Subscriber for Stock not Paid in Full.

LIABILITY OF SHAREHOLDER OR SUBSCRIBER
FOR STOCK NOT PAID IN FULL
A. When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for such shares shall be bound to pay on each share held or subscribed for by him the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or to be issued by the corporation.
B. The amounts which shall be payable as provided in subsection A of this section may be recovered as provided for in Section 124 of this act, after a writ of execution against the corporation has been returned unsatisfied as provided for in that section.
C. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor.
D. No person holding shares in any corporation as collateral security shall be personally liable as a shareholder but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a shareholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be liable.
E. No liability under the provisions of this section or under the provisions of Section 124 of this act shall be asserted more than six (6) years after the issuance of the stock or the date of the subscription upon which the assessment is sought.
F. In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under the provisions of this section, any shareholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.
Added by Laws 1986, c. 292, § 43, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1044. Payment for Stock Not Paid in Full.

PAYMENT FOR STOCK NOT PAID IN FULL
The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. The directors, from time to time, may demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business, in the judgment of the board of directors, may require, not exceeding in the whole the balance remaining unpaid on such stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give written notice of the time and place of such payments, which notice shall be mailed at least thirty (30) days before the time for such payment, to each holder of or subscriber for stock which is not fully paid at his last-known post office address.
Added by Laws 1986, c. 292, § 44, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1045. Failure to Pay for Stock - Remedies.

FAILURE TO PAY FOR STOCK; REMEDIES
When any shareholder fails to pay any installment or call upon his stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining unpaid, from the said shareholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent shareholder as will pay all demands then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement at least one (1) week before the sale, in a newspaper of the county in this state where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent shareholder at his last-known post office address, at least twenty (20) days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within one (1) year from the date of the bringing of such action at law, said stock and the amount previously paid in by the delinquent shareholder on the stock shall be forfeited to the corporation.
Added by Laws 1986, c. 292, § 45, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1046. Revocability of Pre-Incorporation Subscriptions.

REVOCABILITY OF PRE-INCORPORATION SUBSCRIPTIONS
Unless otherwise provided for by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of six (6) months from its date.
Added by Laws 1986, c. 292, § 46, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1047. Formalities Required of Stock Subscriptions.

FORMALITIES REQUIRED OF STOCK SUBSCRIPTIONS
A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by his agent.
Added by Laws 1986, c. 292, § 47, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1048. Situs of Ownership of Stock.

SITUS OF OWNERSHIP OF STOCK
For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this state, whether organized in accordance with the provisions of the Oklahoma General Corporation Act or otherwise, shall be regarded as in this state.
Added by Laws 1986, c. 292, § 48, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1049. Dividends - Payment - Wasting asset corporations.

DIVIDENDS; PAYMENT; WASTING ASSET CORPORATIONS
A. The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock, either out of its surplus, as defined in and computed in accordance with the provisions of Sections 1035 and 1079 of this title, or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. If the capital of the corporation, computed in accordance with the provisions of Sections 1035 and 1079 of this title, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of the corporation shall not declare and pay out of the net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture, or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time the note, debenture, or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in this subsection from which the dividend could lawfully have been paid.
B. Subject to any restrictions contained in its certificate of incorporation, the directors of any corporation engaged in the exploitation of wasting assets including, but not limited to, a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets, may determine the net profits derived from the exploitation of wasting assets or the net proceeds derived from liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation, or exploitation.
Added by Laws 1986, c. 292, § 49, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, § 8, eff. Nov. 1, 1998; Laws 2001, c. 405, § 9, eff. Nov. 1, 2001; Laws 2019, c. 88, § 9, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1051. Liability of directors as to dividends or stock redemption.

LIABILITY OF DIRECTORS AS TO DIVIDENDS OR STOCK REDEMPTION
A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such officer's, employee's, committee's or other person's competence and who have been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed.
Added by Laws 1986, c. 292, § 51, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 9, eff. Nov. 1, 1988.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1052. Declaration and Payment of Dividends.

DECLARATION AND PAYMENT OF DIVIDENDS
No corporation shall pay dividends except in accordance with the provisions of the Oklahoma General Corporation Act. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock, the board of directors, by resolution, shall direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a split-up or division of its stock rather than as payment of a dividend declared payable in stock of the corporation.
Added by Laws 1986, c. 292, § 52, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1053. Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption - Exoneration from Liability - Contribution among Directors - Subrogation.

LIABILITY OF DIRECTORS FOR UNLAWFUL PAYMENT OF DIVIDEND OR UNLAWFUL
STOCK PURCHASE OR REDEMPTION; EXONERATION FROM LIABILITY;
CONTRIBUTION AMONG DIRECTORS; SUBROGATION
A. In case of any willful or negligent violation of the provisions of Sections 41 and 52 of this act, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within six (6) years after paying any unlawful dividend or after any unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may exonerate himself from such liability by causing his dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after he has notice of the same.
B. Any director against whom a claim is successfully asserted under the provisions of this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption.
C. Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by him as a result of such claim, to be subrogated to the rights of the corporation against shareholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful pursuant to the provisions of the Oklahoma General Corporation Act, in proportion to the amounts received by such shareholders respectively.
Added by Laws 1986, c. 292, § 53, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1054. Transfer of Stock, Stock Certificates and Uncertificated Stock.

TRANSFER OF STOCK, STOCK CERTIFICATES AND UNCERTIFICATED STOCK
Except as otherwise provided for in the Oklahoma General Corporation Act, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by the Uniform Commercial Code - Investment Securities. To the extent that any provision of the Oklahoma General Corporation Act is inconsistent with any provision of the Uniform Commercial Code - Investment Securities, the provisions of the Uniform Commercial Code - Investment Securities shall be controlling.
Added by Laws 1986, c. 292, § 54, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1059. Cumulative Voting.

CUMULATIVE VOTING
The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which, except for such provision as to cumulative voting, he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two (2) or more of them as he may see fit.
Added by Laws 1986, c. 292, § 59, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1061. Quorum and required vote for stock corporations.

QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS
Subject to the provisions of the Oklahoma General Corporation Act, in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares and/or the amount of other securities having voting power the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting, except that, where a separate vote by a class or series or classes or series is required, a quorum shall consist of no less than one-third (1/3) of the share of that class or series or classes or series. In the absence of such specification in the certificate of incorporation or bylaws of the corporation:
1. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of shareholders;
2. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders;
3. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and
4. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.
Added by Laws 1986, c. 292, § 61, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 11, eff. Nov. 1, 1988; Laws 1999, c. 421, § 11, eff. Nov. 1, 1999.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1062. Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.

VOTING RIGHTS OF FIDUCIARIES, PLEDGORS
AND JOINT OWNERS OF STOCK
A. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee, to vote thereon, in which case only the pledgee, or his proxy may represent such stock and vote thereon.
B. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
1. If only one (1) vote, his act binds all; or
2. If more than one (1) vote, the act of the majority so voting binds all; or
3. If more than one (1) vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the district court to appoint an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by such court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection shall be a majority or even-split in interest.
Added by Laws 1986, c. 292, § 62, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1066. Voting, Inspection and Other Rights of Bondholders and Debenture Holders.

VOTING, INSPECTION AND OTHER RIGHTS OF
BONDHOLDERS AND DEBENTURE HOLDERS
Every corporation, in its certificate of incorporation, may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the certificate of incorporation, and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the shareholders of the corporation have or may have by reason of the provisions of the Oklahoma General Corporation Act or of its certificate of incorporation. If the certificate of incorporation so provides, such holders of bonds, debentures or other obligations shall be deemed to be shareholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of the Oklahoma General Corporation Act which requires the vote of shareholders as a prerequisite to any corporate action and the certificate of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in paragraph 2 of subsection B of Section 77 of this act.
Added by Laws 1986, c. 292, § 66, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1067. Notice of meetings and adjourned meetings.

NOTICE OF MEETINGS AND ADJOURNED MEETINGS
A. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at the meetings, the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
B. Unless otherwise provided for in the Oklahoma General Corporation Act, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given, in the absence of fraud, shall be prima facie evidence of the facts stated therein.
C. When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which shareholders and proxyholders may be deemed to be present in person and vote at the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If after the adjournment a new record date for shareholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with subsection A of Section 1058 of this title, and shall give notice of the adjourned meeting to each shareholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
Added by Laws 1986, c. 292, § 67, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 13, eff. Nov. 1, 2001; Laws 2017, c. 323, § 16, eff. Nov. 1, 2017.