reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-1068. Vacancies and newly created directorships.

VACANCIES AND NEWLY CREATED DIRECTORSHIPS
A. 1. Unless otherwise provided in the certificate of incorporation or bylaws:
a.
vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and
b.
whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
2. If at any time, by reason of death or resignation or other cause, a corporation should have no directors in office, then any officer or any shareholder or an executor, administrator, trustee or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of shareholders in accordance with the provisions of the certificate of incorporation or the bylaws, or may apply to the district court for a decree summarily ordering an election as provided for in Sections 1056 and 1060 of this title.
B. In the case of a corporation the directors of which are divided into classes, any directors chosen under subsection A of this section shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified.
C. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board, as constituted immediately prior to any such increase, the district court, upon application of any shareholder or shareholders holding at least ten percent (10%) of the voting stock at the time outstanding having the right to vote for such directors, may summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office, which election shall be governed by the provisions of Sections 1056 and 1060 of this title as far as applicable.
D. Unless otherwise provided in the certificate of incorporation or bylaws, when one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided for in this section in the filling of other vacancies.
Added by Laws 1986, c. 292, § 68, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, § 15, eff. Nov. 1, 2004; Laws 2017, c. 323, § 17, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1069. Form of records.

FORM OF RECORDS
Any records administered by or on behalf of a corporation in the regular course of its business including its stock ledger, books of account and minute books may be kept on, or by means of, or be in the form of, any information storage device, method or one or more electronic networks or databases including one or more distributed electronic networks or databases; provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of shareholders specified in Sections 1064 and 1065 of this title, (ii) record the information specified in Sections 1037, 1040 and 1063, and subsection A of Section 1062 of this title, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect the records pursuant to any provision of the Oklahoma General Corporation Act. Where records are kept in the manner, a clearly legible paper form prepared from or by means of the information storage device, method shall be admissible in evidence and shall be accepted for all other purposes, to the same extent as an original paper record of the same information would have been, when the paper form accurately portrays the record.
Added by Laws 1986, c. 292, § 69, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 14, eff. Nov. 1, 2001; Laws 2021, c. 51, § 8, eff. Nov. 1, 2021.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1071. Appointment of custodian or receiver of corporation on deadlock or for other cause.

APPOINTMENT OF CUSTODIAN OR RECEIVER OF CORPORATION
ON DEADLOCK OR FOR OTHER CAUSE
A. The district court, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of and for any corporation when:
1. At any meeting held for the election of directors the shareholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors;
2. The business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the shareholders are unable to terminate this division; or
3. The corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.
B. A custodian appointed pursuant to the provisions of this section shall have all the powers and title of a receiver appointed by the court under applicable law, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the court shall otherwise order and except in cases arising pursuant to paragraph 3 of subsection A of this section.
C. In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in subsection A of this section to the Attorney General of this state within one (1) week of its filing with the district court.
Added by Laws 1986, c. 292, § 71, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 12, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1072. Powers of court in elections of directors.

POWERS OF COURT IN ELECTIONS OF DIRECTORS
A. The district court, in any proceeding instituted pursuant to the provisions of Section 1056, 1060 or 1070 of this title, may determine the right and power of persons claiming to own stock, or in the case of a corporation without capital stock, of the persons claiming to be members, to vote at any meeting of the shareholders.
B. The district court may appoint a master to hold any election provided for in Section 1056, 1060 or 1070 of this title under such orders and powers as it deems proper; and it may punish any officer or director for contempt in case of disobedience of any order made by the court; and, in case of disobedience by a corporation of any order made by the court, may enter a decree against such corporation for a penalty of not more than Five Thousand Dollars ($5,000.00).
Added by Laws 1986, c. 292, § 72, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 13, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1074. Waiver of notice.

WAIVER OF NOTICE
Whenever notice is required to be given under any provision of the Oklahoma General Corporation Act or of the certificate of incorporation or bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors, or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or the bylaws.
Added by Laws 1986, c. 292, § 74, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 16, eff. Nov. 1, 2001.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1075. Exception to requirements of notice.

EXCEPTION TO REQUIREMENTS OF NOTICE
A. Whenever notice is required to be given, pursuant to any provision of this title or of the certificate of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this title, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
B. Whenever notice is required to be given pursuant to any provision of the Oklahoma General Corporation Act or the certificate of incorporation or bylaws of any corporation, to any shareholder or, if the corporation is a nonstock corporation, to any member to whom:
1. Notice of two consecutive annual meetings and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings; or
2. All, and at least two, payments, if sent by first-class mail, of dividends or interest on securities during a twelve-month period,
have been mailed addressed to such person at the person’s address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth the person’s then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this act, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to the provisions of this subsection.
C. The exception in paragraph 1 of subsection B to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.
Added by Laws 1986, c. 292, § 75, eff. Nov. 1, 1986. Amended by Laws 2001, c. 405, § 17, eff. Nov. 1, 2001.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1075.2. Electronic notice – Effectiveness - Revocation of consent.

ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT
A. Without limiting the manner of which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. The consent shall be revocable by the shareholder by written notice to the corporation. The consent shall be deemed revoked if:
1. The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with the consent; and
2. The inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat the inability as a revocation shall not invalidate any meeting or other action.
B. Notice given pursuant to subsection A of this section shall be deemed given if by:
1. Facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice;
2. Electronic mail, when directed to an electronic mail address at which the shareholder has consented to receive notice;
3. A posting on an electronic network together with separate notice to the shareholder of the specific posting, upon the later of:
a.
the posting, and
b.
the giving of the separate notice; and
4. Any other form of electronic transmission, when directed to the shareholder in accordance with the shareholder’s consent.
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 by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
C. For purposes of the Oklahoma General Corporation Act, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper including the use of, or participation in, one or more electronic networks or databases including one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
D. This section shall not apply to Sections 1045 or 1111 of this title.
Added by Laws 2001, c. 405, § 19, eff. Nov. 1, 2001. Amended by Laws 2019, c. 88, § 14, eff. Nov. 1, 2019; Laws 2021, c. 51, § 10, eff. Nov. 1, 2021.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1075.3. Single written notice to shareholders sharing an address.

SINGLE WRITTEN NOTICE TO SHAREHOLDERS SHARING AN ADDRESS
A. Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, the certificate of incorporation, or the bylaws shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by the shareholder by written notice to the corporation.
B. Any shareholder who fails to object in writing to the corporation, within sixty (60) days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection A of this section, shall be deemed to have consented to receiving such single written notice.
C. This section shall not apply to Section 1045, 1111, 1119 or 1120 of this title.
Added by Laws 2004, c. 255, § 18, eff. Nov. 1, 2004. Amended by Laws 2019, c. 88, § 15, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1076. Amendment of certificate of incorporation before receipt of payment for stock.

AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE
RECEIPT OF PAYMENT FOR STOCK
A. Before a corporation has received any payment for any of its stock, or before it has any members, as applicable, it may amend its certificate of incorporation at any time or times, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of filing the amendment.
B. The amendment of certificate of incorporation authorized by the provisions of this section shall be adopted by a majority of the incorporators, if directors were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with the provisions of this section shall be executed, acknowledged and filed in accordance with the provisions of Section 1007 of this title. Upon such filing, the corporation's certificate of incorporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation became effective, except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date.
C. This section shall apply to a nonstock corporation before such a corporation has any members; provided, however, that all references to directors shall be deemed to be references to members of the governing body of the corporation.
Added by Laws 1986, c. 292, § 76, eff. Nov. 1, 1986. Amended by Laws 2019, c. 88, § 16, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1078. Retirement of stock.

RETIREMENT OF STOCK
A. A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.
B. Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides. If the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares, as part of the class or series, is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged and filed and shall become effective in accordance with the provisions of Section 1007 of this title. When such certificate becomes effective, it shall have the effect of amending the certificate of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the certificate of incorporation all reference to such class or series of stock.
C. If the capital of the corporation will be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to the provisions of Section 1079 of this title.
Added by Laws 1986, c. 292, § 78, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 5, operative Nov. 1, 1987; Laws 1988, c. 323, § 13, eff. Nov. 1, 1988.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1079. Reduction of Capital.

REDUCTION OF CAPITAL
A. A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways:
1. By reducing or eliminating the capital represented by shares of capital stock which have been retired; or
2. By applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock; or
3. By applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange; or
4. By transferring to surplus:
a.
some or all of the capital not represented by any particular class of its capital stock; or
b.
some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares; or
c.
some of the capital represented by issued shares of its capital stock without par value.
B. Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any shareholder whose shares have not been fully paid.
Added by Laws 1986, c. 292, § 79, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1088. Status, Rights, Liabilities, etc. of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation.

STATUS, RIGHTS, LIABILITIES, ETC. OF CONSTITUENT AND SURVIVING
OR RESULTING CORPORATIONS FOLLOWING MERGER OR CONSOLIDATION
When any merger or consolidation shall have become effective pursuant to the provisions of the Oklahoma General Corporation Act, for all purposes of the laws of this state the separate existence of all the constituent corporations, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall become a new corporation, or be merged into one of such corporations, as the case may be, possessing all the rights, privileges, powers and franchises as well of public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so merged or consolidated; and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due to any of said constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the corporation surviving or resulting from such merger or consolidation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the surviving or resulting corporation as they were of the several and respective constituent corporations, and the title to any real estate vested by deed or otherwise, under the laws of this state, in any of such constituent corporations, shall not revert or be in any way impaired by reason of the provisions of the Oklahoma General Corporation Act; but all rights of creditors and all liens upon any property of any of said constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations, from that time forward, shall attach to said surviving or resulting corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
Added by Laws 1986, c. 292, § 88, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1089. Powers of Corporation Surviving or Resulting from Merger or Consolidation - Issuance of Stock, Bonds or Other Indebtedness.

POWERS OF CORPORATION SURVIVING OR RESULTING FROM MERGER
OR CONSOLIDATION; ISSUANCE OF STOCK, BONDS OR OTHER INDEBTEDNESS
When two or more corporations are merged or consolidated, the corporation surviving or resulting from the merger may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all payments it will be required to make, or obligations it will be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed. The surviving or resulting corporation may issue certificates of its capital stock or uncertificated stock if authorized to do so and other securities to the shareholders of the constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement.
Added by Laws 1986, c. 292, § 89, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1090. Effect of Merger Upon Pending Actions.

EFFECT OF MERGER UPON PENDING ACTIONS
Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.
Added by Laws 1986, c. 292, § 90, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1092. Sale, lease or exchange of assets; consideration - Procedure.

SALE, LEASE OR EXCHANGE OF ASSETS; CONSIDERATION; PROCEDURE
A. Every corporation, at any meeting of its board of directors or governing body, may sell, lease, or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote thereon or, if the corporation is a nonstock corporation, by a majority of the members having the right to vote for the election of the members of the governing body and any other members entitled to vote thereon under the certificate of incorporation or the bylaws of such corporation, at a meeting duly called upon at least twenty (20) days' notice. The notice of the meeting shall state that such a resolution will be considered.
B. Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation's property and assets by the shareholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the shareholders or members, subject to the rights, if any, of third parties under any contract relating thereto.
C. For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, "subsidiary" means any entity wholly owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, and statutory trusts. Notwithstanding subsection A of this section, except to the extent the certificate of incorporation otherwise provides, no resolution by shareholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary.
Added by Laws 1986, c. 292, § 92, eff. Nov. 1, 1986. Amended by Laws 2008, c. 253, § 14; Laws 2019, c. 88, § 25, 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 › §18-1093. Mortgage or Pledge of Assets.

MORTGAGE OR PLEDGE OF ASSETS
The authorization or consent of shareholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the certificate of incorporation otherwise provides.
Added by Laws 1986, c. 292, § 93, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1094. Dissolution of Joint Venture Corporation Having Two Shareholders.

DISSOLUTION OF JOINT VENTURE CORPORATION HAVING TWO SHAREHOLDERS
A. If the shareholders of a corporation of this state, having only two shareholders each of which owns fifty percent (50%) of the stock therein, shall be engaged in the prosecution of a joint venture and if the shareholders shall be unable to agree upon the desirability of discontinuing the joint venture and disposing of the assets used in the venture, either shareholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the shareholders, file with the district court a petition stating that it desires to discontinue the joint venture and to dispose of the assets used in the venture in accordance with a plan to be agreed upon by both shareholders or that, if no plan shall be agreed upon by both shareholders, the corporation be dissolved. The petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of the petition and plan have been transmitted in writing to the other shareholder and to the directors and officers of the corporation. The petition and certificate shall be executed and acknowledged in accordance with the provisions of Section 1007 of this title.
B. 1. Unless both shareholders file with the district court, the district court may dissolve the corporation and may by appointment of one or more trustees or receivers with all the powers and title of a trustee or receiver appointed pursuant to the provisions of Section 1100 of this title, administer and wind up its affairs:
a.
within three (3) months of the date of the filing of the petition, a certificate similarly executed and acknowledged stating that they have agreed on the plan, or a modification thereof, and
b.
within one (1) year from the date of the filing of the petition, a certificate similarly executed and acknowledged stating that the distribution provided by the plan has been completed.
2. Either or both of the periods provided for in paragraph 1 of this subsection may be extended by agreement of the shareholders, evidenced by a certificate similarly executed, acknowledged and filed with the district court prior to the expiration of the period.
Added by Laws 1986, c. 292, § 94, eff. Nov. 1, 1986. Amended by Laws 1998, c. 422, § 22, eff. Nov. 1, 1998.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1095. Dissolution before the issuance of shares or beginning business – Procedure.

DISSOLUTION BEFORE THE ISSUANCE OF SHARES OR
BEGINNING BUSINESS; PROCEDURE
If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the certificate of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the Office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or directors, stating :
1. That no shares of stock have been issued or that the business of activity for which the corporation was organized has not begun;
2. The date of filing of the corporation's original certificate of incorporation with the Secretary of State;
3. That no part of the capital of the corporation has been paid, or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto;
4. That if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid;
5. That if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and canceled; and
6. That all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with the provisions of Section 1007 of this title, the corporation shall be dissolved.
Added by Laws 1986, c. 292, § 95, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 20, eff. Nov. 1, 1988; Laws 2017, c. 323, § 27, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1096. Dissolution – Procedure.

DISSOLUTION; PROCEDURE
A. If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each shareholder entitled to vote thereon as of the record date for determining the shareholders entitled to notice of the meeting of the adoption of the resolution and of a meeting of shareholders to take action upon the resolution.
B. At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection D of this section.
C. Dissolution of a corporation may also be authorized without action of the directors if all the shareholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection D of this section.
D. If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed, acknowledged and filed, and shall become effective, in accordance with Section 1007 of this title. Such certificate of dissolution shall set forth:
1. The name of the corporation;
2. The date dissolution was authorized;
3. That the dissolution has been authorized by the board of directors and shareholders of the corporation, in accordance with subsections A and B of this section, or that the dissolution has been authorized by all of the shareholders of the corporation entitled to vote on a dissolution, in accordance with subsection C of this section;
4. The names and addresses of the directors and officers of the corporation; and
5. The date of filing of the corporation's original certificate of incorporation with the Secretary of State.
E. The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the shareholders, or the members of a nonstock corporation pursuant to Section 1097 of this title, the board of directors or governing body may abandon such proposed dissolution without further action by the shareholders or members.
F. Upon a certificate of dissolution becoming effective in accordance with Section 1007 of this title, the corporation shall be dissolved.
Added by Laws 1986, c. 292, § 96, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 21, eff. Nov. 1, 1988; Laws 2017, c. 323, § 28, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1097. Dissolution of nonstock corporation - Procedure.

DISSOLUTION OF NONSTOCK CORPORATION; PROCEDURE
A. Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by the provisions of Section 1096 of this title to be performed by the board of directors of a corporation having capital stock. If the members of a corporation having no capital stock are entitled to vote for the election of members of its governing body or are entitled to vote for dissolution under the certificate of incorporation or the bylaws of such corporation, they shall perform all the acts necessary for dissolution which are required by the provisions of Section 1096 of this title to be performed by the shareholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection D of Section 1096 of this title. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by the provisions of Section 1096 of this title for the dissolution of corporations having capital stock.
B. If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation rights and franchises by filing in the Office of the Secretary of State a certificate, executed and acknowledged by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by Section 1095 of this title.
Added by Laws 1986, c. 292, § 97, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 22, eff. Nov. 1, 1988; Laws 1999, c. 421, § 18, eff. Nov. 1, 1999; Laws 2019, c. 88, § 26, eff. Nov. 1, 2019.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1099. Continuation of corporation after dissolution for purposes of suit and winding up affairs.

CONTINUATION OF CORPORATION AFTER DISSOLUTION FOR PURPOSES OF SUIT AND WINDING UP AFFAIRS
All corporations, whether they expire by their own limitation or are otherwise dissolved, nevertheless shall be continued, for the term of three (3) years from such expiration or dissolution or for such longer period as the district court shall in its discretion direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities, and to distribute to their shareholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit, or proceeding begun by or against the corporation either prior to or within three (3) years after the date of its expiration or dissolution, the action shall not abate by reason of the expiration or dissolution of the corporation. The corporation, solely for the purpose of such action, suit or proceeding, shall be continued as a body corporate beyond the three-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the district court. Sections 1100 through 1100.3 of this title shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration respectively.
Added by Laws 1986, c. 292, § 99, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 23, eff. Nov. 1, 1988; Laws 2017, c. 323, § 29, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1100. Trustees or receivers for dissolved corporations; appointment; powers; duties.

TRUSTEES OR RECEIVERS FOR DISSOLVED CORPORATIONS;
APPOINTMENT; POWERS; DUTIES
When any corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall be dissolved in any manner whatever, the district court, on application of any creditor, shareholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint one or more of the directors of the corporation to be trustees, or appoint one or more persons to be receivers, of and for the corporation, to take charge of the corporation's property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes provided for in this section.
Added by Laws 1986, c. 292, § 100, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 24, eff. Nov. 1, 1988.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1100.3. Foreign corporations; definition; qualification to do business in state; procedure.

LIABILITY OF SHAREHOLDERS OF DISSOLVED CORPORATIONS
A. A shareholder of a dissolved corporation the assets of which were distributed pursuant to subsection A or B of Section 1100.2 of this title shall not be liable for any claim against the corporation in an amount in excess of the shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less.
B. A shareholder of a dissolved corporation the assets of which were distributed pursuant to subsection A of Section 1100.2 of this title shall not be liable for any claim against the corporation on which an action, suit, or proceeding is not begun prior to the expiration of the period described in Section 1099 of this title.
C. The aggregate liability of any shareholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to the shareholder in dissolution.
Added by Laws 1986, c. 292, § 130, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 9, operative Nov. 1, 1987; Laws 1991, c. 331, § 56, eff. Sept. 1, 1991; Laws 1998, c. 422, § 25, eff. Nov. 1, 1998.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1101. Jurisdiction of Court.

JURISDICTION OF COURT
The district court shall have jurisdiction of the application prescribed in Section 100 of this act and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.
Added by Laws 1986, c. 292, § 101, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1104. Revocation or forfeiture of charter - proceedings.

REVOCATION OR FORFEITURE OF CHARTER; PROCEEDINGS
A. The district court shall have jurisdiction to revoke or forfeit the charter of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The Attorney General, upon his own motion or upon the relation of a proper party, shall proceed for this purpose by complaint in the county in which the registered office of the corporation is located.
B. The district court shall have power, by appointment of receivers or otherwise, to administer and wind up the affairs of any corporation whose charter shall be revoked or forfeited by any court pursuant to the provisions of the Oklahoma General Corporation Act or otherwise, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its shareholders and creditors.
C. No proceeding shall be instituted pursuant to the provisions of this section for nonuse of any corporation's powers, privileges or franchises during the first two (2) years after its incorporation.
Added by Laws 1986, c. 292, § 104, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1105. Dissolution or Forfeiture of Charter by Decree of Court - Filing.

DISSOLUTION OR FORFEITURE OF CHARTER BY DECREE OF COURT; FILING
Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the district court, the decree or judgment shall be immediately filed by the clerk in the court of the county in which the decree or judgment was entered, in the Office of the Secretary of State, and a note thereof shall be made by the Secretary of State on the corporation's charter or certificate of incorporation and on the index thereof.
Added by Laws 1986, c. 292, § 105, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1106. Receivers for insolvent corporations - Appointment and powers.

RECEIVERS FOR INSOLVENT CORPORATIONS; APPOINTMENT AND POWERS
Whenever a corporation shall be insolvent, the district court of the county in which the registered office is located may at any time upon the application of a shareholder or shareholders, severally or jointly, who have been registered owners for a period of not less than six (6) months, of not less than ten percent (10%) of the entire outstanding stock of the corporation or a creditor whose claim has been reduced to judgment and execution thereon has been issued, appoint one or more persons to be receivers of and for the corporation, to take charge of its assets, estate, effects, business and affairs, and to collect the outstanding debts, claims, and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all claims or suits, to appoint an agent or agents under them, and to do all other acts which might be done by the corporation and which may be necessary or proper. The powers of the receivers shall be such and shall continue so long as the court shall deem necessary.
Added by Laws 1986, c. 292, § 106, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1107. Title to Property - Filing Order of Appointment - Exception.

TITLE TO PROPERTY; FILING ORDER OF APPOINTMENT; EXCEPTION
A. Trustees of or receivers for any corporation, appointed by the district court, and their respective survivors and successors, upon their appointment and qualification or upon the death, resignation or discharge of any co-trustee or co-receiver, shall be vested by operation of law and without any act or deed, with the title of the corporation to all of its property, real, personal, or mixed of whatsoever nature, kind, class or description, and wheresoever situated, except real estate situated outside this state.
B. Trustees or receivers appointed by the district court, within twenty (20) days from the date of their qualification, shall file in the office of the county clerk in each county in this state in which any real estate belonging to the corporation may be situated, a certified copy of the order of their appointment and evidence of their qualification.
C. This section shall not apply to receivers appointed pendente lite.
Added by Laws 1986, c. 292, § 107, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1108. Notices to Shareholders and Creditors.

NOTICES TO SHAREHOLDERS AND CREDITORS
All notices required to be given to shareholders and creditors in any action in which a receiver or trustee for a corporation was appointed shall be given by the district court, unless otherwise ordered by the court.
Added by Laws 1986, c. 292, § 108, eff. Nov. 1, 1986.