reglab/statecodes huggingface dataset:
2023 Oklahoma Statutes › Title 18. Corporations › §18-1109. Receivers or Trustees - Inventory - List of Debts and Reports.

RECEIVERS OR TRUSTEES; INVENTORY; LIST OF DEBTS AND REPORTS
Trustees or receivers, as soon as convenient, shall file in the district court of the county in which the proceeding is pending, a full and complete itemized inventory of all the assets of the corporation which shall show their nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained. Trustees or receivers shall make a report to the district court of their proceedings, whenever and as often as the court shall direct.
Added by Laws 1986, c. 292, § 109, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1110. Creditors' Proofs of Claims - When Barred - Notice.

CREDITORS' PROOFS OF CLAIMS; WHEN BARRED; NOTICE
All creditors shall make proof under oath of their respective claims against the corporation, and cause the same to be filed in the district court of the county in which the proceeding is pending within the time fixed by the order of the district court. All creditors and claimants failing to do so, within the time limited by the provisions of this section, or the time prescribed by the order of the district court, by direction of the district court, may be barred from participating in the distribution of the assets of the corporation. The district court may also prescribe what notice, by publication or otherwise, shall be given to the creditors of the time fixed for the filing and making proof of claims.
Added by Laws 1986, c. 292, § 110, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1111. Adjudication of Claims - Appeal.

ADJUDICATION OF CLAIMS; APPEAL
A. The district court immediately upon the expiration of the time fixed for the filing of claims, in compliance with the provisions of Section 110 of this act, shall notify the trustee or receiver of the filing of the claims, and the trustee or receiver, within thirty (30) days after receiving the notice, shall inspect the claims, and if the trustee or receiver or any creditor shall not be satisfied with the validity or correctness of the same, or any of them, the trustee or receiver shall immediately notify the creditors whose claims are disputed of his decision. The trustee or receiver shall require all creditors whose claims are disputed to submit themselves to such examination in relation to their claims as the trustee or receiver shall direct, and the creditors shall produce such books and papers relating to their claims as shall be required. The trustee or receiver shall have power to examine, under oath or affirmation, all witnesses produced before him touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of his determination.
B. Every creditor or claimant who shall have received notice from the receiver or trustee that his claim has been disallowed in whole or in part may appeal to the district court within thirty (30) days thereafter. The district court, after hearing, shall determine the rights of the parties.
Added by Laws 1986, c. 292, § 111, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1112. Sale of Perishable or Deteriorating Property.

SALE OF PERISHABLE OR DETERIORATING PROPERTY
Whenever the property of a corporation is at the time of the appointment of a receiver or trustee encumbered with liens of any character, and the validity, extent or legality of any lien is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending the litigation respecting the lien, the district court may order the receiver or trustee to sell the property of the corporation, clear of all encumbrances, at public or private sale, for the best price that can be obtained therefor, and pay the net proceeds arising from the sale thereof after deducting the costs of the sale into the district court, there to remain subject to the order of the district court, and to be disposed of as the district court shall direct.
Added by Laws 1986, c. 292, § 112, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1113. Compensation, Costs and Expenses of Receiver or Trustee.

COMPENSATION, COSTS AND EXPENSES OF RECEIVER OR TRUSTEE
The district court, before making distribution of the assets of a corporation among the creditors or shareholders thereof, shall allow a reasonable compensation to the receiver or trustee for his services, and the costs and expenses incurred in and about the execution of his trust, and the costs of the proceedings in the district court, to be first paid out of the assets.
Added by Laws 1986, c. 292, § 113, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1114. Substitution of Trustee or Receiver as Party - Abatement of Actions.

SUBSTITUTION OF TRUSTEE OR RECEIVER
AS PARTY; ABATEMENT OF ACTIONS
A trustee or receiver, upon application by him in the court in which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceeding which was so pending at the time of his appointment. No action against a trustee or receiver of a corporation shall abate by reason of his death, but, upon suggestion of the facts of the record, shall be continued against his successor or against the corporation in case no new trustee or receiver is appointed.
Added by Laws 1986, c. 292, § 114, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1115. Liens for Wages or Products When Corporation is Insolvent.

LIENS FOR WAGES OR PRODUCTS WHEN CORPORATION IS INSOLVENT
A. Whenever any corporation of this state, or any foreign corporation doing business in this state, shall become insolvent, the employees performing labor or services of whatever character in the regular employ of the corporation, and the producers of agricultural and dairy products, including cooperative marketing associations of such producers, shall have a lien upon the assets of such corporation for the amount of the wages or payments for agricultural and dairy products due to them, not exceeding four months' wages or payments for such products which shall have accrued prior to the adjudication of the insolvency of such corporation, which lien shall be paid prior to any other debts, charges or claims against said corporation, except taxes due the United States government or the State of Oklahoma. The word "employee" shall not be construed to include any of the officers of the corporation.
B. The lien provided for in this section shall be enforced in the manner provided for by law for the enforcement of other liens for labor.
Added by Laws 1986, c. 292, § 115, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1116. Discontinuance of Liquidation.

DISCONTINUANCE OF LIQUIDATION
The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the district court in its discretion, and subject to such condition as it may deem appropriate, may dismiss the proceedings and direct the receiver or trustee to redeliver to the corporation all of its remaining property and assets.
Added by Laws 1986, c. 292, § 116, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1117. Compromise or arrangement between corporation and creditors or shareholders.

COMPROMISE OR ARRANGEMENT BETWEEN CORPORATION AND CREDITORS
OR SHAREHOLDERS
A. Whenever the provision provided for in paragraph 2 of subsection B of Section 1006 of this title is included in the original certificate of incorporation of any corporation, all persons who become creditors or shareholders thereof shall be deemed to have become such creditors or shareholders subject in all respects to that provision and the same shall be absolutely binding upon them. Whenever that provision is inserted in the certificate of incorporation of any such corporation by an amendment of its certificate all persons who become creditors or shareholders of such corporation after such amendment shall be deemed to have become such creditors or shareholders subject in all respects to that provision and the same shall be absolutely binding upon them.
B. The district court may administer and enforce any compromise or arrangement made pursuant to the provision provided for in paragraph 2 of subsection B of Section 1006 of this title and may restrain, pendente lite, all actions and proceedings against any corporation with respect to which the district court shall have begun the administration and enforcement of that provision and may appoint a temporary receiver for such corporation and may grant the receiver such powers as it deems proper, and may make and enforce such rules as it deems necessary for the exercise of such jurisdiction.
Added by Laws 1986, c. 292, § 117, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 8, operative Nov. 1, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1121. Status of corporation.

STATUS OF CORPORATION
Any corporation desiring to renew, extend and continue its corporate existence, upon complying with the provisions of Section 1120 of this title, shall be and continue as provided in its certificate effecting the renewal, extension or continuation as a corporation and, in addition to the rights, privileges and immunities conferred by its charter, shall possess and enjoy all the benefits of the provisions of the Oklahoma General Corporation Act, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities prescribed by the provisions of the Oklahoma General Corporation Act imposed on such corporations.
Added by Laws 1986, c. 292, § 121, eff. Nov. 1, 1986. Amended by Laws 2017, c. 323, § 32, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1122. Failure of Corporation to Obey Order of Court - Appointment of Receiver.

FAILURE OF CORPORATION TO OBEY ORDER OF COURT;
APPOINTMENT OF RECEIVER
Whenever any corporation shall refuse, fail or neglect to obey any order or decree of any court of this state within the time fixed by the court for its observance, such refusal, failure or neglect shall be a sufficient ground for the appointment of a receiver of the corporation by a court of competent jurisdiction. If the corporation is a foreign corporation, such refusal, failure, or neglect shall be a sufficient ground for the appointment of a receiver of the assets of the corporation within this state.
Added by Laws 1986, c. 292, § 122, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1123. Failure of Corporation to Obey Writ of Mandamus - Quo Warranto Proceedings for Forfeiture of Charter.

FAILURE OF CORPORATION TO OBEY WRIT OF MANDAMUS; QUO WARRANTO
PROCEEDINGS FOR FORFEITURE OF CHARTER
If any corporation fails to obey the mandate of any peremptory writ of mandamus issued by a court of competent jurisdiction of this state for a period of thirty (30) days after the serving of the writ upon the corporation in any manner as provided by the laws of this state for the service of writs, any party in interest in the proceeding in which the writ of mandamus issued, either himself or through his or its attorney, may file a statement of such fact with the Attorney General of this state, and it shall thereupon be the duty of the Attorney General to immediately commence proceedings in the nature of quo warranto against the corporation in a court of competent jurisdiction, and the court, upon competent proof of such state of facts and proper proceedings had in such proceeding in the nature of quo warranto, shall decree the charter of the corporation forfeited.
Added by Laws 1986, c. 292, § 123, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1124. Actions Against Officers, Directors or Shareholders to Enforce Liability of Corporation - Unsatisfied Judgment Against Corporation.

ACTIONS AGAINST OFFICERS, DIRECTORS OR SHAREHOLDERS TO ENFORCE
LIABILITY OF CORPORATION; UNSATISFIED JUDGMENT AGAINST CORPORATION
A. When the officers, directors or shareholders of any corporation shall be liable by the provisions of the Oklahoma General Corporation Act to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action, at law or in equity, against any one or more of them, and the petition shall state the claim against the corporation, and the ground on which the plaintiff expects to charge the defendants personally.
B. No suit shall be brought against any officer, director or shareholder for any debt of a corporation of which he is an officer, director or shareholder, until judgment is obtained therefor against the corporation and execution thereon returned unsatisfied.
Added by Laws 1986, c. 292, § 124, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1125. Action by Officer, Director or Shareholder Against Corporation for Corporate Debt Paid.

ACTION BY OFFICER, DIRECTOR OR SHAREHOLDER AGAINST
CORPORATION FOR CORPORATE DEBT PAID
When any officer, director or shareholder shall pay any debt of a corporation for which he is made liable by the provisions of the Oklahoma General Corporation Act, he may recover the amount so paid in an action against the corporation for money paid for its use, and in such action only the property of a corporation shall be liable to be taken, and not the property of any shareholder.
Added by Laws 1986, c. 292, § 124, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1126. Shareholder's derivative action - Allegation of stock ownership - Award of costs and attorney fees.

SHAREHOLDER'S DERIVATIVE ACTION; ALLEGATION OF STOCK OWNERSHIP
A. In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the petition that the plaintiff was a shareholder of the corporation at the time of the transaction of which the plaintiff complains or that the plaintiff's stock thereafter devolved upon him or her by operation of law.
B. If a derivative action confers a substantial benefit upon the corporation as a result of a compromise or settlement of an action or claim, the court may award the plaintiff reasonable costs, including reasonable attorney fees, and shall direct the plaintiff to remit to the corporation the remainder of all proceeds received.
C. In any derivative action instituted by a shareholder of a domestic or foreign corporation, the court having jurisdiction, upon final judgment, shall require the nonprevailing party or parties to pay the prevailing party or parties the reasonable expenses, including attorney fees, taxable as costs, incurred as a result of such action.
Added by Laws 1986, c. 292, § 126, eff. Nov. 1, 1986. Amended by Laws 2014, c. 330, § 1, eff. Nov. 1, 2014.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1127. Liability of corporation, etc. - Impairment by certain transactions.

LIABILITY OF CORPORATION, ETC.;
IMPAIRMENT BY CERTAIN TRANSACTIONS
The liability of a corporation of this state, or of the shareholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the sale of its assets, or by the increase or decrease in the capital stock of the corporation, or by its merger or consolidation with one or more corporations or by any change or amendment in its certificates of incorporation.
Added by Laws 1986, c. 292, § 127, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1128. Defective Organization of Corporation as Defense.

DEFECTIVE ORGANIZATION OF CORPORATION AS DEFENSE
A. No corporation of this state and no person sued by any such organization shall be permitted to assert the want of legal organization as a defense to any claim.
B. This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of a corporation, or its lawful possession of any corporate power it may assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such suit or proceeding.
Added by Laws 1986, c. 292, § 128, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1129. Usury - Pleading by Corporation.

USURY; PLEADING BY CORPORATION
No corporation shall plead any statute against usury in any court of law or equity in any suit instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by it.
Added by Laws 1986, c. 292, § 129, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1132. Exceptions to Requirements.

EXCEPTIONS TO REQUIREMENTS
A. No foreign corporation shall be required to comply with the provisions of Sections 130 and 131 of this act, if:
1. it is the mail order or a similar business, merely receiving orders by mail or otherwise in pursuance of letters, circulars, catalogs, or other forms of advertising, or solicitation, accepting the orders outside this state, and filing them with goods shipped into this state; or
2. it employs salesmen, either resident or traveling, to solicit orders in this state, either by display of samples or otherwise, whether or not maintaining sales offices in this state, all orders being subject to approval at the offices of the corporation without this state, and all goods applicable to the orders being shipped in pursuance thereof from without this state to the vendee or to the seller or his agent for delivery to the vendee, and if any samples kept within this state are for display or advertising purposes only, and no sales, repairs, or replacements are made from stock on hand in this state; or
3. it sells, by contract consummated outside this state, and agrees by the contract, to deliver into this state, machinery, plants or equipment, the construction, erection or installation of which within this state requires the supervision of technical engineers or skilled employees performing services not generally available, and as a part of the contract of sale agrees to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; or
4. its business operations within this state are wholly interstate in character; or
5. it is an insurance company doing business in this state; or
6. it creates, as borrower or lender, or acquires, evidences of debt, mortgages or liens on real or personal property; or
7. it secures or collects debts or enforces any rights in property securing the same.
B. The provisions of this section shall have no application to the question of whether any foreign corporation is:
1. subject to service of process and suit in this state pursuant to the provisions of Section 136 of this act or any other law of this state; or
2. subject to the taxation laws of this state.
Added by Laws 1986, c. 292, § 132, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1134. Violations and penalties.

VIOLATIONS AND PENALTIES
A. Any foreign corporation doing business of any kind in this state without first having complied with any provision of the Oklahoma General Corporation Act applicable to it, shall be fined not less than Two Hundred Dollars ($200.00) nor more than Five Hundred Dollars ($500.00) for each such offense. Any agent of any foreign corporation that shall do any business in this state for any foreign corporation before the foreign corporation has complied with any provision of the Oklahoma General Corporation Act applicable to it, shall be fined not less than One Hundred Dollars ($100.00) nor more than Five Hundred Dollars ($500.00) for each such offense.
B. If any foreign corporation fails to file or cause to be filed a certificate as provided for in paragraphs 11 and 13 of subsection A of Section 1142 of this title or fails to pay to the Secretary of State any additional fees shown to be due by the certificate provided for in paragraph 13 of subsection A of Section 1142 of this title, the corporation:
1. may be ousted from this state by the Secretary of State and its certificate of authority to do business in this state revoked and canceled. Before such revocation the Secretary of State shall give not less than thirty (30) days' notice sent by mail duly addressed to such corporation at its principal place of business or last address shown on the records of the Secretary of State of the Secretary of State's intent to revoke the corporation's authority to transact business in this state; and
2. after notice required in paragraph 1 above, shall be subject to a penalty and shall forfeit to the state for each day it fails to comply with the provisions of this subsection, the sum of Twenty-five Dollars ($25.00) per day but not more than Five Hundred Dollars ($500.00) for each such offense.
C. All fines and penalties provided for by this section may be recovered in a suit brought therefor by the Attorney General, in the name of the state, against the corporation, in any district court of the state. Fines and penalties received or collected pursuant to this section by the Attorney General as a result of an action brought in the name of the state by the Attorney General, shall be paid into the State Treasury provided that twenty-five percent (25%) thereof shall be deposited in the Attorney General's Evidence Fund. Such fines and penalties shall be properly accounted for and paid monthly by the Secretary of State to the State Treasurer for deposit into the General Revenue Fund.
Added by Laws 1986, c. 292, § 134, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 11, emerg. eff. June 24, 1987; Laws 1989, c. 169, § 1, eff. Nov. 1, 1989; Laws 1991, c. 331, § 57, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1136. Service of process on nonqualifying foreign corporations.

SERVICE OF PROCESS ON NONQUALIFYING FOREIGN CORPORATIONS
A. If any foreign corporation shall transact business in this state without having qualified to do business in accordance with the provisions of Section 1130 of this title, service on the corporation may be made by serving the Secretary of State as its agent as provided in Section 2004 of Title 12 of the Oklahoma Statutes.
B. If any foreign corporation consents in writing to be subject to the jurisdiction of any state or federal court in this state for any civil action, suit or proceeding against it arising or growing out of any business or matter, and if the agreement or instrument setting forth such consent does not otherwise provide a manner of service of legal process in any such civil action, suit or proceeding against it, such foreign corporation shall be deemed to have thereby appointed and constituted the Secretary of State of this state its agent for the acceptance of legal process in any such civil action, suit or proceeding against it. The transaction of business in this state by such corporation or such consent by such corporation to the jurisdiction of any state or federal court in this state without provision for a manner of service of legal process shall be a signification of the agreement of such corporation that any process served upon the Secretary of State when so served shall be of the same legal force and validity as if served upon an authorized officer or agent personally within this state.
C. The provisions of Section 1132 of this title shall not apply in determining whether any foreign corporation is transacting business in this state within the meaning of this section; and "the transaction of business" or "business transacted in this state", by any such foreign corporation, whenever those words are used in this section, shall mean the course or practice of carrying on any business activities in this state, including, without limiting the generality of the foregoing, the solicitation of business or orders in this state. The provisions of this section shall not apply to any insurance company doing business in this state.
Added by Laws 1986, c. 292, § 136, eff. Nov. 1, 1986. Amended by Laws 1988, c. 323, § 29, eff. Nov. 1, 1988; Laws 2017, c. 323, § 36, eff. Nov. 1, 2017.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1137. Actions By and Against Unqualified Foreign Corporations.

ACTIONS BY AND AGAINST UNQUALIFIED FOREIGN CORPORATIONS
A. A foreign corporation which is required to comply with the provisions of Sections 130 and 131 of this act and which has done business in this state without authority shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized to do business in this state and has paid to the state all fees, penalties and franchise taxes for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of such foreign corporation.
B. The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.
Added by Laws 1986, c. 292, § 137, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1138. Foreign Corporations Doing Business Without Having Qualified - Injunctions.

FOREIGN CORPORATIONS DOING BUSINESS
WITHOUT HAVING QUALIFIED; INJUNCTIONS
The district court shall have jurisdiction to enjoin any foreign corporation, or any agent thereof, from transacting any business in this state if such corporation has failed to comply with any provision of the Oklahoma General Corporation Act applicable to it or if such corporation has secured a certificate of the Secretary of State pursuant to the provisions of Section 130 of this act on the basis of false or misleading representations. The Attorney General, upon his own motion or upon the relation of proper parties, shall proceed for this purpose by petition in any county in which such corporation is doing business.
Added by Laws 1986, c. 292, § 138, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1139. Reservation of Corporate Name.

RESERVATION OF CORPORATE NAME
A. The exclusive right to the use of a corporate name, in good faith, may be reserved by:
1. Any person intending to form a corporation under Title 18 of the Oklahoma Statutes; or
2. Any corporation organized under the laws of this state intending to change its name; or
3. Any foreign corporation intending to qualify to transact business in this state under Title 18 of the Oklahoma Statutes; or
4. Any foreign corporation qualified to transact business in this state intending to change its name; or
5. Any person intending to organize a foreign corporation and intending to have such corporation qualified to transact business in this state under the laws of this state; or
6. Any corporation whose charter has expired or has been forfeited intending to renew or revive the corporation under Title 18 of the Oklahoma Statutes.
B. Such reservation shall be made by filing in the Office of the Secretary of State an application to reserve a specified corporate name. If the Secretary of State finds that such name is available for corporate use, he shall reserve the same for the exclusive use of such applicant for a period of sixty (60) days.
C. The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person by filing in the Office of the Secretary of State a notice of such transfer, executed by the person for whom such name was reserved and specifying the name and address of the transferee.
Added by Laws 1986, c. 292, § 139, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1140. Trade names.

TRADE NAMES
A. A corporation or other business entity doing business in this state under any name other than its legal name shall file a report with the Secretary of State setting forth the legal name of the corporation or business entity, the jurisdiction of organization of the corporation or business entity, the trade name under which the business is carried on, a brief description of the kind of business transacted under the name, and the address wherein the business is to be carried on. The report shall be executed by a representative of the business entity authorized to sign on its behalf. In the case of a corporation, the report shall be signed and filed in accordance with Section 1007 of this title. The trade name adopted shall be such as to be distinguishable upon the records in the Office of the Secretary of State from:
1. Names of other business entities organized under the laws of this state and filed with the Secretary of State then existing or which existed at any time during the preceding three (3) years; or
2. Names of foreign business entities qualified to do business in this state and filed with the Secretary of State then existing or which existed at any time during the preceding three (3) years; or
3. Trade names or fictitious names filed with the Secretary of State; or
4. Names reserved with the Secretary of State.
B. As used in this section, "business entity" means a corporation, a business trust, a common law trust, a limited liability company, or any unincorporated business, including any form of partnership.
Added by Laws 1986, c. 292, § 140, eff. Nov. 1, 1986. Amended by Laws 1995, c. 339, § 15, eff. Nov. 1, 1995; Laws 1996, c. 69, § 9, eff. Nov. 1, 1996; Laws 1999, c. 421, § 22, eff. Nov. 1, 1999.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1140.1. Withdrawal of trade name.

WITHDRAWAL OF TRADE NAME
In the event a corporation or other business entity elects to cease doing business in this state under a trade name, it shall file a report, in duplicate, with the Secretary of State withdrawing such trade name. The report shall be executed by a party duly authorized to sign on behalf of the corporation or other business entity. In the case of a corporation, the report shall be acknowledged and filed in accordance with Section 1007 of this title.
Added by Laws 1996, c. 69, § 10, eff. Nov. 1, 1996.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1140.2. Transfer of trade name.

TRANSFER OF TRADE NAME
In the event a corporation or other business entity elects to transfer ownership of a trade name to another corporation or business entity, it shall file a report, in duplicate, with the Secretary of State, specifying such transfer. The report shall be executed by a party duly authorized to sign on behalf of the corporation or other business entity. In the case of a corporation, the report shall be acknowledged and filed in accordance with Section 1007 of this title. The report shall contain the name of the corporation to which the trade name is being transferred, and the address wherein such business is to be carried on.
Added by Laws 1996, c. 69, § 11, eff. Nov. 1, 1996.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1140.3. Amendment of trade name report.

AMENDMENT OF TRADE NAME REPORT
A. A trade name report shall be amended when:
1. There is a false or erroneous statement in the trade name report;
2. There is a change in the kind of business transacted under the trade name; or
3. There is a change in or an additional address where the business is to be carried on under the trade name.
B. An amended trade name report shall set forth the trade name and specify the amendment therein. The report shall be executed by a party duly authorized to sign on behalf of the corporation or other business entity. In the case of a corporation, the report shall be acknowledged and filed in accordance with Section 1007 of Title 18 of the Oklahoma Statutes.
Added by Laws 1999, c. 421, § 23, eff. Nov. 1, 1999.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1141. Prohibition on use of same or indistinguishable names; Exceptions.

PROHIBITION ON USE OF SAME OR INDISTINGUISHABLE NAMES; EXCEPTIONS
The Secretary of State shall not accept for reservation or filing a statement or certificate containing a name which is the same as or indistinguishable from the name of any business entity, as defined in Section 15 of this act, trade name, fictitious name, or reserved name filed with the Secretary of State unless one of the following is filed with the Secretary of State:
1. The written consent of the business entity or holder of the trade name, fictitious name, or reserved name to use the same or indistinguishable name with the addition of one or more words to make that name distinguishable upon the records of the Secretary of State, except that the addition of words to make the name distinguishable shall not be required where the written consent states that the consenting entity is about to change its name, cease to do business, withdraw from the state, or be wound up;
2. A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the business entity or holder of a reserved name, trade name, or fictitious name to the use of the name in this state;
3. In the case of any foreign business entity having a name prohibited by this section which intends to qualify to transact business within this state, a resolution adopting a fictitious name not prohibited by this section, which shall be used to the exclusion of its true name when transacting business within this state. Such resolution shall be executed by a representative or representatives of the business entity duly authorized to sign on its behalf.
Added by Laws 1986, c. 292, § 141, eff. Nov. 1, 1986. Amended by Laws 1987, c. 146, § 13, operative Nov. 1, 1987; Laws 1995, c. 339, § 16, eff. Nov. 1, 1995; Laws 1996, c. 69, § 12, eff. Nov. 1, 1996.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1142.2. Treatment of payment as credit.

Notwithstanding any other provision of law, the payment of the tax levied pursuant to subsection A of Section 5 of this act for the years 2011, 2012, and 2013 by any person doing business in this state who is not subject to the franchise tax levied under the provisions of Sections 1203, 1204, and 1205 of Title 68 of the Oklahoma Statutes shall be considered as a credit against the total amount such person is required to pay or remit annually for certification or registration fees pursuant to the provisions of Section 2055.2 of Title 18 or Section 311.1 of Title 54 of the Oklahoma Statutes. In no event shall the credit be refunded.
The Oklahoma Tax Commission and the Secretary of State shall adopt a procedure to verify that a person claims a maximum of one credit per year pursuant to this section.
Added by Laws 2010, S.J.R. No. 61, § 18.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1143. Duplication of Oklahoma General Corporation Act by Secretary of State - Distribution.

DUPLICATION OF OKLAHOMA GENERAL CORPORATION ACT BY
SECRETARY OF STATE; DISTRIBUTION
The Secretary of State may have printed, from time to time as he deems necessary, pamphlet copies of the Oklahoma General Corporation Act for distribution to persons and corporations desiring the same for a sum not exceeding the cost of printing. The money received from the sale of the copies shall be disposed of as are other fees of the Office of the Secretary of State. Nothing in this section shall be construed to prevent the free distribution of single pamphlet copies of the Oklahoma General Corporation Act by the Secretary of State.
Added by Laws 1986, c. 292, § 143, eff. Nov. 1, 1986.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1144. Required filing with the county clerk following a merger or consolidation, or a change of corporate name.

REQUIRED FILING WITH THE COUNTY CLERK
FOLLOWING A MERGER OR CONSOLIDATION,
OR A CHANGE OF CORPORATE NAME
A. A certified copy of the following documents, as applicable, shall be filed with the county clerk of each county in which a surviving or resulting corporation to a merger or consolidation, or a corporation whose name was changed, has a recorded interest in real property:
1. a certificate or agreement of merger or consolidation filed with the Secretary of State in accordance with the provisions of Section 1081, 1082, 1084, 1085, 1086 or 1087 of Title 18 of the Oklahoma Statutes;
2. a certificate of ownership and merger filed with the Secretary of State as provided in Section 1083 of Title 18 of the Oklahoma Statutes;
3. an amendment to the certificate of incorporation effecting a change of name pursuant to Section 1076, 1077 or 1131 of Title 18 of the Oklahoma Statutes.
B. The provisions of this section shall have prospective application only.
Added by Laws 1987, c. 31, § 2, eff. Nov. 1, 1987.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1145. Control shares - definition.

CONTROL SHARES; DEFINITION
As used in Sections 1145 through 1155 of this title, "control shares" means issued and outstanding shares of an issuing public corporation that, except for Sections 1145 through 1155 of this title, would have voting power, when added to all other shares of the issuing public corporation owned of record or beneficially by an acquiring person or in respect to which that acquiring person may exercise or direct the exercise of voting power, that would entitle the acquiring person, immediately after acquisition of the shares, directly or indirectly, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:
1. One-fifth (1/5) or more but less than one-third (1/3) of all voting power;
2. One-third (1/3) or more but less than a majority of all voting power; or
3. A majority or more of all voting power.
Added by Laws 1987, c. 146, § 15, emerg. eff. June 24, 1987. Amended by Laws 1991, c. 53, § 3, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1147. Interested shares - Definition.

INTERESTED SHARES; DEFINITION
As used in Sections 1145 through 1155 of this title "interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise, as of the applicable record date, of the voting power of the corporation in the election of directors other than solely by the authority of a revocable proxy:
1. The acquiring person;
2. Any officer of the issuing public corporation; or
3. Any employee of the issuing public corporation who is also a director of the corporation.
Added by Laws 1987, c. 146, § 17, emerg. eff. June 24, 1987. Amended by Laws 1990, c. 328, § 8, eff. Sept. 1, 1990; Laws 1991, c. 53, § 5, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1148. Issuing public corporation - definition.

ISSUING PUBLIC CORPORATION; DEFINITION
A. As used in Sections 1145 through 1155 of this title, "issuing public corporation" means a domestic corporation that has:
1. Any class of securities registered pursuant to Section 12 or is subject to Section 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. Section 78a et seq., as amended;
2. One thousand (1,000) or more shareholders; and
3. Either:
a.
more than ten percent (10%) of its shareholders resident in Oklahoma,
b.
more than ten percent (10%) of its shares owned by Oklahoma residents, or
c.
ten thousand (10,000) shareholders resident in Oklahoma.
B. The residence of a shareholder is presumed to be the address appearing in the records of the corporation.
C. Shares held by banks except as trustee or guardian, brokers or nominees shall be disregarded for purposes of calculating the percentages or numbers described in this section.
D. A domestic corporation that is not an issuing public corporation but that has one hundred (100) or more shareholders of record and meets one of the requirements set forth in subsection A of this section, or an issuing public corporation to which Sections 1145 through 1155 of this title do not apply, may elect to be subject to Sections 1145 through 1155 of this title as an issuing public corporation by amending its certificate of incorporation to provide that Sections 1145 through 1155 of this title shall apply to the corporation as of a specified date and filing the amendment with the Secretary of State on or before such date.
E. A corporation which would be an issuing public corporation under subsection A of this section may elect not to be subject to Sections 1145 through 1155 of this title before a control share acquisition occurs or an acquiring person statement is delivered:
1. By amending its certificate of incorporation to provide that Sections 1145 through 1155 of this title shall not apply to the corporation as of a specified date and filing the amendment with the Secretary of State before such date; or
2. By action of its board of directors adopting an amendment to its bylaws within ninety (90) days of the effective date of this act expressly providing that Sections 1145 through 1155 of this title shall not apply to the corporation, which amendment shall not be further amended by the board of directors.
Added by Laws 1987, c. 146, § 18, emerg. eff. June 24, 1987. Amended by Laws 1988, c. 323, § 31, eff. Nov. 1, 1988; Laws 1990, c. 328, § 9, eff. Sept. 1, 1990; Laws 1991, c. 53, § 6, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1148A. Other definitions.

OTHER DEFINITIONS
As used in Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes:
1. "Acquiring person" means a person who makes or proposes to make, or persons acting as a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, 15 U.S.C. Section 78a et seq., as amended, who make or propose to make, a control share acquisition; provided, "acquiring person" does not include the issuing public corporation;
2. "Affiliate" means a person who directly or indirectly controls the corporation. For the purpose of this paragraph, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract, or otherwise. A person's beneficial ownership of ten percent (10%) or more of all voting power of a corporation, except a person holding voting power in good faith as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group control the corporation, creates a presumption that the person controls the corporation;
3. "All voting power" means the aggregate voting power that the shareholders of an issuing public corporation would have in the election of directors generally, except for Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes;
4. "Beneficial ownership" shall have the same meaning ascribed to such term by Rule 13d-3 under the Securities Exchange Act of 1934, 15 U.S.C., Section 78a et seq., as amended; and
5. "Person" means any individual, corporation, partnership, unincorporated association or other entity.
Added by Laws 1991, c. 53, § 7, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1149. Law governing control share voting rights.

LAW GOVERNING CONTROL SHARE VOTING RIGHTS
After a control share acquisition occurs, control shares of the acquiring person have only such voting rights as are conferred by this section.
1. Subject to the provisions of paragraphs 2 through 4 of this section, the voting power of control shares having voting power of one-fifth (1/5) or more of all voting power is reduced to zero unless the shareholders of the issuing public corporation approve a resolution pursuant to the procedure set forth in Section 1153 of this title according the shares the same voting rights as they had before they became control shares.
2. Except as provided in subsection A of Section 1153 of this title, the voting power of control shares representing voting power of less than one-fifth (1/5) of all voting power is not affected by Sections 1145 through 1155 of this title.
3. If control shares of the acquiring person previously have been accorded, pursuant to the procedure set forth in Section 1153 of this title, the same voting rights they had before they became control shares, or if such control shares were acquired in a transaction excluded from the definition of "control share acquisition", then only the voting power of control shares acquired in a subsequent control share acquisition by such acquiring person within a higher range of voting power shall be reduced to zero.
4. The voting rights of control shares are restored to those accorded such shares prior to the control share acquisition in any of the following circumstances:
(a)
if, by reason of subsequent issuances of shares or other transactions by the issuing public corporation, the voting power of those control shares is reduced to a range of voting power for which approval has been granted or is not required; or
(b)
upon transfer to a person other than an acquiring person; or
(c)
the expiration of three (3) years after the date of a vote of shareholders, pursuant to Section 1153 of this title, failing to approve the resolution according voting rights to those control shares.
Added by Laws 1987, c. 146, § 19, emerg. eff. June 24, 1987. Amended by Laws 1990, c. 328, § 10, eff. Sept. 1, 1990; Laws 1991, c. 53, § 8, eff. Sept. 1, 1991.
2023 Oklahoma Statutes › Title 18. Corporations › §18-1150. Notice of control share acquisition.

NOTICE OF CONTROL SHARE ACQUISITION
Any acquiring person who proposes to make a control share acquisition may, at the person's election, and any acquiring person who has made a control share acquisition shall, deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:
1. The identity of the acquiring person;
2. A statement that the acquiring person statement is given pursuant to Sections 1145 through 1155 of this title;
3. The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person, the acquisition date and the prices at which such shares were acquired;
4. The voting power to which the acquiring person, except for Section 1149 of this title, would be entitled;
5. A form of resolution to be considered by the shareholders pursuant to Section 1153 of this title; and
6. If the control share acquisition has not yet occurred:
a.
a description in reasonable detail of the terms of the proposed control share acquisition, and
b.
representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.
Added by Laws 1987, c. 146, § 20, emerg. eff. June 24, 1987. Amended by Laws 1991, c. 53, § 9, eff. Sept. 1, 1991.