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OklahomaHB 3498Oklahoma 2026 Regular SessionHouse

Business entities; Oklahoma General Corporation Act; Oklahoma Limited Liability Company Act; codification; effective date.

Sponsored By: Collin Duel (Republican)

Signed by Governor

Senate Committee

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Bill Overview

Analyzed Economic Effects

20 provisions identified: 6 benefits, 0 costs, 14 mixed.

New rules for Oklahoma LLC split-ups

Starting November 1, 2026, an Oklahoma LLC can split into two or more LLCs using a written plan. Assets, rights, and land titles move to the new companies automatically and are not treated as transfers or distributions. Each new company must pay the debts the plan assigns to it; liens and any lawsuits continue and can be enforced. Old contracts made before November 1, 2023 that limit mergers or transfers also limit divisions. All filings happen at the same time, non‑surviving articles are canceled, and members can opt out of division power in their operating agreement. Parties may also use other lawful, contract‑based ways to structure a split.

Shareholder record rights, clearer rules

Shareholders can inspect and copy the stock ledger, shareholder lists, and other books and records, and in some cases certain subsidiary records the company controls. Demands must be under oath, in good faith, for a proper purpose, and state the purpose and records with reasonable detail. Beneficial owners must include proof of ownership, and agents must include written authorization. For stock ledgers or shareholder lists, the company must prove an improper purpose to block access. Courts limit what can be forced, require a compelling need with clear and convincing proof for extra records, and may set confidentiality rules. Directors can inspect for purposes tied to their role, and the company must prove an improper purpose to refuse.

Clear rules for series LLC mergers

Starting November 1, 2026, registered series within the same LLC get clear merger steps. A merger needs approval by members holding a majority of each series’ profit interest unless the operating agreement says different. The surviving series files articles of merger; the merger is effective on filing unless a future date is listed. Assets and debts move to the surviving series without breaking titles or liens. A merger can also update the operating agreement for the merging series, and an agreement can bar a series from merging.

Protecting charities from harmful conversions

Starting November 1, 2026, a charitable nonstock corporation cannot convert if that would harm or end its tax‑exempt or charitable status. This keeps charitable assets serving the public as intended.

Broader corporate powers, quicker approvals

Corporations may rely on the full set of powers in state law even if the company certificate is silent. Companies can make binding contracts with current or future shareholders or beneficial owners, so long as terms do not conflict with the charter or state law. Boards can ratify agreements before state filings take effect, and that ratification relates back to the original approval time. Nonstock corporations can act by written member consent without a meeting if the signed consents meet the required vote level and are delivered as the law requires.

Easier fixes for past mistakes

Defective corporate acts and putative stock are not automatically void if the board ratifies them or a court validates them. Board resolutions must describe the defect, dates, any putative shares, and the failed authorization, and then approve the fix. The board may stop the ratification before it becomes effective. Defects in electing the first board can also be cured by a majority of those acting as directors, naming who first acted and the date, and approving ratification.

Faster votes by consent and email

Shareholders can approve actions without a meeting by written or electronic consent. Consents must reach the company within 60 days and meet the vote threshold; they can set a future time up to 60 days and are revocable until effective. You can deliver consents to the main office, an officer, the registered office, or through an approved online system; paper copies are required for some methods. If less than all holders consent, the company must promptly notify nonconsenting holders, and filed certificates must state consent was used. Companies can send notices by email unless you object or two emails fail and an officer learns of the failures. Agreements to submit items for a shareholder vote are binding even if the board later recommends voting against them.

Smoother mergers and conversions for corporations

Starting November 1, 2026, a company that converts into an Oklahoma corporation keeps its original start date, preserving legal history. When a merger pays all shareholders in cash or non‑surviving securities, the surviving company’s charter can be amended outside the merger text. Disclosure schedules tied to a merger are not part of the merger under state law unless the agreement says so.

LLC divisions with creditor safeguards

Beginning November 1, 2026, an Oklahoma LLC can divide into new LLCs under a plan that can identify moved assets and debts by a clear, objective method. Debts not assigned in the plan become the joint and several debts of all the new companies. If a court finds a division allocation was a fraudulent transfer, the new companies are jointly and severally liable for that fraud, even though the division otherwise stays valid.

Simpler business conversions, debts preserved

Partnerships, LLCs, corporations, trusts, and similar groups can convert into or out of an Oklahoma corporation using clear filings. You can file a certificate of conversion with the new charter and choose an effective date up to 90 days. Board approval, 20‑day notice, and a majority vote are required for a corporation converting out, unless no shares have ever been issued. Actions in an approved conversion plan count as already authorized. Pre‑conversion debts, liens, and claims remain enforceable against the converted entity. If converting to a foreign entity, the company must appoint the Oklahoma Secretary of State to accept legal service and follow service‑of‑process rules.

Curing defective acts with deadlines

Companies can ratify past defective corporate acts and treat putative shares as valid. Meeting notices for ratification must go out at least 20 days early and include key board resolutions. After notice, challenges must be filed within 120 days of the validation effective time (or later, as the law states). If a Section 1007 filing would have been needed, the company must file a certificate of validation, and related overissues can sometimes be combined in one filing. The law defines when validation becomes effective and makes board judgments on share status conclusive unless there was actual fraud or a court says otherwise.

Fixing past corporate mistakes and stock

Starting November 1, 2026, corporations have set voting rules to ratify past defective acts. Holders of putative (invalid) shares do not vote or count for quorum on the ratification. Filings used to validate acts can attach certificates without separate signatures or repeated approval statements. This speeds up cures while narrowing voting power to valid owners.

Guardrails for controlling shareholder deals

Control‑party deals are protected from damages if the company follows one of three paths: approval by a committee of disinterested directors with power to negotiate or reject; approval by informed, uncoerced, disinterested shareholders; or proof the deal is fair. Some going‑private deals need both committee and disinterested‑shareholder approval for protection. Claims for bad faith, knowing law violations, or improper personal benefit can still proceed.

Merger rules: financing and lawsuits

After a merger, the surviving company can issue debt, mortgage assets, issue or cancel securities, and complete the deal on the terms in the merger or conversion agreement. Lawsuits and government actions do not stop because of the merger. The surviving company can be substituted and must face the same claims.

New guardrails for insider deals

The law sets clear ways to approve deals that involve directors, officers, or controlling owners. A deal is protected if disinterested directors approve it after full disclosure, disinterested shareholders approve it, or it is fair. Interested directors can count for quorum, and exchange‑listed boards may presume some directors are independent under stock‑exchange rules. Controlling owners face damages only for disloyalty, bad faith, knowing law violations, or improper personal benefit. Courts can still grant injunctions for unlawful acts and review anti‑takeover steps. In certain tender offers, accepted shares count as for the deal, and unaccepted disinterested shares count as against for approval counts.

New merger remedies and reps

Merger agreements can require a party that fails to close to pay money equal to lost premiums or other amounts shareholders would have received. A merger agreement can also name a shareholder representative with exclusive, and even irrevocable, power to act for all shareholders. These tools apply only if written into the merger agreement.

Shareholder records: clearer rights and limits

Shareholders can inspect more types of records, including board materials and three years of financials. You must send your sworn demand to the registered office in Oklahoma or the principal place of business. If the company refuses or does not reply in five business days, a court can order inspection or a shareholder list, and may require you to pay reasonable costs. Courts can order “functional equivalent” records if specific items do not exist. Companies can require confidentiality, limit how you share records, and redact parts not tied to your stated purpose. Beneficial owners count as shareholders, and your purpose must relate to your interest as a shareholder.

Updated rules for stock and buybacks

Boards can issue stock for cash, property, or other benefits, but not for future services, and may delegate issuance within set limits. Directors’ value judgments are final unless there is actual fraud. Shares must meet legal minimum consideration, and par‑value shares must get at least par. Companies can issue options and delegate that authority, but option exercises must meet the legal minimum price. Firms may resell treasury shares and set the form of payment, but buybacks and redemptions cannot impair capital, and redeemable shares cannot be bought above the redemption price.

Voting and charter change rules updated

Shares owned by the company or by entities it controls cannot vote and do not count for quorum. After notice and funds are set aside for redemption, those shares are not treated as outstanding for voting. Some small charter changes need no shareholder vote, and listed companies have an alternate path to change share counts if exchange and vote conditions are met. These changes can speed routine amendments while protecting vote integrity.

Faster collateral sales without shareholder votes

Starting November 1, 2026, a company can mortgage or pledge assets without a shareholder vote unless its charter says otherwise. A lender can sell collateral using its legal rights, or the board can OK a sale that cuts or clears the secured debt when the debt is at least as big as the property’s value. Good‑faith buyers who pay value are protected even if some procedures were missed. New charter clauses that need shareholder consent do not apply to these sales unless the charter clearly says they do.

Sponsors & Cosponsors

Sponsor

  • Collin Duel

    Republican • House

Cosponsors

  • Nick Archer

    Republican • House

  • Brian Hill

    Republican • House

  • Aaron Reinhardt

    Republican • Senate

  • Tammy Townley

    Republican • House

Roll Call Votes

All Roll Calls

Yes: 353 • No: 12

House vote • 5/6/2026

FOURTH READING

Yes: 88 • No: 0

Senate vote • 5/5/2026

THIRD READING

Yes: 47 • No: 0

Senate vote • 4/21/2026

Top_of_Page

Yes: 0 • No: 0

Senate vote • 4/21/2026

Committee vote: Judiciary

Yes: 8 • No: 0

House vote • 3/11/2026

THIRD READING

Yes: 87 • No: 3

House vote • 3/11/2026

Top_of_Page

Yes: 87 • No: 3

House vote • 2/24/2026

DO PASS

Yes: 11 • No: 2

House vote • 2/24/2026

DO PASS

Yes: 11 • No: 2

House vote • 2/10/2026

DO PASS

Yes: 7 • No: 1

House vote • 2/10/2026

DO PASS

Yes: 7 • No: 1

Actions Timeline

  1. Approved by Governor 05/12/2026

    5/12/2026House

  2. Sent to Governor

    5/6/2026House

  3. Enrolled measure signed, returned to House

    5/6/2026Senate

  4. Enrolled, signed, to Senate

    5/6/2026House

  5. Referred for enrollment

    5/6/2026House

  6. Fourth Reading, Measure passed: Ayes: 88 Nays: 0

    5/6/2026House

  7. SA's read, adopted

    5/6/2026House

  8. SA's received

    5/5/2026House

  9. Engrossed to House

    5/5/2026Senate

  10. Referred for engrossment

    5/5/2026Senate

  11. Measure passed: Ayes: 47 Nays: 0

    5/5/2026Senate

  12. General Order, Considered

    5/5/2026Senate

  13. Placed on General Order

    4/23/2026Senate

  14. Reported Do Pass, amended by committee substitute Judiciary committee; CR filed

    4/21/2026Senate

  15. Second Reading referred to Judiciary

    4/1/2026Senate

  16. First Reading

    3/16/2026Senate

  17. Engrossed, signed, to Senate

    3/16/2026House

  18. Referred for engrossment

    3/11/2026House

  19. Third Reading, Measure passed: Ayes: 87 Nays: 3

    3/11/2026House

  20. Authored by Senator Reinhardt (principal Senate author)

    3/11/2026House

  21. Coauthored by Representative(s) Townley

    3/11/2026House

  22. General Order

    3/11/2026House

  23. Coauthored by Representative(s) Hill, Archer

    2/24/2026House

  24. CR; Do Pass Commerce and Economic Development Oversight Committee

    2/24/2026House

  25. Policy recommendation to the Commerce and Economic Development Oversight committee; Do Pass Business

    2/10/2026House

Bill Text

  • Enrolled (final version)

    5/6/2026

    PDF

  • Amended And Engrossed

    5/5/2026

    PDF

  • Floor (Senate)

    4/22/2026

    PDF

  • Senate Committee Report

    4/21/2026

    PDF

  • Engrossed

    3/13/2026

    PDF

  • Floor (House)

    2/27/2026

    PDF

  • House Committee Report

    2/24/2026

    PDF

  • House Policy Committee Report

    2/10/2026

    PDF

  • Introduced

    1/22/2026

    PDF

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