Title 18 — Title 18 — Corporations

profit corporations. MERGER OR CONSOLIDATION OF DOMESTIC NONSTOCK NOT FOR PROFIT CORPORATIONS A. Any two or more nonstock domestic corporations, whether or not organized for profit, may merge into a single corporation, which may be any one of the constituent corporations, or they…

corporations - Service of process upon surviving or resulting corporation. MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN NONSTOCK CORPORATIONS; SERVICE OF PROCESS UPON SURVIVING OR RESULTING CORPORATION A. Any one or more nonstock domestic corporations may merge or consolidate …

corporations. MERGER OR CONSOLIDATION OF DOMESTIC STOCK AND NONSTOCK CORPORATIONS A. Any one or more domestic nonstock corporations, whether or not organized for profit, may merge or consolidate with one or more domestic stock corporations, whether or not organized for profit. Th…

nonstock corporations. MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN STOCK AND NONSTOCK CORPORATIONS A. Any one or more domestic corporations, whether stock or nonstock corporations and whether or not organized for profit, may merge or consolidate with one or more foreign corpo…

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 provision…

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 resu…

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 corpor…

SHARE ACQUISITIONS A. One or more corporations may acquire all or part of the outstanding shares of one or more other corporations, if the board of directors of each corporation adopts and its shareholders approve, if required by subsection C of this section, the agreement of acq…

an entity. MERGER OR CONSOLIDATION OF A DOMESTIC CORPORATION AND AN ENTITY A. Any one or more domestic corporations may merge or consolidate with one or more domestic or foreign entities, unless the laws of the jurisdiction or jurisdictions under which such entity or entities are…

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS A. Notwithstanding any other provisions of this title, a corporation shall not engage in any business combination with any interested shareholder for a period of three (3) years following the time that the person became an intere…

CONVERSION OF AN ENTITY TO A DOMESTIC CORPORATION A. As used in this section, the term “entity” means a domestic or foreign partnership, whether general or limited and including a limited liability partnership and a limited liability limited partnership, a foreign corporation inc…

CONVERSION OF DOMESTIC CORPORATION TO AN ENTITY A. A domestic corporation may, upon the authorization of such conversion in accordance with this section, convert to an entity. As used in this section, the term “entity” means a domestic or foreign partnership, whether general or l…

APPRAISAL RIGHTS A. Any shareholder of a corporation of this state who holds shares of stock on the date of the making of a demand pursuant to the provisions of subsection D of this section with respect to the shares, who continuously holds the shares through the effective date o…

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 fran…

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.…

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 a…

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 c…

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 purpos…

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 b…

18 O.S. § 1098 Repealed by Laws 1998, c. 432, § 39, eff. Nov. 1, 1998

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) …

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 ap…

NOTICE TO CLAIMANTS; FILING OF CLAIMS A. 1. After a corporation has been dissolved in accordance with the procedures set forth in the Oklahoma General Corporation Act, the corporation or any successor entity may give notice of the dissolution requiring all persons having a claim …

PAYMENT AND DISTRIBUTION TO CLAIMANTS AND SHAREHOLDERS A. 1. A dissolved corporation or successor entity which has followed the procedures described in Section 1100.1 of this title shall: a. pay the claims made and not rejected in accordance with subsection A of Section 1100.1 of…

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 corporati…

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 requir…

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 …

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 t…

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, …

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 dischar…

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. 29…

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 …

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 …

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 rece…

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 prop…

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 …

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 …

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 …

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 disc…

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, …

PROCEEDINGS UNDER THE FEDERAL BANKRUPTCY CODE; EFFECTUATION A. Any domestic corporation, an order for relief with respect to which has been entered under the Federal Bankruptcy Code, 11 U.S.C., Section 101 et seq., or any successor statute, may put into effect and carry out any d…

expired certificate of incorporation. REVOCATION OF VOLUNTARY DISSOLUTION; RESTORATION OF EXPIRED CERTIFICATE OF INCORPORATION A. At any time prior to the expiration of three (3) years following the dissolution of a corporation pursuant to the provisions of Section 1096 of this t…

REVIVAL OF CERTIFICATE OF INCORPORATION A. As used in this section, “certificate of incorporation” includes the charter of a corporation organized pursuant to the provisions of any law of this state. B. Any corporation whose certificate of incorporation has become forfeited by la…

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 corpo…

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, failu…

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 …

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 …

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 Corporat…

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 …

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 …