Title 18 — Title 18 — Corporations

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 i…

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…

business in state - Procedure FOREIGN CORPORATIONS; DEFINITION; QUALIFICATION TO DO BUSINESS IN STATE; PROCEDURE A. As used in the Oklahoma General Corporation Act, the words "foreign corporation" mean a corporation organized pursuant to the laws of any jurisdiction other than th…

mailing address, authorized capital or business purpose, or merger, consolidation or conversion. ADDITIONAL REQUIREMENTS IN CASE OF CHANGE OF NAME, MAILING ADDRESS, AUTHORIZED CAPITAL OR BUSINESS PURPOSE, OR MERGER, CONSOLIDATION OR CONVERSION A. Every foreign corporation admitte…

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, …

served. CHANGE OF REGISTERED AGENT UPON WHOM PROCESS MAY BE SERVED A. 1. Any foreign corporation which has qualified to do business in this state may change its registered agent and substitute another registered agent by filing a certificate with the Secretary of State, acknowled…

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 Hu…

- Service of process on Secretary of State. WITHDRAWAL OF FOREIGN CORPORATION FROM STATE; PROCEDURE; SERVICE OF PROCESS ON SECRETARY OF STATE A. Any foreign corporation which shall have qualified to do business in this state pursuant to the provisions of Section 1130 of this titl…

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 …

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 …

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 com…

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…

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 …

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 dul…

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 exec…

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 wher…

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 …

FILING AND OTHER SERVICE FEES A. The Secretary of State, for services performed in the Office of the Secretary of State and for expense of mailing, shall charge and collect the following fees: 1. For any report, document, or other paper required to be filed in the Office of the S…

FEES FOR TELEPHONE ASSISTANCE The Secretary of State is authorized to charge fees as provided by law for a telephone assistance service to provide information concerning records retained by the Secretary of State. Added by Laws 1990, c. 264, § 95, operative July 1, 1990.

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 Section…

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 per…

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 …

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…

CONTROL SHARE ACQUISITION; DEFINITION A. As used in Sections 1145 through 1155 of this title, "control share acquisition" means acquisition by any person of ownership of, or the power to direct the exercise of voting power with respect to, control shares. B. A person who acquires…

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 v…

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 Exchang…

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. Sectio…

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 co…

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 corporatio…

rights. SHAREHOLDER MEETING TO DETERMINE CONTROL SHARE VOTING RIGHTS A. If, at the time of delivery of an acquiring person statement, the acquiring person requests a special meeting and gives an undertaking to pay the corporation's expenses of the special meeting, within ten (10)…

NOTICE OF SHAREHOLDER MEETING A. If a special meeting is requested as provided in Section 21 of this act, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the r…

RESOLUTION GRANTING CONTROL SHARE VOTING RIGHTS A. All votes cast at the meeting for or against the resolution contained in the acquiring person statement must be identified as noninterested shares. To be approved, the resolution shall receive the affirmative votes of a majority …

REDEMPTION OF CONTROL SHARES A. If authorized in a corporation's certificate of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with …

RIGHTS OF DISSENTING SHAREHOLDERS A. Unless otherwise provided in a corporation's certificate of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the ac…

Applicability. A. This act shall be known and may be cited as the "Oklahoma Benefit Corporation Act". This act shall be applicable to all benefit corporations. B. The existence of a provision of this act shall not of itself create an implication that a contrary or different rule …

As used in the Oklahoma Benefit Corporation Act: 1. "Benefit corporation" means: a. a business corporation incorporated under the Oklahoma General Corporation Act that is subject to this act, or b. a state bank or trust company incorporated under Title 6 of the Oklahoma Statutes …

A. A benefit corporation that is not a state bank or trust company shall be incorporated in accordance with the Oklahoma General Corporation Act, except that its certificate of incorporation shall also state that it is a benefit corporation. B. A benefit corporation that is a sta…

corporations. A. An existing business corporation may become a benefit corporation under the Oklahoma Benefit Corporation Act by amending its certificate of incorporation so that it contains, in addition to the requirements of Title 6 or Title 18 of the Oklahoma Statutes, a state…

A. A benefit corporation may terminate its status and cease to be subject to the Oklahoma Benefit Corporation Act by amending its certificate of incorporation to delete the provision required by Sections 3 and 4 of this act to be stated in the certificate of a benefit corporation…

A. A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under the Oklahoma General Corporation Act or the Oklahoma Banking Code. B. The certificate of incorporation of a benefit corporation may identify one or m…

individual directors. A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation: 1. Shall consider the effects of a…

A. Each officer of a benefit corporation shall consider the interests and factors described in paragraph 1 of subsection A of Section 7 of this act in the manner provided in paragraph 3 of subsection A of Section 7 of this act if: 1. The officer has discretion to act with respect…

A. Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: 1. Failure to pursue or create general public benefit or a specific public benefit set forth in its certifi…

A. A benefit corporation shall annually provide its shareholders with a statement as to the corporation's promotion of general public benefit and any specific public benefit identified in the certificate of incorporation. The statement shall include: 1. The objectives the board o…

This act shall be known and may be cited as the "Oklahoma Limited Liability Company Act". Added by Laws 1992, c. 148, § 1, eff. Sept. 1, 1992.

DEFINITIONS As used in the Oklahoma Limited Liability Company Act, unless the context otherwise requires: 1. “Articles of organization” means documents filed for the purpose of forming a limited liability company, and the articles as amended; 2. “Bankrupt” means bankrupt under th…

A limited liability company may be formed under this act for the purpose of carrying on any lawful business, purpose or activity, whether or not for profit, except that a limited liability company may not conduct business as a domestic insurer. Added by Laws 1992, c. 148, § 3, ef…

Each limited liability company may: 1. Sue, be sued, complain and defend in all courts; 2. Transact its business, carry on its operations and have and exercise the powers granted by this section in any state, territory, district or possession of the United States, and in any fore…

FILING THE ARTICLES OF ORGANIZATION A. One or more persons may form a limited liability company upon the filing of executed articles of organization with the Office of the Secretary of State. B. 1. When the articles of organization become effective, the proposed organization beco…

A. The articles of organization shall set forth: 1. The name of the limited liability company; 2. The term of the existence of the limited liability company which may be perpetual; and 3. The street address of its principal place of business, wherever located, and the name and st…