Title 18 — Title 18 — Corporations

A. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, and sh…

AGREEMENT OF MERGER OF CONSOLIDATION A. Pursuant to an agreement of merger or consolidation, a domestic limited liability company may merge or consolidate with or into one or more domestic or foreign limited liability companies or other entities. As used in this section, "entity"…

CONVERSION OF AN ENTITY TO A LIMITED LIABILITY COMPANY A. As used in this section, the term “entity” means a foreign limited liability company, a domestic or foreign public benefit limited liability company, a domestic or foreign corporation, a domestic or foreign partnership whe…

CONVERSION OF A LIMITED LIABILITY COMPANY TO AN ENTITY A. A domestic limited liability company may convert to an entity upon the authorization of such conversion in accordance with this section. As used in this section, the term “entity” means a domestic or foreign protected or r…

An operating agreement or other agreement may provide that contractual appraisal rights with respect to a membership interest or another interest in a limited liability company shall be available for any class or group of members or membership interests in connection with any ame…

having separate rights - Personal obligation of member or manager. SERIES OF MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS HAVING SEPARATE RIGHTS - PERSONAL OBLIGATION OF MEMBER OR MANAGER A. An operating agreement may establish or provide for the establishment of one or more design…

interests, or assets. REGISTERED SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS A. If an operating agreement provides for the establishment or formation of one or more series, then a registered series may be formed by complying with this section. An operating agreem…

series. CONVERSION OF A PROTECTED SERIES TO A REGISTERED SERIES A. A protected series of a domestic limited liability company may convert to a registered series of the domestic limited liability company by complying with this section and filing in the Office of the Secretary of S…

series. CONVERSION OF A REGISTERED SERIES TO A PROTECTED SERIES A. Upon compliance with this section, a registered series of a domestic limited liability company may convert to a protected series of the domestic limited liability company. An existing registered series may not bec…

MERGER AND CONSOLIDATION OF REGISTERED SERIES A. Under an agreement of merger or consolidation, one or more registered series may merge or consolidate with or into one or more other registered series of the same limited liability company with such registered series as the agreeme…

DIVISION OF A LIMITED LIABILITY COMPANY A. As used in this act: 1. “Dividing company” means the domestic limited liability company that is effecting a division in the manner provided in this section; 2. “Division” means the division of a dividing company into two or more domestic…

The Secretary of State shall charge and collect the following fees: 1. For filing the original articles of organization, a fee of One Hundred Dollars ($100.00); 2. For filing restated articles of organization, including amended and restated articles of organization, a fee of Fift…

FAILURE TO PAY REGISTERED AGENT FEES A domestic or foreign limited liability company or registered series for which the Secretary of State acts as the registered agent that fails to pay the registered agent fee by the due date as provided in paragraph 12 of Section 2055 of this t…

company and registered series and foreign limited liability company. ANNUAL CERTIFICATE FOR DOMESTIC LIMITED LIABILITY COMPANY AND FOREIGN LIMITED LIABILITY COMPANY A. Every domestic limited liability company and every foreign limited liability company registered to do business i…

registered series. REINSTATEMENT OF A LIMITED LIABILITY COMPANY OR REGISTERED SERIES A. A domestic limited liability company or registered series not in good standing for failure to file an annual certificate and pay the annual certificate fees or registered agent fees, including…

documents. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this act may petition the district court in the county where the registered office of the limited liability company is loca…

The provisions of this act shall apply to commerce with foreign nations and among the several states only as permitted by law. Added by Laws 1992, c. 148, § 58, eff. Sept. 1, 1992.

RULES OF CONSTRUCTION OF ACT A. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to the Oklahoma General Corporation Act. B. The law of estoppel shall apply to this act. C. The law of agency shall apply under this act.…

DOCUMENT FORM, SIGNATURE, AND DELIVERY. A. Except as provided in subsection B of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered: 1. Any act or transaction contemplated or go…

The district court shall have jurisdiction to enforce the provisions of this act. Added by Laws 1992, c. 148, § 60, eff. Sept. 1, 1992.

CASES NOT PROVIDED FOR IN ACT In any case not provided for in the Oklahoma Limited Liability Company Act, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern. Added by Laws 1992, c. 148, § 61, eff. Sep…

PUBLIC BENEFIT LIMITED LIABILITY COMPANIES. A. Sections 23 through 29 of this act shall be known and may be cited as the “Oklahoma Public Benefit Limited Liability Company Act” and within such sections as this act. B. A “public benefit limited liability company” is a for-profit l…

CERTAIN AMENDMENTS AND MERGERS; VOTES REQUIRED. A. Upon the approval of members or other holders who own at least two-thirds (2/3) of the then outstanding equity interests entitled to vote: 1. An existing domestic limited liability company including a professional limited liabili…

DUTIES OF MEMBERS OR MANAGERS. A. The members or managers or other persons with authority to manage or direct the business and affairs of a public benefit limited liability company shall manage or direct the business and affairs of the public benefit limited liability company in …

PERIODIC STATEMENTS AND THIRD-PARTY CERTIFICATION. A public benefit limited liability company shall no less than biennially provide its members with a statement as to the limited liability company's promotion of the public benefit or public benefits set forth in its articles of o…

DERIVATIVE SUITS. Members of a public benefit limited liability company or assignees of membership interests in a public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least two percent (2%) of the the…

NO EFFECT ON OTHER LIMITED LIABILITY COMPANIES. This act shall not affect a statute or rule of law that is applicable to a limited liability company that is not a public benefit limited liability company. Added by Laws 2021, c. 51, § 28, eff. Nov. 1, 2021.

ACCOMPLISHMENT BY OTHER MEANS. The provisions of this act shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit including a limited liabil…

Act of 2023. This act shall be known and may be cited as the "Oklahoma Hospital Cybersecurity Protection Act of 2023". Added by Laws 2023, c. 84, § 1, eff. Nov. 1, 2023.

As used in this act: 1. "Covered entity" means any hospital, as defined in Section 1-701 of Title 63 of the Oklahoma Statutes, whether for-profit or not-for-profit, which is owned, either in whole in or part, or is managed in whole or in part, by hospitals whose business is subje…

A. The requirements of this section are voluntary; provided, a covered entity may only seek an affirmative defense under this act if the following conditions are met: 1. A covered entity seeking an affirmative defense under this act shall create, maintain, and comply, including d…

A covered entity's cybersecurity program, as described in Section 3 of this act, reasonably conforms to an industry-recognized cybersecurity framework for purposes of that section if this section is satisfied: 1. The covered entity is subject to the requirements of the laws or re…

If any provision of this act or the application thereof to a covered entity is for any reason held to be invalid, the remainder of the provisions under those sections and the application of such provisions to other covered entities shall not be thereby affected. Added by Laws 202…

Sections 381.1 through 381.78 of this title and Sections 6, 7, 8, 25, 26, 27, 32, 37, 38, 39, 46, 50, 51, and 80 through 87 of this act shall be known and may be cited as the "Oklahoma Savings and Loan Code". Added by Laws 1970, c. 101, § 1, eff. June 1, 1970. Amended by Laws 198…

No association or foreign association shall transact business or operate in this state without a certificate of authority issued by the State Banking Commissioner. Laws 1970, c. 101, § 10, eff. June 1, 1970; Laws 1993, c. 183, § 34, eff. July 1, 1993.

powers – Orders – Notice and hearing – Temporary orders – Cooperative agreements - Opinions. A. The State Banking Commissioner shall have general supervision of associations, in addition to the authority set forth in other sections of this act. In addition to other powers conferr…

18 O.S. § 381.12 Repealed by Laws 1993, c. 183, § 73, eff. July 1, 1993

The State Banking Commissioner may appoint a savings and loan administrator with special duties and authority of conducting and supervising examinations of associations in addition to such other duties as the Commissioner may assign to the savings and loan administrator. The bond…

The State Banking Commissioner, or any member of his staff including any member of the Savings and Loan Advisory Council, shall not be liable in any civil action for damages for any act done or omitted in good faith in performing the functions of his office. Laws 1970, c. 101, § …

Office of Thrift Supervision – Assessments and fees – Special examinations. A. In the case of any insured association which is examined periodically by the Director of the Office of Thrift Supervision, and whose financial records are audited periodically in accordance with regula…

associations. At any time hereafter when ten or more individuals, residents of this state, desire to form a mutual association, or one or more individuals, residents of this state, desire to form a stock association under the provisions of this act, such persons, hereinafter refe…

The certificate of incorporation shall set forth: 1. The name of the association; 2. That its term of existence is perpetual; 3. That the purpose for which it is formed is to engage in the business of an association pursuant to the Oklahoma Savings and Loan Code and the rules pro…

The application for a certificate of authority to transact business as an association shall be accompanied by data concerning the community in which the proposed association is to be located, the occupations of the incorporators, and a plan for payment of expenses of the proposed…

The State Banking Commissioner shall act upon and issue an order granting or denying each application for a certificate of authority. If the Commissioner finds that the application should be granted, the Commissioner shall designate the amount of deposit accounts required and fix…

As used in the Oklahoma Savings and Loan Code: 1. "Act" or "this act" means the Oklahoma Savings and Loan Code; 2. "Association" means a savings and loan association or savings bank, including any association previously referred to as a building and loan association, incorporated…

A. Before a certificate of authority is issued for a new mutual association, there shall be paid into the escrow fund as subscriptions to deposit accounts of the proposed association such aggregate amount as the State Banking Commissioner shall deem adequate, but, if insured, not…

The corporate existence of an association shall begin on the date of filing of the certificate of incorporation with the Secretary of State and within thirty (30) days thereafter an organizational meeting shall be held by the deposit account holders or permanent capital stock sub…

The name of every association hereafter incorporated pursuant to this act, and of any existing association which hereafter changes its name, shall be approved by the State Banking Commissioner. The name shall not so nearly resemble the name of another association or federal assoc…

No person, firm, company, partnership or corporation, either domestic or foreign, unless lawfully authorized to do business in this state under the provisions of this act, shall do business in this state under any name or title which contains the terms "savings and loan", "buildi…

No association shall move its main office or branch office, or change its name except with permission granted by order of the State Banking Commissioner. In the event permission is granted to move the main office to a town or city other than that named in the certificate of incor…