Title 18 — Title 18 — Corporations

in Full. LIABILITY OF SHAREHOLDER OR SUBSCRIBER FOR STOCK NOT PAID IN FULL A. When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber fo…

PAYMENT FOR STOCK NOT PAID IN FULL The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. The directors, from time to time, may demand payment, in respect of each share of stock not fully paid, of such sum of money as …

FAILURE TO PAY FOR STOCK; REMEDIES When any shareholder fails to pay any installment or call upon his stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any ba…

REVOCABILITY OF PRE-INCORPORATION SUBSCRIPTIONS Unless otherwise provided for by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of six (6…

FORMALITIES REQUIRED OF STOCK SUBSCRIPTIONS A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by his agent. Added by Laws 1986, c…

of new certificate or uncertificated shares. LOST, STOLEN, OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATE OR UNCERTIFICATED SHARES A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate previously issued by it that is…

certificate or uncertificated shares. JUDICIAL PROCEEDINGS TO COMPEL ISSUANCE OF NEW CERTIFICATE OR UNCERTIFICATED SHARES A. If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate previously issued by it, or by any corp…

SITUS OF OWNERSHIP OF STOCK For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this state…

DIVIDENDS; PAYMENT; WASTING ASSET CORPORATIONS A. The directors of every corporation, subject to any restrictions contained in its certificate of incorporation, may declare and pay dividends upon the shares of its capital stock, either out of its surplus, as defined in and comput…

SPECIAL PURPOSE RESERVES The directors of a corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Added by Laws 1986, c. 292, § 50, eff. Nov. 1, 1986.

redemption. LIABILITY OF DIRECTORS AS TO DIVIDENDS OR STOCK REDEMPTION A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such inform…

DECLARATION AND PAYMENT OF DIVIDENDS No corporation shall pay dividends except in accordance with the provisions of the Oklahoma General Corporation Act. Dividends may be paid in cash, in property, or in shares of the corporation's capital stock. If the dividend is to be paid in …

or Unlawful Stock Purchase or Redemption - Exoneration from Liability - Contribution among Directors - Subrogation. LIABILITY OF DIRECTORS FOR UNLAWFUL PAYMENT OF DIVIDEND OR UNLAWFUL STOCK PURCHASE OR REDEMPTION; EXONERATION FROM LIABILITY; CONTRIBUTION AMONG DIRECTORS; SUBROGAT…

Stock. TRANSFER OF STOCK, STOCK CERTIFICATES AND UNCERTIFICATED STOCK Except as otherwise provided for in the Oklahoma General Corporation Act, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by the Uniform C…

RESTRICTION ON TRANSFER OF SECURITIES A. A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of a corporation’s securities that may be owned by any person or group of persons, if permitted by this sect…

RATIFICATION OF DEFECTIVE CORPORATE ACTS AND STOCK A. Subject to subsection F of this section, no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the Distr…

acts and stock. PROCEEDINGS REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND STOCK A. Subject to subsection F of this section, upon application by the corporation, any successor entity to the corporation, any member of the board of directors, any record or beneficial holder of …

MEETINGS OF SHAREHOLDERS A. 1. Meetings of shareholders may be held at such place, either within or without this state, as may be designated by or in the manner provided in the certificate of incorporation or bylaws or, if not so designated, as determined by the board of director…

VOTING RIGHTS OF SHAREHOLDERS; PROXIES; LIMITATIONS A. Unless otherwise provided for in the certificate of incorporation and subject to the provisions of Section 1058 of this title, each shareholder shall be entitled to one vote for each share of capital stock held by the shareho…

FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD A. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the board of directors may fix a record date, which record date shal…

CUMULATIVE VOTING The certificate of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be e…

Quorum - Proxies. VOTING RIGHTS OF MEMBERS OF NONSTOCK CORPORATIONS; QUORUM; PROXIES A. The provisions of Sections 1056 through 1059 and 1061 of this title shall not apply to nonstock corporations, except that subsections A and D of Section 1056 and subsections C, D and E of Sect…

QUORUM AND REQUIRED VOTE FOR STOCK CORPORATIONS Subject to the provisions of the Oklahoma General Corporation Act, in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may spe…

of Stock. VOTING RIGHTS OF FIDUCIARIES, PLEDGORS AND JOINT OWNERS OF STOCK A. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books o…

VOTING TRUSTS AND OTHER VOTING AGREEMENTS A. One (1) or more shareholders, by agreement in writing, may deposit capital stock of an original issue with or transfer capital stock to any person or persons, or entity or entities, authorized to act as trustee, for the purpose of vest…

refusal to produce stock ledger. LIST OF SHAREHOLDERS ENTITLED TO VOTE; PENALTY FOR REFUSAL TO PRODUCE STOCK LEDGER A. The corporation shall prepare, no later than the tenth day before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeti…

INSPECTION OF BOOKS AND RECORDS A. As used in this section: 1. "Shareholder" means a shareholder of record in a stock corporation, or a person who is the beneficial owner of shares of stock held either in a voting trust or by a nominee on behalf of a person; 2. "Under oath" inclu…

reimbursement. ACCESS TO PROXY SOLICITATION MATERIALS; PROXY EXPENSE REIMBURSEMENT A. The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be required, to the extent and subject to such procedures or conditions as may be…

Debenture Holders. VOTING, INSPECTION AND OTHER RIGHTS OF BONDHOLDERS AND DEBENTURE HOLDERS Every corporation, in its certificate of incorporation, may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vot…

NOTICE OF MEETINGS AND ADJOURNED MEETINGS A. Whenever shareholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with Section 1075.2 of this title. The notice shall state the place, if any, date and hour of the mee…

VACANCIES AND NEWLY CREATED DIRECTORSHIPS A. 1. Unless otherwise provided in the certificate of incorporation or bylaws: a. vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the ri…

FORM OF RECORDS Any records administered by or on behalf of a corporation in the regular course of its business including its stock ledger, books of account and minute books may be kept on, or by means of, or be in the form of, any information storage device, method or one or mor…

determine validity. CONTESTED ELECTION OF DIRECTORS; PROCEEDINGS TO DETERMINE VALIDITY A. Upon application of any shareholder or director, or any officer whose title to office is contested, the district court may hear and determine the validity of any election, appointment, remov…

deadlock or for other cause. APPOINTMENT OF CUSTODIAN OR RECEIVER OF CORPORATION ON DEADLOCK OR FOR OTHER CAUSE A. The district court, upon application of any shareholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of …

POWERS OF COURT IN ELECTIONS OF DIRECTORS A. The district court, in any proceeding instituted pursuant to the provisions of Section 1056, 1060 or 1070 of this title, may determine the right and power of persons claiming to own stock, or in the case of a corporation without capita…

CONSENT OF SHAREHOLDERS IN LIEU OF MEETING A. Unless otherwise provided for in the certificate of incorporation, any action required by the provisions of the Oklahoma General Corporation Act to be taken at any annual or special meeting of shareholders of a corporation or any acti…

WAIVER OF NOTICE Whenever notice is required to be given under any provision of the Oklahoma General Corporation Act or of the certificate of incorporation or bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the …

EXCEPTION TO REQUIREMENTS OF NOTICE A. Whenever notice is required to be given, pursuant to any provision of this title or of the certificate of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person…

VOTING PROCEDURES AND INSPECTORS OF ELECTIONS A. The corporation shall, in advance of any meeting of shareholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to …

consent. ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT A. Without limiting the manner of which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, the…

address. SINGLE WRITTEN NOTICE TO SHAREHOLDERS SHARING AN ADDRESS A. Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, th…

of payment for stock. AMENDMENT OF CERTIFICATE OF INCORPORATION BEFORE RECEIPT OF PAYMENT FOR STOCK A. Before a corporation has received any payment for any of its stock, or before it has any members, as applicable, it may amend its certificate of incorporation at any time or tim…

of payment for stock - Nonstock corporations. AMENDMENT OF CERTIFICATE OF INCORPORATION AFTER RECEIPT OF PAYMENT FOR STOCK - NONSTOCK CORPORATIONS A. 1. After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amen…

RETIREMENT OF STOCK A. A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding. B. Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized …

REDUCTION OF CAPITAL A. A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways: 1. By reducing or eliminating the capital represented by shares of capital stock which have been retired; or 2. By applying to an otherwise authori…

RESTATED CERTIFICATE OF INCORPORATION A. A corporation, whenever desired, may integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having up to that time been filed with the Secret…

MERGER OR CONSOLIDATION OF DOMESTIC CORPORATIONS A. Any two or more domestic corporations may merge into a single surviving corporation, which may be any one of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant …

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

or corporations. MERGER OF PARENT CORPORATION AND SUBSIDIARY CORPORATION OR CORPORATIONS A. In any case in which at least ninety percent (90%) of the outstanding shares of each class of stock of a corporation or corporations, other than a corporation which has in its certificate …

corporations. MERGER OF PARENT ENTITY AND SUBSIDIARY CORPORATION OR CORPORATIONS A. In any case in which: 1. At least ninety percent (90%) of the outstanding shares of each class of the stock of a corporation or corporations, other than a corporation which has in its certificate …