Title 18, Title 18 — Corporations

The following statutes, acts, and parts thereof are hereby specifically repealed: Sections 121 to 126, inclusive, Title 12, Oklahoma Statutes 1941; Sections 891 to 896, inclusive, Title 12, Oklahoma Statutes 1941; and, Sections 451 to 459, inclusive, Title 18, Oklahoma Statutes 1…

SHORT TITLE Sections 1001 through 1144 of this title and Sections 18 and 25 through 27 of this act shall be known and may be cited as the "Oklahoma General Corporation Act". Section captions are part of the Oklahoma General Corporation Act. Added by Laws 1986, c. 292, § 1, eff. N…

SCOPE OF ACT A. The provisions of the Oklahoma General Corporation Act shall be applicable to every corporation, whether profit or not for profit, stock or nonstock, existing as of the effective date of this act or thereafter formed or qualified to transact business in this state…

General Corporation Act Part of Corporation's Chapter or Certificate of Incorporation. RESERVED POWER OF STATE TO AMEND OR REPEAL; OKLAHOMA GENERAL CORPORATION ACT PART OF CORPORATION'S CHARTER OR CERTIFICATE OF INCORPORATION The Oklahoma General Corporation Act may be amended or…

APPLICATION OF ACT TO NONSTOCK CORPORATIONS A. Except as otherwise provided in subsections B and C of this section, the provisions of this chapter shall apply to nonstock corporations in the manner specified in paragraphs 1 through 4 of this subsection: 1. All references to share…

INCORPORATORS; HOW CORPORATION FORMED; PURPOSES A. Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile or state of incorporation, may incorporate or organize a corporation pursuant to the provi…

OS 18-1006v1 (SB 649, Laws 2024, c. 121, § 1). OS 18-1006v2 (SB 620, Laws 2024, c. 120, § 10).

CERTIFICATE OF INCORPORATION; CONTENTS A. The certificate of incorporation shall set forth: 1. The name of the corporation which shall contain one of the words “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, …

CERTIFICATE OF INCORPORATION; CONTENTS A. The certificate of incorporation shall set forth: 1. The name of the corporation which shall contain one of the words “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, …

original certificate of incorporation and other instruments - Exceptions. EXECUTION, ACKNOWLEDGMENT, FILING AND EFFECTIVE DATE OF ORIGINAL CERTIFICATE OF INCORPORATION AND OTHER INSTRUMENTS; EXCEPTIONS A. Whenever any provision of the Oklahoma General Corporation Act requires any…

CERTIFICATE OF INCORPORATION; DEFINITION The term "certificate of incorporation", as used in the Oklahoma General Corporation Act, unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other c…

Evidence. CERTIFICATE OF INCORPORATION AND OTHER CERTIFICATES; EVIDENCE A copy of a certificate of incorporation, or of a restated certificate of incorporation, or of any other certificate which has been filed in the Office of the Secretary of State as required by any provision o…

COMMENCEMENT OF CORPORATE EXISTENCE Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with the provisions of Section 7 of this act, the incorporator or incorporators who signed the certificate, and his or thei…

POWERS OF INCORPORATORS If the persons who are to serve as directors until the first annual meeting of shareholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corpora…

in certificate of incorporation. ORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED IN CERTIFICATE OF INCORPORATION A. After the filing of the certificate of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the ini…

BYLAWS A. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in t…

EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY A. The board of directors of any corporation may adopt emergency bylaws, subject to repeal or amendment by action of the shareholders, which, notwithstanding any different provision in the Oklahoma General Corporation Act, in the cer…

and provisions of this title. NTERPRETATION AND ENFORCEMENT OF CORPORATE INSTRUMENTS AND PROVISIONS OF THIS TITLE A. Any shareholder, member or director may bring an action to interpret, apply or enforce or determine the validity of: 1. The provisions of the certificate of incorp…

FORUM SELECTION PROVISIONS The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provi…

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 gove…

GENERAL POWERS In addition to the powers enumerated in Section 16 of this act, every corporation, its officers, directors and shareholders shall possess and may exercise all the powers and privileges granted by the provisions of the Oklahoma General Corporation Act or by any othe…

SPECIFIC POWERS Every corporation created pursuant to the provisions of the Oklahoma General Corporation Act shall have power to: 1. Have perpetual succession by its corporate name, unless a limited period of duration is stated in its certificate of incorporation; 2. Sue and be s…

district required.. Any corporation borrowing money, securing any indebtedness, accepting grants, applying to borrow money, to secure any indebtedness, or to accept grants from the United States of America, or any instrumentality, agency or department thereof, which entitles that…

entities. POWERS RESPECTING SECURITIES OF OTHER CORPORATIONS OR ENTITIES Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer, or othe…

Vires. LACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to…

PRIVATE FOUNDATIONS; POWERS AND DUTIES A corporation of this state which is a private foundation under the United States internal revenue laws and whose certificate of incorporation does not expressly provide that this section shall not apply to it is required to act or to refrai…

LIMITATIONS UPON REAL ESTATE OWNERSHIP A. No corporation of any sort, whether coming within the general scope of the Oklahoma General Corporation Act or not, except as provided for in this section, shall own, hold, or take any real estate located in this state outside of any inco…

business in state. REGISTERED OFFICE IN STATE; PRINCIPAL OFFICE OR PLACE OF BUSINESS IN STATE A. Every corporation shall have and maintain in this state a registered office which may, but need not be, the same as its place of business. B. Whenever the term "corporation's principa…

REGISTERED AGENT IN STATE; RESIDENT AGENT A. Every domestic corporation shall have and maintain in this state a registered agent, which agent may be any of the following: 1. The domestic corporation itself; 2. An individual resident of this state; 3. A domestic corporation, a dom…

registered agent. CHANGE OF LOCATION OF REGISTERED OFFICE; CHANGE OF REGISTERED AGENT Any corporation, by resolution of its board of directors, may change the location of its registered office in this state to any other place in this state. By like resolution, the registered agen…

CHANGE OF ADDRESS OR NAME OF REGISTERED AGENT A. A registered agent may change the address of the registered office of the corporation or corporations for which he or she is the registered agent to another address in this state by filing with the Secretary of State a certificate …

of successor. RESIGNATION OF REGISTERED AGENT COUPLED WITH APPOINTMENT OF SUCCESSOR The registered agent of one or more corporations may resign and appoint a successor registered agent by filing in the name of each affected corporation a certificate with the Secretary of State st…

appointment of successor; absence of registered agent. RESIGNATION OF REGISTERED AGENT NOT COUPLED WITH APPOINTMENT OF SUCCESSOR; ABSENCE OF REGISTERED AGENT A. The registered agent of one or more corporations may resign without appointing a successor by filing in the name of eac…

Terms and quorum – Committees - Classes of directors - Nonstock corporations - Reliance upon books - Action without meeting; etc. BOARD OF DIRECTORS; POWERS; NUMBER; QUALIFICATIONS; TERMS AND QUORUM; COMMITTEES; CLASSES OF DIRECTORS; NONSTOCK CORPORATIONS; RELIANCE UPON BOOKS; AC…

Elect - Vacancies. OFFICERS; TITLES, DUTIES, SELECTION, TERM; FAILURE TO ELECT; VACANCIES A. Every corporation organized in accordance with the provisions of the Oklahoma General Corporation Act shall have such officers with such titles and duties as shall be stated in the bylaws…

of Employees and Officers. LOANS TO EMPLOYEES AND OFFICERS; GUARANTY OF OBLIGATIONS OF EMPLOYEES AND OFFICERS Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including an…

INTERESTED DIRECTORS; QUORUM A. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are…

agents – Insurance. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE A. A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, wh…

CLASSES AND SERIES OF STOCK; RIGHTS, ETC. A. Every corporation may issue one or more classes of stock or one or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may hav…

stock. ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK A. The consideration, as determined pursuant to the provisions of subsections A and B of Section 1034 of this title, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall b…

CONSIDERATION FOR STOCK A. Shares of stock with par value may be issued for such consideration, having a value not less than the par value of the shares so issued, as determined from time to time in accordance with Section 1033 of this title, or by the shareholders if the certifi…

net assets defined. DETERMINATION OF AMOUNT OF CAPITAL; CAPITAL, SURPLUS AND NET ASSETS DEFINED Any corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its ca…

FRACTIONS OF SHARES A corporation may, but shall not be required to, issue fractions of a share. If it does not issue fractions of a share, it shall: 1. arrange for the disposition of fractional interests by those entitled thereto; or 2. pay in cash the fair value of fractions of…

PARTLY PAID SHARES Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any partly paid shares, or upon the …

RIGHTS AND OPTIONS RESPECTING STOCK A. Subject to any provisions in the certificate of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options enti…

STOCK CERTIFICATES; UNCERTIFICATED SHARES The shares of a corporation shall be represented by certificates, provided that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be unce…

Taxation. SHARES OF STOCK; PERSONAL PROPERTY, TRANSFER AND TAXATION The shares of stock in every corporation shall be deemed personal property and transferable as provided for in the Uniform Commercial Code - Investment Securities. No stock or bonds issued by any corporation orga…

of its own stock - Rights of stock called for redemption. CORPORATION’S POWERS RESPECTING OWNERSHIP, VOTING, ETC. OF ITS OWN STOCK; RIGHTS OF STOCK CALLED FOR REDEMPTION A. Every corporation may purchase, redeem, receive, take, or otherwise acquire, own, hold, sell, lend, exchang…

ISSUANCE OF ADDITIONAL STOCK; WHEN AND BY WHOM The directors, at any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its certificate of incorporation to issue have not been issued, subscribed for, or otherwise committed to …

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…