Oklahoma § 18-1041 - Corporation's powers respecting ownership, voting, etc

§ 18-1041. Corporation's powers respecting ownership, voting, etc

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, exchange, transfer, or

otherwise dispose of, pledge, use and otherwise deal in and with its

own shares; provided, however, that no corporation shall:

1. Purchase or redeem its own shares of capital stock for cash

or other property when the capital of the corporation is impaired or

when the purchase or redemption would cause any impairment of the

capital of the corporation, except that a corporation other than a

nonstock corporation may purchase or redeem out of capital any of

its own shares which are entitled upon any distribution of its

assets, whether by dividend or in liquidation, to a preference over

another class or series of its stock, or, if no shares entitled to a

preference are outstanding, any of its own shares if such shares

will be retired upon their acquisition and the capital of the

corporation reduced in accordance with the provisions of Sections

1078 and 1079 of this title. Nothing in this subsection shall

invalidate or otherwise affect a note, debenture, or other

obligation of a corporation given by it as consideration for its

acquisition by purchase, redemption, or the exchange of its shares

of stock if at the time such note, debenture, or obligation was

delivered by the corporation its capital was not then impaired or

did not thereby become impaired;

2. Purchase, for more than the price at which they may then be

redeemed, any of its shares which are redeemable at the option of

the corporation; or

3.

a.

In the case of a corporation other than a nonstock

corporation, redeem any of its shares unless their

redemption is authorized by subsection B of Section

1032 of this title and then only in accordance with

the provisions of that section and the certificate of

incorporation, or

b.

In the case of a nonstock corporation, redeem any of

its membership interests, unless their redemption is

authorized by the certificate of incorporation and

then only in accordance with the certificate of

incorporation.

B. Nothing in this section shall be construed to limit or

affect a corporation’s right to resell any of its shares theretofore

purchased or redeemed out of surplus and which have not been

Oklahoma Statutes - Title 18. Corporations

retired, for consideration fixed by the board of directors or by the

shareholders if the certificate of incorporation so provides.

C. Shares of a corporation’s capital stock shall neither be

entitled to vote nor be counted for quorum purposes if the shares

belong to:

1. The corporation;

2. Another corporation, if a majority of the shares entitled to

vote in the election of directors of the other corporation is held,

directly or indirectly; or

3. Any other entity, if a majority of the voting power of such

other entity is held directly or indirectly by the corporation, or

if such other entity is otherwise controlled directly or indirectly

by the corporation.

Nothing in this section shall be construed as limiting the right

of any corporation to vote stock including, but not limited to, its

own stock, held by it in a fiduciary capacity.

D. Shares which have been called for redemption shall not be

deemed to be outstanding shares for the purpose of voting or

determining the total number of shares entitled to vote on any

matter on and after the date on which written notice of redemption

has been sent to holders thereof and a sum sufficient to redeem

those shares has been irrevocably deposited or set aside to pay the

redemption price to the holders of the shares upon surrender of the

certificates.

Added by Laws 1986, c. 292, § 41, eff. Nov. 1, 1986. Amended by

Laws 1998, c. 422, § 7, eff. Nov. 1, 1998; Laws 2019, c. 88, § 8,

eff. Nov. 1, 2019; Laws 2024, c. 120, § 21, eff. Nov. 1, 2024.