Oklahoma § 18-1080

§ 18-1080.

Restated certificate of incorporation.

Oklahoma Statutes - Title 18. Corporations

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 Secretary of State one or more

certificates or other instruments pursuant to any of the sections

referred to in Section 1008 of this title, and it may at the same

time also further amend its certificate of incorporation by adopting

a restated certificate of incorporation.

B. If the restated certificate of incorporation merely restates

and integrates but does not further amend the certificate of

incorporation, as up to that time amended or supplemented by any

instrument that was filed pursuant to any of the sections mentioned

in Section 1008 of this title, it may be adopted by the board of

directors without a vote of the shareholders, or it may be proposed

by the directors and submitted by them to the shareholders for

adoption, in which case the procedure and vote required, if any, by

Section 1077 of this title for amendment of the certificate of

incorporation shall be applicable. If the restated certificate of

incorporation restates and integrates and also further amends in any

respect the certificate of incorporation, as up to that time amended

or supplemented, it shall be proposed by the directors and adopted

by the shareholders in the manner and by the vote prescribed by

Section 1077 of this title or, if the corporation has not received

any payment for any of its stock, in the manner and by the vote

prescribed by Section 1076 of this title.

C. A restated certificate of incorporation shall be

specifically designated as such in its heading. It shall state,

either in its heading or in an introductory paragraph, the

corporation's present name, and, if it has been changed, the name

under which it was originally incorporated, and the date of filing

of its original certificate of incorporation with the Secretary of

State. If it was adopted by the board of directors without a vote

of the shareholders, unless it was adopted pursuant to the

provisions of Section 1076 of this title or without a vote of

members pursuant to paragraph 3 of subsection B of Section 1077 of

this title, it shall state that it only restates and integrates and

does not further amend the provisions of the corporation's

certificate of incorporation as up to that time amended or

supplemented, and that there is no discrepancy between those

provisions and the provisions of the restated certificate. A

restated certificate of incorporation may omit:

1. Such provisions of the original certificate of incorporation

which named the incorporator or incorporators, the initial board of

directors, and the original subscribers for shares; and

2. Such provisions contained in any amendment to the

certificate of incorporation as were necessary to effect a change,

Oklahoma Statutes - Title 18. Corporations

exchange, reclassification, subdivision, combination or cancellation

of stock, if such change, exchange, reclassification, subdivision,

combination or cancellation has become effective.

Any such omissions shall not be deemed a further amendment.

D. A restated certificate of incorporation shall be executed,

acknowledged and filed in accordance with the provisions of Section

1007 of this title. Upon its filing with the Secretary of State,

the original certificate of incorporation, as up to that time

amended or supplemented, shall be superseded. From that time

forward, the restated certificate of incorporation, including any

further amendments or changes made thereby, shall be the certificate

of incorporation of the corporation, but the original date of

incorporation shall remain unchanged.

E. Any amendment or change effected in connection with the

restatement and integration of the certificate of incorporation

shall be subject to any other provision of the Oklahoma General

Corporation Act, not inconsistent with the provisions of this

section, which would apply if a separate certificate of amendment

were filed to effect such amendment or change.

Added by Laws 1986, c. 292, § 80, eff. Nov. 1, 1986. Amended by

Laws 1996, c. 69, § 5, eff. Nov. 1, 1996; Laws 2004, c. 255, § 19,

eff. Nov. 1, 2004; Laws 2017, c. 323, § 21, eff. Nov. 1, 2017.