Oklahoma § 18-1092 - Sale, lease or exchange of assets; consideration Procedure

§ 18-1092. Sale, lease or exchange of assets; consideration Procedure

SALE, LEASE OR EXCHANGE OF ASSETS; CONSIDERATION; PROCEDURE

A. Every corporation, at any meeting of its board of directors

or governing body, may sell, lease, or exchange all or substantially

all of its property and assets, including its goodwill and its

corporate franchises, upon such terms and conditions and for such

Oklahoma Statutes - Title 18. Corporations

consideration, which may consist in whole or in part of money or

other property, including shares of stock in, and/or other

securities of, any other corporation or corporations, as its board

of directors or governing body deems expedient and for the best

interests of the corporation, when and as authorized by a resolution

adopted by the holders of a majority of the outstanding stock of the

corporation entitled to vote thereon or, if the corporation is a

nonstock corporation, by a majority of the members having the right

to vote for the election of the members of the governing body and

any other members entitled to vote thereon under the certificate of

incorporation or the bylaws of such corporation, at a meeting duly

called upon at least twenty (20) days' notice. The notice of the

meeting shall state that such a resolution will be considered.

B. Notwithstanding authorization or consent to a proposed sale,

lease or exchange of a corporation's property and assets by the

shareholders or members, the board of directors or governing body

may abandon such proposed sale, lease or exchange without further

action by the shareholders or members, subject to the rights, if

any, of third parties under any contract relating thereto.

C. For purposes of this section only, the property and assets

of the corporation include the property and assets of any subsidiary

of the corporation. As used in this subsection, "subsidiary" means

any entity wholly owned and controlled, directly or indirectly, by

the corporation and includes, without limitation, corporations,

partnerships, limited partnerships, limited liability partnerships,

limited liability companies, and statutory trusts. Notwithstanding

subsection A of this section, except to the extent the certificate

of incorporation otherwise provides, no resolution by shareholders

or members shall be required for a sale, lease or exchange of

property and assets of the corporation to a subsidiary.

Added by Laws 1986, c. 292, § 92, eff. Nov. 1, 1986. Amended by

Laws 2008, c. 253, § 14; Laws 2019, c. 88, § 25, eff. Nov. 1, 2019.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of

Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held

unconstitutional by the Oklahoma Supreme Court in the case of

Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).