Oklahoma § 18-1096

§ 18-1096.

Dissolution – Procedure.

DISSOLUTION; PROCEDURE

A. If it should be deemed advisable in the judgment of the

board of directors of any corporation that it should be dissolved,

the board, after the adoption of a resolution to that effect by a

majority of the whole board at any meeting called for that purpose,

shall cause notice to be mailed to each shareholder entitled to vote

thereon as of the record date for determining the shareholders

entitled to notice of the meeting of the adoption of the resolution

and of a meeting of shareholders to take action upon the resolution.

B. At the meeting a vote shall be taken upon the proposed

dissolution. If a majority of the outstanding stock of the

corporation entitled to vote thereon shall vote for the proposed

dissolution, a certificate of dissolution shall be filed with the

Secretary of State pursuant to subsection D of this section.

C. Dissolution of a corporation may also be authorized without

action of the directors if all the shareholders entitled to vote

thereon shall consent in writing and a certificate of dissolution

Oklahoma Statutes - Title 18. Corporations

shall be filed with the Secretary of State pursuant to subsection D

of this section.

D. If dissolution is authorized in accordance with this

section, a certificate of dissolution shall be executed,

acknowledged and filed, and shall become effective, in accordance

with Section 1007 of this title. Such certificate of dissolution

shall set forth:

1. The name of the corporation;

2. The date dissolution was authorized;

3. That the dissolution has been authorized by the board of

directors and shareholders of the corporation, in accordance with

subsections A and B of this section, or that the dissolution has

been authorized by all of the shareholders of the corporation

entitled to vote on a dissolution, in accordance with subsection C

of this section;

4. The names and addresses of the directors and officers of the

corporation; and

5. The date of filing of the corporation’s original certificate

of incorporation with the Secretary of State.

E. The resolution authorizing a proposed dissolution may

provide that notwithstanding authorization or consent to the

proposed dissolution by the shareholders, or the members of a

nonstock corporation pursuant to Section 1097 of this title, the

board of directors or governing body may abandon such proposed

dissolution without further action by the shareholders or members.

F. If a corporation has included in its certificate of

incorporation a provision limiting the duration of its existence to

a specified date in accordance with paragraph 5 of subsection B of

Section 1006 of this title, a certificate of dissolution shall be

executed, acknowledged, and filed in accordance with Section 1007 of

this title within ninety (90) days before such specified date and

shall become effective on such specified date. Such certificate of

dissolution shall set forth:

1. The name of the corporation;

2. The date specified in the corporation’s certificate of

incorporation limiting the duration of its existence;

3. The names and addresses of the directors and officers of the

corporation; and

4. The date of filing of the corporation’s original certificate

of incorporation with the Secretary of State.

Failure to timely file a certificate of dissolution under this

subsection with respect to any corporation shall not affect the

expiration of such corporation’s existence on the date specified in

its certificate of incorporation under paragraph 5 of subsection B

of Section 1006 of this title and shall not eliminate the

requirement to file a certificate of dissolution as contemplated by

this subsection. If a certificate of good standing is issued by the

Oklahoma Statutes - Title 18. Corporations

Secretary of State after the date specified in a corporation’s

certificate of incorporation under paragraph 5 of subsection B of

Section 1006 of this title, such certificate of good standing shall

be of no force or effect.

G. A corporation shall be dissolved upon the earlier of the

date specified in such corporation’s certificate of incorporation

under paragraph 5 of subsection B of Section 1006 of this title or

upon the effectiveness in accordance with Section 1007 of this title

of a certificate of dissolution filed in accordance with this

section.

Added by Laws 1986, c. 292, § 96, eff. Nov. 1, 1986. Amended by

Laws 1988, c. 323, § 21, eff. Nov. 1, 1988; Laws 2017, c. 323, § 28,

eff. Nov. 1, 2017; Laws 2024, c. 120, § 34, eff. Nov. 1, 2024.