Oklahoma § 18-1097

§ 18-1097.

Dissolution of nonstock corporation - Procedure.

DISSOLUTION OF NONSTOCK CORPORATION; PROCEDURE

A. Whenever it shall be desired to dissolve any nonstock

corporation, the governing body shall perform all the acts necessary

for dissolution which are required by the provisions of Section 1096

of this title to be performed by the board of directors of a

corporation having capital stock. If the members of a corporation

having no capital stock are entitled to vote for the election of

members of its governing body or are entitled to vote for

dissolution under the certificate of incorporation or the bylaws of

such corporation, they shall perform all the acts necessary for

dissolution which are required by the provisions of Section 1096 of

this title to be performed by the shareholders of a corporation

having capital stock, including dissolution without action of the

members of the governing body if all the members of the corporation

entitled to vote thereon shall consent in writing and a certificate

of dissolution shall be filed with the Secretary of State pursuant

to subsection D of Section 1096 of this title. If there is no

member entitled to vote thereon, the dissolution of the corporation

shall be authorized at a meeting of the governing body, upon the

adoption of a resolution to dissolve by the vote of a majority of

members of its governing body then in office. In all other

respects, the method and proceedings for the dissolution of a

nonstock corporation shall conform as nearly as may be to the

proceedings prescribed by the provisions of Section 1096 of this

title for the dissolution of corporations having capital stock.

B. If a nonstock corporation has not commenced the business for

which the corporation was organized, a majority of the governing

body or, if none, a majority of the incorporators may surrender all

of the corporation rights and franchises by filing in the Office of

the Secretary of State a certificate, executed and acknowledged by a

majority of the incorporators or governing body, conforming as

Oklahoma Statutes - Title 18. Corporations

nearly as may be to the certificate prescribed by Section 1095 of

this title.

C. If a nonstock 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 include the information required by Section 1096

of this title. Failure to timely file a certificate of dissolution

under this subsection with respect to any nonstock 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 Secretary of State after the date specified in a

nonstock 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.

Added by Laws 1986, c. 292, § 97, eff. Nov. 1, 1986. Amended by

Laws 1988, c. 323, § 22, eff. Nov. 1, 1988; Laws 1999, c. 421, § 18,

eff. Nov. 1, 1999; Laws 2019, c. 88, § 26, eff. Nov. 1, 2019; Laws

2024, c. 120, § 35, eff. Nov. 1, 2024.