Oklahoma § 18-1205 - Termination of benefit corporation status

§ 18-1205. Termination of benefit corporation status

A. A benefit corporation may terminate its status and cease to

be subject to the Oklahoma Benefit Corporation Act by amending its

certificate of incorporation to delete the provision required by

Sections 3 and 4 of this act to be stated in the certificate of a

benefit corporation. In order to be effective, the amendment shall

be adopted by at least the minimum status vote.

B. 1. Except as provided in paragraph 2 of this subsection, if

a plan of merger, consolidation or conversion would have the effect

of terminating the status of a business corporation as a benefit

corporation, the plan shall be adopted by at least the minimum

status vote in order to be effective.

2. Paragraph 1 of this subsection shall not apply in the case

of a corporation that is a party to a merger if the shareholders of

the corporation are not entitled to vote on the merger.

3. Any sale, lease, exchange or other disposition of all or

substantially all of the assets of a benefit corporation, unless the

transaction is in the usual and regular course of business, shall

not be effective unless the transaction is approved by at least the

minimum status vote.

Added by Laws 2019, c. 45, § 5, eff. Nov. 1, 2019.