Title 18. Corporations
- §18-1.248. Statutes, acts, and parts thereof specifically repealed.
- §18-381.1. Short title.
- §18-381.2. Definitions.
- §18-381.2a. Successor agency to Federal Savings and Loan Insurance Corporation - Construction of terms.
- §18-381.3. Conformity of existing associations.
- §18-381.4. Existing capital accounts.
- §18-381.5. Abolition of Oklahoma Savings and Loan Board - Transfer of power, duties and responsibilities to State Banking Commissioner.
- §18-381.6a. Records - Confidentiality.
- §18-381.7a. Examinations – Reports by associations - Penalty.
- §18-381.8a. Preservation of documents – Electronically stored or imaged documents or reproductions.
- §18-381.10. Certificate of authority.
- §18-381.11. Supervision by State Banking Commissioner – Additional powers – Orders – Notice and hearing – Temporary orders – Cooperative agreements - Opinions.
- §18-381.13. Savings and loan administrator.
- §18-381.14. Limitation of liability.
- §18-381.15. Examination and audit reports from Director of the Office of Thrift Supervision – Assessments and fees – Special examinations.
- §18-381.16. Filing requirements for new mutual and stock associations.
- §18-381.17. Contents of certificate of incorporation.
- §18-381.18. Application and supporting data.
- §18-381.19. Order – Certificate of authority.
- §18-381.20. Payment into escrow account - Required savings capital.
- §18-381.21. Corporate existence - Organizational meeting.
- §18-381.22. Corporate name.
- §18-381.23. Exclusiveness of name.
- §18-381.24. Change of office location - Change of name.
- §18-381.24a. Branch banking - Deposit limitation – Certificate - Penalty.
- §18-381.24b. Detached facilities - Certificate - Making of loans prohibited - Penalty.
- §18-381.24c. Military savings facilities - Certificate - Application - Functions permitted - Penalty.
- §18-381.24d. Consumer banking electronic facilities - Assistance in operation of facility - Access - Authority of federal savings associations.
- §18-381.24e. Operations centers.
- §18-381.24f. Origination of loans and deposit accounts at locations other than main or branch office.
- §18-381.24g. Association subsidiary as agent of holding company.
- §18-381.25. Amendment of certificate of incorporation.
- §18-381.26. Bylaws - Resolutions of savings and loan associations - Limiting director's liability.
- §18-381.27. Membership and voting rights.
- §18-381.28. Members meetings.
- §18-381.29. Voting by proxy.
- §18-381.30. Quorum.
- §18-381.31. Directors.
- §18-381.31a. Examination of association affairs by board of directors.
- §18-381.32. Officers.
- §18-381.33. Indemnification - Directors, officers, employees and agents.
- §18-381.34. Fidelity bonds - Waiver.
- §18-381.36. Reserves and liquidity.
- §18-381.37. Capital - Deposit accounts - Liability.
- §18-381.38. Classification of deposit accounts.
- §18-381.39a. Joint accounts – P.O.D. accounts – Designation of beneficiaries - Payment.
- §18-381.40a. Totten Trusts – Express trusts - Payment.
- §18-381.41a. Deposit accounts with minors – Authority to control – Loans to minors prohibited.
- §18-381.42. Deposit accounts of incompetents.
- §18-381.43. Deposit accounts of administrators, executors, conservators, guardians, trustees or other fiduciaries.
- §18-381.44. Payment to administrator or executor of deceased nonresident.
- §18-381.45. Power of attorney - Revocation.
- §18-381.46. Right to withdraw.
- §18-381.47. Notice and payment of withdrawals.
- §18-381.48a. Sole owner accounts without payable-on-death beneficiary – Transfer of deposits to known heirs - Affidavit.
- §18-381.49. Earnings on deposit accounts.
- §18-381.50. Requirements to become deposit-type association or stock association.
- §18-381.51. Deposits authorized.
- §18-381.52a. Additional association powers and authorities – Special or fiduciary duties or obligations.
- §18-381.52b. Deposit accounts that may be provided.
- §18-381.53a. Permanent capital stock - Treasury stock - Redemption - Paid-in surplus - Dividends - Minimum capital requirements.
- §18-381.53b. Impairment of permanent capital stock - Notice - Appraisals - Assessments.
- §18-381.53c. Refusal or neglect to pay assessment - Sale of stock - Payment of assessment.
- §18-381.53d. Proceeds from assessment - Disposition.
- §18-381.53e. Permits to sell stock - Application - Issue of permit - Conditions - Amendment, alteration or revocation.
- §18-381.53f. Insurance.
- §18-381.54. General powers.
- §18-381.55. Investment in real property.
- §18-381.56. Investment in securities.
- §18-381.57. Loans.
- §18-381.58. Loan rates of interest.
- §18-381.59. Conversion into federal association.
- §18-381.60. Conversion into state-chartered association.
- §18-381.61. Merger or consolidation.
- §18-381.62. Voluntary liquidation.
- §18-381.63a. Purchase and sale of assets and business of association - Authorization and approval - Assumption of certificates of deposit - Transfer of fiduciary positions.
- §18-381.64. Authorized foreign associations.
- §18-381.65. Limited certificate of authority - Activities of unauthorized associations.
- §18-381.66. Federal associations.
- §18-381.66a. Conversion into national banking association or Oklahoma-chartered bank - Vesting of property rights - Pending actions - Conversion of mutual associations - Disposition of preexisting reserves.
- §18-381.66b. Conversion of national banking association or Oklahoma-chartered bank into stock association.
- §18-381.66c. Merger of national banking associations or Oklahoma-chartered banks into stock association - Approval by boards of directors - Terms of agreement - Approval by Board - Approval by stockholders.
- §18-381.66d. Merger of stock association into national banking association - Rights and liabilities of association and stockholders - Applicable law.
- §18-381.71. Definitions.
- §18-381.73. Acquisition of control - Prohibited transactions - Approval of acquisition - Branching, acquisition and conversion by subsidiaries - Limitations and restrictions - Applicable law - Penalties.
- §18-381.74. Taking possession by Commissioner.
- §18-381.75. Reorganization plan.
- §18-381.76. Liquidation by Commissioner.
- §18-381.77. Liquidation by Federal Deposit Insurance Corporation.
- §18-381.78. Removal of officer, director or employee by Commissioner.
- §18-381.79. Appeal of orders.
- §18-381.80. Criminal offenses - Penalties.
- §18-381.81. Payment or reimbursement by association for fine, penalty or judgment upon another person.
- §18-381.82. Receipt of deposit after notification of insolvency.
- §18-381.83. Certain persons prohibited from serving as officer or director.
- §18-381.84. Criminal embezzlement, abstraction, or misapplication of association funds.
- §18-381.85. Publishing, uttering, or circulating false statement or representation.
- §18-381.86. Injunctions – Enforcement of orders.
- §18-411. Reports - Misapplication of funds solicited.
- §18-421. Corporations authorized - Formation - Purposes.
- §18-422. Articles of incorporation.
- §18-423. Filing of articles - Certificate - Election by existing corporations.
- §18-424. Amendment of articles.
- §18-425. Powers.
- §18-426. Stock.
- §18-427. Voting rights.
- §18-428. Liability of subscribers and shareholders.
- §18-429. Directors - Selection and term - Quorum.
- §18-430. Removal of director or officer - Vacancies.
- §18-431. Liability of directors.
- §18-432. Dividends and profits - Reserve fund.
- §18-433. Illegal dividends - Liability of directors.
- §18-434. Financial statements.
- §18-435. Use of word "cooperative".
- §18-436. Forfeiture of charter.
- §18-437. Short title.
- §18-437.1. Rural electric cooperatives authorized.
- §18-437.2. Powers.
- §18-437.3. Name.
- §18-437.4. Incorporators.
- §18-437.5. Articles of incorporation.
- §18-437.6. Bylaws.
- §18-437.7. Members
- §18-437.8. Board of trustees.
- §18-437.9. Voting districts.
- §18-437.10. Officers.
- §18-437.11. Amendment of articles of incorporation - Change of location without amending articles.
- §18-437.12. Consolidation.
- §18-437.13. Merger.
- §18-437.14. Effect of consolidation or merger.
- §18-437.15. Conversion of existing corporations.
- §18-437.16. Initiative by members.
- §18-437.17. Dissolution.
- §18-437.18. Filing of articles - Certificate of incorporation - Filing.
- §18-437.19. Refunds to members.
- §18-437.20. Disposition of property.
- §18-437.21. Nonliability of members, trustees and officers for debts of cooperative.
- §18-437.22. Waiver of notice.
- §18-437.23. Foreign corporation.
- §18-437.24. Fees.
- §18-437.25. Exemption from excise and income taxes - License fee.
- §18-437.27. Securities Act exemption.
- §18-437.28. Definitions.
- §18-437.29. Construction of act.
- §18-438.1. Short title of act.
- §18-438.2. Organization authorized - Purpose.
- §18-438.3. Definitions.
- §18-438.4. Powers of cooperative.
- §18-438.5. Name.
- §18-438.6. Incorporators.
- §18-438.7. Articles of incorporation.
- §18-438.8. Bylaws.
- §18-438.9. Membership - Shares of stock - Qualification as patron.
- §18-438.10. Meetings of members.
- §18-438.11. Waiver of notice of meeting.
- §18-438.12. Board of trustees.
- §18-438.13. Division of territory into districts.
- §18-438.14. Officers.
- §18-438.15. Amendment of articles of incorporation.
- §18-438.16. Change of location of principal office.
- §18-438.17. Consolidation of cooperatives.
- §18-438.18. Merger of cooperatives.
- §18-438.19. Effect of consolidation or merger.
- §18-438.20. Conversion of other corporations into cooperatives.
- §18-438.21. Dissolution.
- §18-438.22. Presentation and filing of papers with Secretary of State.
- §18-438.23. Operation for mutual benefit - Disposition of receipts and revenues.
- §18-438.24. Mortgages, deeds of trust or pledges - Sale, lease, etc.
- §18-438.25. Members and shareholders not liable for debts.
- §18-438.26. Recording instruments - Lien.
- §18-438.27. Safety standards.
- §18-438.28. Acknowledgment of instruments.
- §18-438.29. Foreign nonprofit or cooperative corporation - Extensions of lines into state.
- §18-438.30. Connections with other lines.
- §18-438.31. Rates.
- §18-438.32. Approval of Corporation Commission - Orders - Certificate not required.
- §18-438.33. Cooperatives, nonprofit and mutual corporations and associations subject to act - Corrected articles of incorporation.
- §18-438.34. Partial invalidity.
- §18-438.35. Act deemed amendment of Constitution.
- §18-439.1. Conversion of grain elevator corporations to cooperatives - Procedure.
- §18-439.2. Filing articles of conversion with Secretary of State - Issuance of certificate of conversion.
- §18-441-101. Short title.
- §18-441-102. Definitions.
- §18-441-103. Limited cooperative association subject to amendment or repeal of the Uniform Limited Cooperative Association Act of 2009.
- §18-441-104. Nature of limited cooperative association.
- §18-441-105. Purpose and duration of limited cooperative association.
- §18-441-106. Powers.
- §18-441-107. Governing law.
- §18-441-108. Supplemental principles of law.
- §18-441-109. Requirements of other laws.
- §18-441-110. Relation to restraint of trade and antitrust laws.
- §18-441-111. Name.
- §18-441-112. Reservation of name.
- §18-441-113. Effect of organic rules.
- §18-441-114. Required information.
- §18-441-115. Business transactions of member with limited cooperative association.
- §18-441-116. Dual capacity.
- §18-441-117. Designated office and agent for service of process.
- §18-441-118. Change of designated office or agent for service of process.
- §18-441-119. Resignation of agent for service of process.
- §18-441-120. Service of process.
- §18-441-201. Signing of records delivered for filing to Secretary of State.
- §18-441-202. Signing and filing of records pursuant to judicial order.
- §18-441-203. Delivery to and filing of records by Secretary of State - Effective time and date.
- §18-441-204. Correcting filed record.
- §18-441-205. Liability for inaccurate information in filed record.
- §18-441-206. Certificate of good standing or authorization.
- §18-441-207. Annual report for Secretary of State.
- §18-441-208. Filing fees.
- §18-441-301. Organizers.
- §18-441-302. Formation of limited cooperative association - Articles of organization.
- §18-441-303. Organization of limited cooperative association.
- §18-441-304. Bylaws.
- §18-441-401. Authority to amend organic rules.
- §18-441-402. Notice and action on amendment of organic rules.
- §18-441-403. Method of voting on amendment of organic rules.
- §18-441-404. Voting by district, class, or voting group.
- §18-441-405. Approval of amendment.
- §18-441-406. Restated articles of organization.
- §18-441-407. Amendment or restatement of articles of organization - Filing.
- §18-441-501. Members.
- §18-441-502. Becoming a member.
- §18-441-503. No power as member to bind association.
- §18-441-504. No liability as member for association’s obligations.
- §18-441-505. Right of member and former member to information.
- §18-441-506. Annual meeting of members.
- §18-441-507. Special meeting of members.
- §18-441-508. Notice of members meeting.
- §18-441-509. Waiver of members meeting notice.
- §18-441-510. Quorum of members.
- §18-441-511. Voting by patron members.
- §18-441-512. Determination of voting power of patron member.
- §18-441-513. Voting by investor members.
- §18-441-514. Voting requirements for members.
- §18-441-515. Manner of voting.
- §18-441-516. Action without a meeting.
- §18-441-517. Districts and delegates - Classes of members.
- §18-441-601. Member’s interest.
- §18-441-602. Patron and investor members’ interests.
- §18-441-603. Transferability of member’s interest.
- §18-441-604. Security interest and set-off.
- §18-441-605. Charging orders for judgment creditor of member or transferee.
- §18-441-701. Authority.
- §18-441-702. Marketing contracts.
- §18-441-703. Duration of marketing contract.
- §18-441-704. Remedies for breach of contract.
- §18-441-801. Board of directors.
- §18-441-802. No liability as director for limited cooperative association’s obligations.
- §18-441-803. Qualifications of directors.
- §18-441-804. Election of directors and composition of board.
- §18-441-805. Term of director.
- §18-441-806. Resignation of director.
- §18-441-807. Removal of director.
- §18-441-808. Suspension of director by board.
- §18-441-809. Vacancy on board.
- §18-441-810. Remuneration of directors.
- §18-441-811. Meetings.
- §18-441-812. Action without meeting.
- §18-441-813. Meetings and notice.
- §18-441-814. Waiver of notice of meeting.
- §18-441-815. Quorum.
- §18-441-816. Voting.
- §18-441-817. Committees.
- §18-441-818. Standards of conduct and liability.
- §18-441-819. Conflict of interest.
- §18-441-820. Other considerations of directors.
- §18-441-821. Right of director or committee member to information.
- §18-441-822. Appointment and authority of officers.
- §18-441-823. Resignation and removal of officers.
- §18-441-901. Indemnification.
- §18-441-1001. Members’ contributions.
- §18-441-1002. Contribution and valuation.
- §18-441-1003. Contribution agreements.
- §18-441-1004. Allocations of profits and losses.
- §18-441-1005. Distributions.
- §18-441-1006. Redemption or repurchase.
- §18-441-1007. Limitations on distributions.
- §18-441-1008. Liability for improper distributions - Limitation of action.
- §18-441-1009. Relation to state securities law.
- §18-441-1101. Member’s dissociation.
- §18-441-1102. Effect of dissociation as member.
- §18-441-1103. Power of estate of member.
- §18-441-1201. Dissolution and winding up.
- §18-441-1202. Nonjudicial dissolution.
- §18-441-1203. Judicial dissolution.
- §18-441-1204. Voluntary dissolution before commencement of activity.
- §18-441-1205. Voluntary dissolution by the board and members.
- §18-441-1206. Winding up.
- §18-441-1207. Distribution of assets in winding up limited cooperative association.
- §18-441-1208. Known claims against dissolved limited cooperative association.
- §18-441-1209. Other claims against dissolved limited cooperative association.
- §18-441-1210. Court proceeding.
- §18-441-1211. Administrative dissolution.
- §18-441-1212. Reinstatement following administrative dissolution.
- §18-441-1213. Denial of reinstatement - Appeal.
- §18-441-1214. Statement of dissolution.
- §18-441-1215. Statement of termination.
- §18-441-1301. Derivative action.
- §18-441-1302. Proper plaintiff.
- §18-441-1303. Pleading.
- §18-441-1304. Approval for discontinuance or settlement.
- §18-441-1305. Proceeds and expenses.
- §18-441-1401. Governing law.
- §18-441-1402. Application for certificate of authority.
- §18-441-1403. Activities not constituting transacting business.
- §18-441-1404. Issuance of certificate of authority.
- §18-441-1405. Noncomplying name of foreign cooperative.
- §18-441-1406. Revocation of certificate of authority.
- §18-441-1407. Cancellation of certificate of authority - Effect of failure to have certificate.
- §18-441-1408. Action by Attorney General.
- §18-441-1501. Disposition of assets not requiring member approval.
- §18-441-1502. Member approval of other disposition of assets.
- §18-441-1503. Notice and action on disposition of assets.
- §18-441-1504. Disposition of assets.
- §18-441-1601. Definitions.
- §18-441-1602. Conversion.
- §18-441-1603. Action on plan of conversion by converting limited cooperative association.
- §18-441-1604. Filings required for conversion - Effective date.
- §18-441-1605. Effect of conversion.
- §18-441-1606. Merger.
- §18-441-1607. Notice and action on plan of merger by constituent limited cooperative association.
- §18-441-1608. Approval or abandonment of merger by members.
- §18-441-1609. Filings required for merger - Effective date.
- §18-441-1610. Effect of merger.
- §18-441-1611. Consolidation.
- §18-441-1612. Article not exclusive.
- §18-441-1701. Uniformity of application and construction.
- §18-441-1702. Relation to Electronic Signatures in Global and National Commerce Act.
- §18-441-1703. Savings clause.
- §18-441-1704. Act deemed amendment of Constitution.
- §18-471. Venue of actions.
- §18-481. Corporation surety authorized.
- §18-482. Permission to do business - Statements - Deposit.
- §18-483. Surety contracts, liberal construction of.
- §18-484. Quarterly reports - Revocation of authority - Inquiry into solvency - Additional security.
- §18-485. Actions - Venue - Bond considered made where.
- §18-486. Failure to pay judgment.
- §18-487. Estopped to deny liability.
- §18-488. Penalty for failure to comply.
- §18-489. Fiduciaries - Cost of bond as lawful expense - Amount of bond.
- §18-490. Cancellation of bond - Grounds - Notice.
- §18-491. Agreement between principal and surety for deposit of monies and assets.
- §18-543. Right to hold real property limited.
- §18-549. Charitable and educational corporations may engage in business.
- §18-550. Power to borrow money and incur indebtedness - Mortgage or pledge of property - Liability of property to taxation.
- §18-552.1. Citation.
- §18-552.1a. Oklahoma Solicitation of Charitable Contributions Act.
- §18-552.2. Definitions.
- §18-552.3. Registration - Fee - Information to be filed - Out-of-state organizations.
- §18-552.4. Persons and organizations exempt.
- §18-552.6. Records - Inspection.
- §18-552.7. Professional fundraisers - Registration - Fees - Name and address changes.
- §18-552.8. Contracts.
- §18-552.9. Professional solicitors - Registration - Fees.
- §18-552.13. Reciprocal agreements with other states.
- §18-552.14a. Professional fundraisers - Violations of act.
- §18-552.16. Powers and duties not restricted.
- §18-552.19. Availability of registration information - Electronic registration.
- §18-552.20. Secretary of State Charitable Solicitations Revolving Fund.
- §18-552.21. Attorney General Charitable Solicitations Enforcement Revolving Fund.
- §18-552.22. Effectiveness of registrations made prior to act.
- §18-553.1. Solicitation under certain promises prohibited.
- §18-553.2. Solicitations by regulated organizations not prohibited.
- §18-553.3. Penalties.
- §18-561. Trustees of religious corporations, selection.
- §18-562. Alternative articles for religious association - Recording - Powers.
- §18-563. Title vests in successors in trust.
- §18-564.1. Extinct church, religious corporation, etc. - Preservation and protection of property.
- §18-564.2. Association, etc. of same denomination or creed to have jurisdiction.
- §18-564.3. Petition to district court - Final order - Transfer of title and possession.
- §18-564.4. Notice of hearing.
- §18-564.5. Lien or reversionary interest not affected.
- §18-571. School property - How held.
- §18-572. Objects of expenditure.
- §18-573. Powers of corporation.
- §18-574. Degrees conferred.
- §18-575. Mechanics and agriculture.
- §18-581. Benevolent and charitable corporations - Purposes.
- §18-582. Transfer of membership.
- §18-583. Fraternal beneficiary societies - Change of name.
- §18-584. Use of society name exclusive.
- §18-585. Persons not entitled to wear insignia, use name or claim membership.
- §18-586. Violation enjoined.
- §18-587. Penalty.
- §18-588. Benevolent corporations may own real or personal property.
- §18-589. Charter as benevolent corporation - Trustees - Bylaws.
- §18-590. Community fund or chest corporations - Notice of meetings - Quorum.
- §18-591. Community fund or chest corporations - Amendment of articles of incorporation.
- §18-592. Fire departments for unincorporated areas - Incorporation.
- §18-593. Fire departments for unincorporated areas - Service fees - Insurance.
- §18-594. Fire departments for unincorporated areas - Status as state agency - Nonliability for tort.
- §18-601. Right of way - Use of public ground, streets and highways - Use of railroad property - Interstate highway system.
- §18-602. State highway rights-of-way - Prior notification required.
- §18-603. Request from counties to telephone line owners for future installation information.
- §18-671. Share-purchase options or warrants and shares issued pursuant thereto.
- §18-801. Short title.
- §18-802. Statutory policy.
- §18-803. Definitions.
- §18-804. Formation of professional entity.
- §18-805. Applicability of associated acts.
- §18-806. Purpose of formation of professional entity.
- §18-807. Name of professional entity.
- §18-808. Office.
- §18-809. License requirement.
- §18-810. Managers and stockholders.
- §18-811. Professional services through owners, managers, employees and agents.
- §18-812. Professional relationship preserved.
- §18-813. Professional regulation.
- §18-814. Prohibited acts.
- §18-815. Death or disqualification of shareholders - Sole shareholder - Withdrawal.
- §18-817. Prior corporation.
- §18-818. Certificates.
- §18-819. Inapplicability of conflicting laws and rules.
- §18-863. Nonprofit corporations for creating rural water and sewer districts - Exemption from taxation and assessments.
- §18-865. Liability of directors - Findings of Legislature.
- §18-866. Immunity of directors - Scope and extent.
- §18-867. Director - Breach of fiduciary duty - Liability.
- §18-868. Nonprofit corporations for benefit of towns, cities and counties - Issuance of indebtedness - Exemption from taxation.
- §18-901. Short title.
- §18-902. Definitions.
- §18-903. Organization - Purpose.
- §18-904. Powers.
- §18-905. Limitation on amount of capital stock acquired by member - Minimum capital stock.
- §18-906. Members - Acceptance of loans.
- §18-907. Board of directors.
- §18-908. Voting rights.
- §18-909. Retention of certain earnings.
- §18-910. Deposit of funds.
- §18-911. Amendment of articles of incorporation.
- §18-912. Audits and reports.
- §18-951. Prohibition on forming - Exceptions.
- §18-952. Revocation of license - Vacation of franchise - Penalties.
- §18-953. Actions for divestment of interest in land held by corporation - Exemptions - Dissolution of corporation.
- §18-954. Exemptions.
- §18-954.1. Application of Sections 951 through 956 - Production of nursery stock.
- §18-955. Limitations on ownership - Exceptions.
- §18-956. Action for divestment - Cost - Attorney fees.
- §18-1001. Short title.
- §18-1002. Scope of Act.
- §18-1004. Reserved Power of State to Amend or Repeal - Oklahoma General Corporation Act Part of Corporation's Chapter or Certificate of Incorporation.
- §18-1004.1. Application of act to nonstock corporations.
- §18-1005. Incorporators - How Corporation Formed - Purposes.
- §18-1006. Certificate of incorporation - contents.
- §18-1007. Execution, acknowledgment, filing and effective date of original certificate of incorporation and other instruments - Exceptions.
- §18-1008. Certificate of incorporation - Definition.
- §18-1009. Certificate of Incorporation and Other Certificates - Evidence.
- §18-1010. Commencement of Corporate Existence.
- §18-1011. Powers of Incorporators.
- §18-1012. Organization meeting of incorporators or directors named in certificate of incorporation.
- §18-1013. Bylaws.
- §18-1014. Emergency bylaws and other powers in emergency.
- §18-1014.1. Interpretation and enforcement of corporate instruments and provisions of this title.
- §18-1014.2. Forum selection provisions.
- §18-1015. General Powers.
- §18-1016. Specific powers.
- §18-1017. Powers respecting securities of other corporations or entities.
- §18-1018. Lack of Corporate Capacity or Power, Effect - Ultra Vires.
- §18-1019. Private foundations; powers and duties.
- §18-1020. Limitations Upon Real Estate Ownership.
- §18-1021. Registered office in state - Principal office or place of business in state.
- §18-1022. Registered agent in state - Resident agent.
- §18-1023. Change of location of registered office; change of registered agent.
- §18-1024. Change of address or name of registered agent.
- §18-1025. Resignation of Registered Agent Coupled with Appointment of Successor.
- §18-1026. Resignation of registered agent not coupled with appointment of successor; absence of registered agent.
- §18-1027. Board of directors – Powers – Number – Qualifications - Terms and quorum – Committees - Classes of directors - Nonstock corporations - Reliance upon books - Action without meeting; etc.
- §18-1028. Officers - Titles, Duties, Selection, Term - Failure to Elect - Vacancies.
- §18-1029. Loans to Employees and Officers - Guaranty of Obligations of Employees and Officers.
- §18-1030. Interested Directors - Quorum.
- §18-1031. Indemnification of officers, directors, employees and agents – Insurance.
- §18-1032. Classes and series of stock; rights, etc.
- §18-1033. Issuance of stock, lawful consideration - Fully paid stock.
- §18-1034. Consideration for Stock.
- §18-1035. Determination of amount of capital - Capital, surplus and net assets defined.
- §18-1036. Fractions of Shares.
- §18-1037. Partly paid shares.
- §18-1038. Rights and options respecting stock.
- §18-1039. Stock certificates – Uncertificated shares.
- §18-1040. Shares of Stock - Personal Property, Transfer and Taxation.
- §18-1041. Corporation's powers respecting ownership, voting, etc. of its own stock - Rights of stock called for redemption.
- §18-1042. Issuance of Additional Stock - When and by Whom.
- §18-1043. Liability of Shareholder or Subscriber for Stock not Paid in Full.
- §18-1044. Payment for Stock Not Paid in Full.
- §18-1045. Failure to Pay for Stock - Remedies.
- §18-1046. Revocability of Pre-Incorporation Subscriptions.
- §18-1047. Formalities Required of Stock Subscriptions.
- §18-1048. Situs of Ownership of Stock.
- §18-1049. Dividends - Payment - Wasting asset corporations.
- §18-1050. Special Purpose Reserves.
- §18-1051. Liability of directors as to dividends or stock redemption.
- §18-1052. Declaration and Payment of Dividends.
- §18-1053. Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption - Exoneration from Liability - Contribution among Directors - Subrogation.
- §18-1054. Transfer of Stock, Stock Certificates and Uncertificated Stock.
- §18-1055. Restriction on transfer of securities.
- §18-1055.1. Ratification of defective corporate acts and stock.
- §18-1055.2. Proceedings regarding validity of defective corporate acts and stock.
- §18-1056. Meetings of shareholders.
- §18-1057. Voting Rights of Shareholders - Proxies - Limitations.
- §18-1058. Fixing date for determination of shareholders of record.
- §18-1059. Cumulative Voting.
- §18-1060. Voting rights of members of nonstock corporations - Quorum - Proxies.
- §18-1061. Quorum and required vote for stock corporations.
- §18-1062. Voting Rights of Fiduciaries, Pledgors and Joint Owners of Stock.
- §18-1063. Voting trusts and other voting agreements.
- §18-1064. List of shareholders entitled to vote - Penalty for refusal to produce stock ledger.
- §18-1065. Inspection of books and records.
- §18-1065.1. Access to proxy solicitation materials – Proxy expense reimbursement.
- §18-1066. Voting, Inspection and Other Rights of Bondholders and Debenture Holders.
- §18-1067. Notice of meetings and adjourned meetings.
- §18-1068. Vacancies and newly created directorships.
- §18-1069. Form of records.
- §18-1070. Contested election of directors - Proceedings to determine validity.
- §18-1071. Appointment of custodian or receiver of corporation on deadlock or for other cause.
- §18-1072. Powers of court in elections of directors.
- §18-1073. Consent of shareholders in lieu of meeting.
- §18-1074. Waiver of notice.
- §18-1075. Exception to requirements of notice.
- §18-1075.1. Voting procedures and inspectors of elections.
- §18-1075.2. Electronic notice – Effectiveness - Revocation of consent.
- §18-1075.3. Single written notice to shareholders sharing an address.
- §18-1076. Amendment of certificate of incorporation before receipt of payment for stock.
- §18-1077. Amendment of certificate of incorporation after receipt of payment for stock - Nonstock corporations.
- §18-1078. Retirement of stock.
- §18-1079. Reduction of Capital.
- §18-1080. Restated certificate of incorporation.
- §18-1081. Merger or consolidation of domestic corporations.
- §18-1082. Merger or consolidation of domestic and foreign corporations - Service of process upon surviving or resulting corporation.
- §18-1083. Merger of parent corporation and subsidiary corporation or corporations.
- §18-1083.1. Merger of parent entity and subsidiary corporation or corporations.
- §18-1084. Merger or consolidation of domestic nonstock not for profit corporations.
- §18-1085. Merger or consolidation of domestic and foreign nonstock corporations - Service of process upon surviving or resulting corporation.
- §18-1086. Merger or consolidation of domestic stock and nonstock corporations.
- §18-1087. Merger or consolidation of domestic and foreign stock and nonstock corporations.
- §18-1088. Status, Rights, Liabilities, etc. of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation.
- §18-1089. Powers of Corporation Surviving or Resulting from Merger or Consolidation - Issuance of Stock, Bonds or Other Indebtedness.
- §18-1090. Effect of Merger Upon Pending Actions.
- §18-1090.1. Share acquisitions.
- §18-1090.2. Merger or consolidation of a domestic corporation and an entity.
- §18-1090.3. Business combinations with interested shareholders.
- §18-1090.4. Conversion of an entity to a domestic corporation.
- §18-1090.5. Conversion of domestic corporation to an entity.
- §18-1091. Appraisal rights.
- §18-1092. Sale, lease or exchange of assets; consideration - Procedure.
- §18-1093. Mortgage or Pledge of Assets.
- §18-1094. Dissolution of Joint Venture Corporation Having Two Shareholders.
- §18-1095. Dissolution before the issuance of shares or beginning business – Procedure.
- §18-1096. Dissolution – Procedure.
- §18-1097. Dissolution of nonstock corporation - Procedure.
- §18-1099. Continuation of corporation after dissolution for purposes of suit and winding up affairs.
- §18-1100. Trustees or receivers for dissolved corporations; appointment; powers; duties.
- §18-1100.1. Notice to claimants - Filing of claims.
- §18-1100.2. Payment and distribution to claimants and shareholders.
- §18-1100.3. Foreign corporations; definition; qualification to do business in state; procedure.
- §18-1101. Jurisdiction of Court.
- §18-1104. Revocation or forfeiture of charter - proceedings.
- §18-1105. Dissolution or Forfeiture of Charter by Decree of Court - Filing.
- §18-1106. Receivers for insolvent corporations - Appointment and powers.
- §18-1107. Title to Property - Filing Order of Appointment - Exception.
- §18-1108. Notices to Shareholders and Creditors.
- §18-1109. Receivers or Trustees - Inventory - List of Debts and Reports.
- §18-1110. Creditors' Proofs of Claims - When Barred - Notice.
- §18-1111. Adjudication of Claims - Appeal.
- §18-1112. Sale of Perishable or Deteriorating Property.
- §18-1113. Compensation, Costs and Expenses of Receiver or Trustee.
- §18-1114. Substitution of Trustee or Receiver as Party - Abatement of Actions.
- §18-1115. Liens for Wages or Products When Corporation is Insolvent.
- §18-1116. Discontinuance of Liquidation.
- §18-1117. Compromise or arrangement between corporation and creditors or shareholders.
- §18-1118. Proceedings under Federal Bankruptcy Code; Effectuation.
- §18-1119. Revocation of voluntary dissolution - Restoration of expired certificate of incorporation.
- §18-1120. Revival of certificate of incorporation.
- §18-1121. Status of corporation.
- §18-1122. Failure of Corporation to Obey Order of Court - Appointment of Receiver.
- §18-1123. Failure of Corporation to Obey Writ of Mandamus - Quo Warranto Proceedings for Forfeiture of Charter.
- §18-1124. Actions Against Officers, Directors or Shareholders to Enforce Liability of Corporation - Unsatisfied Judgment Against Corporation.
- §18-1125. Action by Officer, Director or Shareholder Against Corporation for Corporate Debt Paid.
- §18-1126. Shareholder's derivative action - Allegation of stock ownership - Award of costs and attorney fees.
- §18-1127. Liability of corporation, etc. - Impairment by certain transactions.
- §18-1128. Defective Organization of Corporation as Defense.
- §18-1129. Usury - Pleading by Corporation.
- §18-1130. Foreign corporations - Definition - Qualification to do business in state - Procedure
- §18-1131. Additional requirements in case of change of name, mailing address, authorized capital or business purpose, or merger, consolidation or conversion.
- §18-1132. Exceptions to Requirements.
- §18-1133. Change of registered agent upon whom process may be served.
- §18-1134. Violations and penalties.
- §18-1135. Withdrawal of foreign corporation from state - Procedure - Service of process on Secretary of State.
- §18-1136. Service of process on nonqualifying foreign corporations.
- §18-1137. Actions By and Against Unqualified Foreign Corporations.
- §18-1138. Foreign Corporations Doing Business Without Having Qualified - Injunctions.
- §18-1139. Reservation of Corporate Name.
- §18-1140. Trade names.
- §18-1140.1. Withdrawal of trade name.
- §18-1140.2. Transfer of trade name.
- §18-1140.3. Amendment of trade name report.
- §18-1141. Prohibition on use of same or indistinguishable names; Exceptions.
- §18-1142. Filing and other service fees.
- §18-1142.1. Fees for telephone assistance.
- §18-1142.2. Treatment of payment as credit.
- §18-1143. Duplication of Oklahoma General Corporation Act by Secretary of State - Distribution.
- §18-1144. Required filing with the county clerk following a merger or consolidation, or a change of corporate name.
- §18-1145. Control shares - definition.
- §18-1146. Control share acquisition - definition.
- §18-1147. Interested shares - Definition.
- §18-1148. Issuing public corporation - definition.
- §18-1148A. Other definitions.
- §18-1149. Law governing control share voting rights.
- §18-1150. Notice of control share acquisition.
- §18-1151. Shareholder meeting to determine control share voting rights.
- §18-1152. Notice of shareholder meeting.
- §18-1153. Resolution granting control share voting rights.
- §18-1154. Redemption of control shares.
- §18-1155. Rights of dissenting shareholders.
- §18-1201. Short title - Oklahoma Benefit Corporation Act - Applicability.
- §18-1202. Definitions.
- §18-1203. Incorporation.
- §18-1204. Amending certificate of incorporation for existing corporations.
- §18-1205. Termination of benefit corporation status.
- §18-1206. General public benefit purpose.
- §18-1207. Duties of board of directors, committees of the board and individual directors.
- §18-1208. Duties of officers.
- §18-1209. Liability – Benefit enforcement proceeding.
- §18-1210. Annual statement.
- §18-2000. Short title.
- §18-2001. Definitions.
- §18-2002. Purposes for formation.
- §18-2003. Powers and authority.
- §18-2004. Filing the articles of organization.
- §18-2005. Articles of organization - Contents.
- §18-2006. Execution of articles - Evidence of authority - Signatures.
- §18-2007. Delivery of articles to Secretary of State - Filing - Time when effective.
- §18-2008. Name of company - Restrictions.
- §18-2009. Reservation and transfer of company name.
- §18-2010. Registered office and agent.
- §18-2011. Articles of organization - Amendment.
- §18-2012. Articles of correction.
- §18-2012.1. Cancellation of articles of organization.
- §18-2012.2. Operating agreement of LLC.
- §18-2013. Managers - Qualifications - Powers.
- §18-2014. Managers - Election – Removal - Resignation.
- §18-2015. Management of company without designated managers - Resignation of member.
- §18-2016. Managers - Duties - Good faith - Liability.
- §18-2017. Member or manager - Limitation or elimination of liability - Indemnification - Creation of series or groups.
- §18-2018. Managers - Majority vote required.
- §18-2019. Managers as agents.
- §18-2019.1. Title to property - Transfer.
- §18-2020. Voting rights of members.
- §18-2021. Records required to be kept - Member access to information - Managers may inspect and copy records.
- §18-2022. Liability solely as manager or member.
- §18-2023. Contribution of member - Form.
- §18-2024. Performance of obligations - Compromise - Remedies for failure to perform.
- §18-2025. Profits and losses – Distributions.
- §18-2026. Distributions - Time.
- §18-2028. Distribution - Cash - Asset in kind.
- §18-2029. Distribution - Status and rights of member.
- §18-2030. Restrictions on distributions - Determination of prohibited distributions - Effect of distribution – Indebtedness.
- §18-2031. Wrongful distribution - Liability of member - Action for recovery.
- §18-2032. Membership interest as personal property.
- §18-2033. Assignability of membership interest.
- §18-2034. Judgment creditor - Rights - Exclusive remedy.
- §18-2035. Assignee of interest becoming member - Rights and powers, restrictions and liabilities - Assignor's liabilities- Time of admission of member.
- §18-2036. Events causing cessation of membership - Withdrawal - Death or incapacity.
- §18-2037. Dissolution - Activities after dissolution.
- §18-2038. Decree of dissolution.
- §18-2039. Winding up business or affairs - Ways - Acts and transactions of member or manager - Presumptive notice.
- §18-2040. Distribution of assets upon winding up.
- §18-2041. Articles of dissolution.
- §18-2042. Foreign limited liability company - Laws governing - Powers, rights and privileges.
- §18-2043. Foreign limited liability company - Registration procedure.
- §18-2044. Foreign limited liability company - Duties of Secretary of State.
- §18-2045. Foreign limited liability company - Name.
- §18-2046. Foreign limited liability company - Correction certificate - Recording changes.
- §18-2047. Foreign limited liability company - Certificate of withdrawal.
- §18-2048. Foreign limited liability company - Necessity of registration to transact business in state.
- §18-2049. Foreign limited liability company - Acts not constituting transacting business in state.
- §18-2050. Foreign limited liability company - Action to restrain transacting business in state.
- §18-2051. Action to recover judgment - Conditions.
- §18-2052. Derivative action - Complaint.
- §18-2053. Derivative action - Expenses - Disposition of proceeds.
- §18-2054. Agreement of merger of consolidation.
- §18-2054.1. Conversion of an entity to a limited liability company.
- §18-2054.2. Conversion of limited liability company to an entity.
- §18-2054.3. Appraisal rights.
- §18-2054.4. Series of members, managers or membership interests having separate rights - Personal obligation of member or manager.
- §18-2055. Fees.
- §18-2055.1. Failure to pay registered agent fees.
- §18-2055.2. Annual certificate for domestic limited liability company and foreign limited liability company.
- §18-2055.3. Reinstatement of a limited liability company.
- §18-2056. Action to compel execution or filing of articles or other documents.
- §18-2057. Application of act to foreign and interstate commerce.
- §18-2058. Rules of construction of act.
- §18-2059. District court - Jurisdiction.
- §18-2060. Cases not provided for in act.
