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ENGROSSED SENATE
BILL NO. 1824 By: Reinhardt of the Senate
and
Duel of the House
An Act relating to business entities; amending 18
O.S. 2021, Section 1001, which relates to the
Oklahoma General Corporation Act; updating statutory
references; amending 18 O.S. 2021, Section 1016,
which relates to powers; clarifying powers under the
Oklahoma General Corporation Act; authorizing certain
contracts with one or more current or prospective
shareholders or beneficial owners of stock; limiting
contracting power under certain circumstances;
providing effect of certain contract terms;
permitting submission of matters to shareholder vote;
authorizing board of directors to approve certain
instruments in final or substantially final form;
permitting resolution ratifying instruments;
providing for effect of ratification; amending 18
O.S. 2021, Section 1030, which relates to interested
parties and controlling shareholder transactions;
clarifying validity of acts or transactions between
certain interested parties; providing for validity of
acts or transaction by controlling shareholders;
creating liability for controlling shareholder or
member for breach of fiduciary duty under certain
circumstances; clarifying effect of validity of acts
or transactions; defining terms; amending 18 O.S.
2021, Section 1033, as amended by Section 18, Chapter
120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1033),
which relates to issuance of stock; clarifying amount
of minimum consideration; amending 18 O.S. 2021,
Section 1034, as amended by Section 19, Chapter 120,
O.S.L. 2024 (18 O.S. Supp. 2025, Section 1034), which
relates to consideration for stock; providing
constitutional citation; permitting certain
consideration for treasury shares; amending 18 O.S.
2021, Section 1038, as amended by Section 20, Chapter
120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1038),
which relates to rights and options respecting stock;
clarifying when rights and options may be issued;
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amending 18 O.S. 2021, Section 1041, as amended by
Section 21, Chapter 120, O.S.L. 2024 (18 O.S. Supp.
2025, Section 1041), which relates to a corporation’s
powers; clarifying corporation’s ability to resell;
amending 18 O.S. 2021, Section 1055.1, which relates
to ratification; changing record date to adoption of
resolution; updating requirements for certificate of
validation; amending 18 O.S. 2021, Section 1065,
which relates to inspection of books and records;
modifying definitions; requiring certain conditions
for a shareholder to inspect and copy books and
records; permitting corporation to impose reasonable
restrictions; authorizing redaction of books and
records; limiting court order production of certain
books and records; permitting court-ordered
production of additional records under certain
conditions; authorizing district court to impose
reasonable restrictions; amending 18 O.S. 2021,
Section 1073, as amended by Section 28, Chapter 120,
O.S.L. 2024 (18 O.S. Supp. 2025, Section 1073), which
relates to consent of shareholders; requiring prompt
notice of the taking of action by consent when less
than unanimous consent; permitting certain electronic
notice; amending 18 O.S. 2021, Section 1075.2, as
amended by Section 29, Chapter 120, O.S.L. 2024 (18
O.S. Supp. 2025, Section 1075.2), which relates to
notice; clarifying effect of certain notice; amending
18 O.S. 2021, Section 1077, which relates to
amendment of certificate of incorporation; modifying
outstanding shares to issued shares; clarifying when
a meeting or vote for adoption of certain amendments
is not required; amending 18 O.S. 2021, Sections 1089
and 1090, which relate to merger, consolidation, and
conversion; clarifying actions permitted in order to
effect merger, consolidation, or conversion;
permitting penalties or consequences provided in
certain agreements; authorizing corporation to
enforce payment obligations under certain agreements;
providing for appointment of representatives;
permitting certain agreements to be made depending
upon certain facts; amending 18 O.S. 2021, Section
1090.4, as amended by Section 31, Chapter 120, O.S.L.
2024 (18 O.S. Supp. 2025, Section 1090.4), which
relates to conversion of an entity to a domestic
corporation; providing for effective date of
certificate of conversion; permitting certain
contents in a plan of conversion; authorizing certain
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corporate action in approved plan of conversion;
amending 18 O.S. 2021, Section 1090.5, as amended by
Section 32, Chapter 120, O.S.L. 2024 (18 O.S. Supp.
2025, Section 1090.5), which relates to conversion of
domestic corporation to an entity; requiring a plan
of conversion be adopted with resolution approving
conversion; permitting certain contents in a plan of
conversion; providing for amendments to certificate
of incorporation of surviving corporation after
agreement of merger; excluding certain disclosure
documents from merger agreement unless otherwise
provided in agreement; amending 18 O.S. 2021, Section
1093, which relates to mortgage or pledge of assets;
permitting certain sale, lease, or exchange of
property or assets without resolution under certain
circumstances; excluding certain sale, lease, or
exchange of property or assets from certificate of
incorporation requirements; amending 18 O.S. 2021,
Section 2001, as amended by Section 2, Chapter 121,
O.S.L. 2024 (18 O.S. Supp. 2025, Section 2001), which
relates to Oklahoma Limited Liability Company Act
definitions; updating statutory reference; amending
Section 17, Chapter 121, O.S.L. 2024 (18 O.S. Supp.
2025, Section 2054.8), which relates to merger and
consolidation of registered series; permitting
articles of merger or consolidation to amend and
restate articles of registered series of the
surviving registered series in its entirety; amending
Section 18, Chapter 121, O.S.L. 2024 (18 O.S. Supp.
2025, Section 2054.9), which relates to division of
limited liability company; permitting articles of
division to amend and restate the articles of
organization of the surviving company in its
entirety; updating statutory references; making
language gender neutral; updating statutory language;
providing for codification; and providing an
effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 18 O.S. 2021, Section 1001, is
amended to read as follows:
Section 1001.
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SHORT TITLE
Sections 1001 through 1144 1144-1 of this title and Sections 18
and 25 through 27 of this act shall be known and may be cited as the
“Oklahoma General Corporation Act”. Section captions are part of
the Oklahoma General Corporation Act.
SECTION 2. AMENDATORY 18 O.S. 2021, Section 1016, is
amended to read as follows:
Section 1016.
SPECIFIC POWERS
Every corporation created pursuant to the provisions of the
Oklahoma General Corporation Act shall have power, whether or not
such power is provided for in the certificate of incorporation, to:
1. Have perpetual succession by its corporate name, unless a
limited period of duration is stated in its certificate of
incorporation;
2. Sue and be sued in all courts and participate, as a party or
otherwise, in any judicial, administrative, arbitrative or other
proceeding, in its corporate name;
3. Have a corporate seal, which may be altered at pleasure, and
use the same by causing it, or a facsimile thereof, to be impressed
or affixed or in any other manner reproduced;
4. Purchase, receive, take by grant, gift, devise, bequest, or
otherwise, lease or otherwise acquire, own, hold, improve, employ,
use, and otherwise deal in and with real or personal property, or
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any interest therein, wherever situated and to sell, convey, lease,
exchange, transfer, or otherwise dispose of, or mortgage or pledge,
all or any of its property and assets, or any interest therein,
wherever situated, subject to the limitations prescribed by Section
2 of Article XXII of the Oklahoma Constitution and Section 1020 of
this title;
5. Appoint or elect such officers and agents as the business of
the corporation requires and to pay or otherwise provide for them
suitable compensation provided that any contract or other
appointment or delegation of authority that empowers an officer or
agent to act on behalf of the corporation shall be subject to
subsection A of Section 1027 of this title, to the extent it is
applicable;
6. Adopt, amend, and repeal bylaws in accordance with Section
1013 of this title;
7. Wind up and dissolve itself in the manner provided for in
this act;
8. Conduct its business, carry on its operations, and have
offices and exercise its powers within or without this state;
9. Make donations for the public welfare or for charitable,
scientific or educational purposes, and in time of war or other
national emergency in aid thereof;
10. Be an incorporator, promoter or manager of other
corporations of any type or kind;
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11. Participate with others in any corporation, partnership,
limited partnership, joint venture or other association of any kind,
or in any transaction, undertaking or arrangement which the
participating corporation would have power to conduct by itself,
whether or not such participation involves sharing or delegation of
control with or to others;
12. Transact any lawful business which the corporation’s board
of directors shall find to be in aid of governmental authority;
13. Make contracts, including contracts of guaranty and
suretyship, incur liabilities, borrow money at such rates of
interest as the corporation may determine, issue its notes, bonds
and other obligations, and secure any of its obligations by
mortgage, pledge or other encumbrance of all or any of its property,
franchises and income, and make contracts of guaranty and suretyship
which are necessary or convenient to the conduct, promotion or
attainment of the business of:
a. a corporation, all of the outstanding stock of which
is owned, directly or indirectly, by the contracting
corporation,
b. a corporation which owns, directly or indirectly, all
of the outstanding stock of the contracting
corporation, or
c. a corporation, all of the outstanding stock of which
is owned, directly or indirectly, by a corporation
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which owns, directly or indirectly, all of the
outstanding stock of the contracting corporation,
which contracts of guaranty and suretyship shall be
deemed to be necessary or convenient to the conduct,
promotion or attainment of the business of the
contracting corporation, and to make other contracts
of guaranty and suretyship which are necessary or
convenient to the conduct, promotion or attainment of
the business of the contracting corporation;
14. Lend money for its corporate purposes, invest and reinvest
its funds, and take, hold and deal with real and personal property
as security for the payment of funds so loaned or invested;
15. Pay pensions and establish and carry out pension, profit
sharing, stock option, stock purchase, stock bonus, retirement,
benefit, incentive and compensation plans, trusts and provisions for
any or all of its directors, officers, and employees, and for any or
all of the directors, officers, and employees of its subsidiaries;
16. Provide insurance for its benefit on the life of any of its
directors, officers, or employees, or on the life of any shareholder
for the purpose of acquiring at his the shareholder’s death shares
of its stock owned by such shareholder; and
17. Renounce in its certificate of incorporation or by action
of its board of directors any interest or expectancy of the
corporation in, or in being offered an opportunity to participate
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in, specified business opportunities or specified classes or
categories of business opportunities that are presented to the
corporation or one or more of its officers, directors or
shareholders; and
18. Notwithstanding subsection A of Section 1027 of this title,
make contracts with one or more current or prospective shareholders
or one or more beneficial owners of stock, in its or their capacity
as such, in exchange for such minimum consideration as determined by
the board of directors, which may include inducing shareholders or
beneficial owners of stock to take, or refrain from taking, one or
more actions. Provided that, no provision of such contract shall be
enforceable against the corporation to the extent such contract
provision is contrary to the certificate of incorporation or would
be contrary to the laws of this state, other than Section 1014.2 of
this title if included in the certificate of incorporation. Without
limiting the provisions that may be included in such contracts, the
corporation may agree to:
a. restrict or prohibit the corporation from taking
actions specified in the contract,
b. require the approval or consent of one or more persons
or bodies before the corporation may take actions
specified in the contract, which persons or bodies may
include the board of directors or one or more current
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or future directors, shareholders, or beneficial
owners of stock of the corporation, and
c. covenant that the corporation or one or more persons
or bodies will take, or refrain from taking, actions
specified in the contract, which persons or bodies may
include the board of directors or one or more current
or future directors, shareholders or beneficial owners
of stock of the corporation.
For purposes of applying this paragraph, a restriction, prohibition,
or covenant in any such contract that relates to any specified
action shall not be deemed contrary to the laws of this state, the
certificate of incorporation by reason of a provision of the
Oklahoma General Corporation Act, or the certificate of
incorporation that authorizes or empowers the board of directors, or
any one or more directors, to take such action. With respect to all
contracts made under this paragraph, the corporation shall be
subject to the remedies available under the law governing the
contract, including for any failure to perform or comply with its
agreements under such contract.
SECTION 3. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1027.1 of Title 18, unless there
is created a duplication in numbering, reads as follows:
SUBMISSION OF MATTERS TO SHAREHOLDER VOTE
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A corporation may agree to submit a matter to a vote of its
shareholders whether or not the board of directors determines at any
time after approving such matter that such matter is no longer
advisable and recommends that the shareholders reject or vote
against the matter.
SECTION 4. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1027.2 of Title 18, unless there
is created a duplication in numbering, reads as follows:
AUTHORIZATION OF AGREEMENTS AND OTHER INSTRUMENTS
A. If any section in the Oklahoma General Corporation Act
expressly requires the board of directors to approve or take other
action with respect to any agreement, instrument, or document, such
agreement, instrument, or document may be approved by the board of
directors in final form or in substantially final form.
B. If the board of directors acted to approve or take other
action with respect to an agreement, instrument, or document that is
required by the Oklahoma General Corporation Act to be filed with
the Secretary of State or referenced in any certificate so filed,
the board of directors may, at any time after providing such
approval or taking such other action and before the effectiveness of
such filing with the Secretary of State, adopt a resolution
ratifying the agreement, instrument, or document. A ratification
under this subsection shall be deemed to be effective as of the time
of the original approval or other action by the board of directors
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and to satisfy any requirement under the Oklahoma General
Corporation Act that the board of directors approve or take other
action with respect to such agreement, instrument or document in a
specific manner or sequence. Ratification under this subsection
shall not be deemed to be the exclusive means of ratifying an
agreement, instrument, or document approved by the board of
directors under this section but shall be in addition to any
ratification or validation that may be available under Sections
1055.1 or 1055.2 of Title 18 of the Oklahoma Statutes or under
common law.
SECTION 5. AMENDATORY 18 O.S. 2021, Section 1030, is
amended to read as follows:
Section 1030.
INTERESTED DIRECTORS AND OFFICERS; CONTROLLING SHAREHOLDER
TRANSACTIONS; QUORUM
A. No contract Except for a controlling shareholder transaction
under subsection B or C of this section, an act or transaction
involving or between a corporation and; one or more of its directors
or officers, or between a corporation the corporation’s
subsidiaries, as one party, and one or more of the corporation’s
directors or officers, as second party; or involving or between a
corporation or one or more of the corporation’s subsidiaries, as one
party, and any other corporation, limited liability company, general
partnership, limited partnership, limited liability partnership,
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limited liability limited partnership, association, or any other
entity or organization in which one or more of its directors or
officers are directors, shareholders, partners, managers, members,
or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because as a second party, may not
be the subject of equitable relief or give rise to an award of
damages against a director or officer of the corporation because of
the foregoing circumstances or the receipt of any benefit by any
such director, officer, entity, or organization or because the
director or officer is present at or participates in the meeting of
the board or committee thereof which authorizes the contract act or
transaction, or solely because his or their votes are counted for
such purpose was involved in the initiation, negotiation, or
approval of the act or transaction, including by virtue of the
director’s votes, if:
1. The material facts as to his the director’s or officer’s
relationship or interest and as to the contract act or transaction,
including any involvement in the initiation, negotiation, or
approval of the act or transaction, are disclosed or are known to
all members of the board of directors or the a committee of the
board of directors, and the board or the committee in good faith and
without gross negligence authorizes the contract act or transaction
by the affirmative votes of a majority of the disinterested
directors then serving on the board of directors or such committee,
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even though if the disinterested directors be are less than a
quorum; provided that, if a majority of the directors are not
disinterested directors with respect to the act or transaction, such
act or transaction shall be approved or recommended for approval by
a committee of the board of directors that consists of two or more
directors, each of whom the board of directors has determined to be
a disinterested director with respect to the act or transaction;
2. The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract act or
transaction is specifically approved or ratified in good faith by
vote of the shareholders by an informed, uncoerced, affirmative vote
of a majority of the votes cast by the disinterested shareholders;
or
3. The contract act or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified,
by the board of directors, a committee thereof, or the and the
corporation’s shareholders.
B. A controlling shareholder transaction, other than any going
private transaction, may not be the subject of equitable relief or
give rise to an award of damages, against a director or officer of
the corporation or any controlling shareholder or member of a
control group, by reason of a claim based on a breach of fiduciary
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duty by a director, officer, controlling shareholder, or member of a
control group, if:
1. The material facts as to such controlling shareholder
transaction, including the controlling shareholder’s or control
group’s interest therein, are disclosed or are known to all members
of a committee of the board of directors to which the board of
directors has expressly delegated the authority to negotiate or
oversee the negotiation of and to reject such controlling
shareholder transaction, and such controlling shareholder
transaction is approved, or recommended for approval, in good faith
and without gross negligence by a majority of the disinterested
directors then serving on the committee. Provided that, the
committee consists of two or more directors each of whom the board
of directors has determined to be a disinterested director with
respect to the controlling shareholder transaction;
2. Such controlling shareholder transaction is conditioned, by
its terms, as in effect at the time it is submitted to shareholders
for their approval or ratification, on the approval of or
ratification by disinterested shareholders, and such controlling
shareholder transaction is approved or ratified by an informed,
uncoerced, affirmative vote of a majority of the votes cast by the
disinterested shareholders; or
3. Such controlling shareholder transaction is fair as to the
corporation and the corporation’s shareholders.
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C. A controlling shareholder transaction constituting a going
private transaction may not be the subject of equitable relief or
give rise to an award of damages, against a director or officer of
the corporation or any controlling shareholder or member of a
control group by reason of a claim based on breach of fiduciary duty
by a director, officer, controlling shareholder, or member of a
control group, if:
1. Such controlling shareholder transaction is approved, or
recommended for approval, in accordance with paragraph 1 of
subsection B of this section and approved in accordance with
paragraph 2 of subsection B of this section; or
2. Such controlling shareholder transaction is fair as to the
corporation and the corporation’s shareholders.
D. 1. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract act or
transaction.
2. Any director of a corporation that has a class of stock
listed on a national securities exchange shall be presumed to be a
disinterested director with respect to an act or transaction to
which such director is not a party if the board of directors has
determined that such director satisfies the applicable criteria for
determining director independence from the corporation and, if
applicable with respect to the act or transaction, the controlling
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shareholder or control group, under the rules and interpretations
thereof, promulgated by such exchange, treating the applicable
controlling shareholder and control group as if the controlling
shareholder and control group were the corporation for purposes of
applying such criteria to determine independence from a controlling
shareholder or control group, which presumption shall be heightened
and may only be rebutted by substantial and particularized facts
that such director has a material interest in such act or
transaction or has a material relationship with a person with a
material interest in such act or transaction.
3. The designation, nomination, or vote in the election of the
director to the board of directors by any person that has a material
interest in an act or transaction shall not, of itself, be evidence
that a director is not a disinterested director with respect to an
act or transaction to which such director is not a party.
4. No person shall be deemed a controlling shareholder unless
such person satisfies the criteria in paragraph 2 of subsection E of
this section. No two or more persons that are not controlling
shareholders shall be a control group unless they satisfy the
criteria in paragraph 1 of subsection E of this section.
5. No person who is a controlling shareholder or member of a
control group shall be liable in such capacity to the corporation or
its shareholders for monetary damages for breach of fiduciary duty
other than for:
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a. a breach of the duty of loyalty to the corporation or
the other shareholders,
b. acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law,
or
c. any transaction from which the person derived an
improper personal benefit.
6. Nothing in subsections A, B, or C of this section shall:
a. limit or eliminate the right of any person to seek
equitable relief on the grounds that an act or
transaction, including a controlling shareholder
transaction, was not authorized or approved in
compliance with the procedures set forth in the
Oklahoma General Corporation Act, was not authorized
or approved in compliance with the certificate of
incorporation or bylaws of the corporation, or is in
violation of any plan, agreement, or order of any
governmental authority to which the corporation is a
party or subject,
b. limit judicial review for purposes of injunctive
relief of provisions or devices designed or intended
to deter, delay, or preclude a change of control or
other transaction involving the corporation or a
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change in the composition of the board of directors,
or
c. limit or eliminate the right of any person to seek
relief on the grounds that a shareholder or other
person knowingly aided and abetted a breach of
fiduciary duty by one or more of the directors of the
corporation.
7. Shares irrevocably accepted for purchase or exchange under
an offer contemplated under subsection H of Section 1081 of this
title shall be deemed voted in favor of the act or transaction and
shares owned or controlled by disinterested shareholders that have
not been irrevocably accepted for purchase or exchange under such an
offer shall be deemed voted against the act or transaction for
purposes of determining whether the act or transaction has been
approved for purposes of paragraph 2 of subsection A, paragraph 2 of
subsection B, and paragraph 1 of subsection C of this section.
E. For purposes of this section:
1. “Control group” means two or more persons that are not
controlling shareholders that, by virtue of an agreement,
arrangement, or understanding between or among such persons,
constitute a controlling shareholder;
2. “Controlling shareholder” means any person that, together
with such person’s affiliates and associates:
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a. owns or controls a majority in voting power of the
outstanding stock of the corporation entitled to vote
generally in the election of directors or in the
election of directors who have a majority in voting
power of the votes of all directors on the board of
directors,
b. has the right, by contract or otherwise, to cause the
election of nominees who are selected at the
discretion of such person and who constitute either a
majority of the members of the board of directors or
directors entitled to cast a majority in voting power
of the votes of all directors on the board of
directors, or
c. has the power functionally equivalent to that of a
shareholder that owns or controls a majority in voting
power of the outstanding stock of the corporation
entitled to vote generally in the election of
directors by virtue of ownership or control of at
least one-third in voting power of the outstanding
stock of the corporation entitled to vote generally in
the election of directors or in the election of
directors who have a majority in voting power of the
votes of all directors on the board of directors and
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power to exercise managerial authority over the
business and affairs of the corporation;
3. “Controlling shareholder transaction” means an act or
transaction between the corporation or one or more of its
subsidiaries as one party, and a controlling shareholder or a
control group as the other party, or an act or transaction from
which a controlling shareholder or a control group receives a
financial or other benefit not shared with the corporation’s
shareholders generally;
4. “Disinterested director” means a director who is not a party
to the act or transaction and does not have a material interest in
the act or transaction or a material relationship with a person that
has a material interest in the act or transaction;
5. “Disinterested shareholder” means any shareholder that does
not have a material interest in the act or transaction at issue or,
if applicable, a material relationship with the controlling
shareholder or any other member of the control group, or any other
person that has a material interest in the act or transaction;
6. “Going private transaction” means:
a. for a corporation with a class of equity securities
subject to Sections 12(g) or 15(d) of the Securities
Exchange Act of 1934 or listed on a national
securities exchange, a Rule 13e-3 transaction as
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defined in 17 C.F.R., Section 240.13e-3(a)(3) or any
successor provision, and
b. for any other corporation to which subparagraph a of
this paragraph does not apply, any controlling
shareholder transaction, including a merger,
recapitalization, share purchase, consolidation,
amendment to the certificate of incorporation, tender
or exchange offer, conversion, transfer,
domestication, or continuance, under which all or
substantially all of the shares of the corporation’s
capital stock held by the disinterested shareholders,
but not those of the controlling shareholder or
control group, are canceled, converted, purchased, or
otherwise acquired or cease to be outstanding;
7. “Material interest” means an actual or potential benefit,
including the avoidance of a detriment, other than one which would
devolve on the corporation or the shareholders generally, that:
a. in the case of a director, would reasonably be
expected to impair the objectivity of the director’s
judgment when participating in the negotiation,
authorization, or approval of the act or transaction
at issue, and
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b. in the case of a shareholder or any other person,
other than a director, would be material to such
shareholder or such other person; and
8. “Material relationship” means a familial, financial,
professional, employment, or other relationship that:
a. in the case of a director, would reasonably be
expected to impair the objectivity of the director’s
judgment when participating in the negotiation,
authorization, or approval of the act or transaction
at issue, and
b. in the case of a shareholder, would be material to
such shareholder.
SECTION 6. AMENDATORY 18 O.S. 2021, Section 1033, as
amended by Section 18, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1033), is amended to read as follows:
Section 1033.
ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK
A. The consideration, as determined pursuant to the provisions
of subsections A and B of Section 1034 of this title, for
subscriptions to, or the purchase of, the capital stock to be issued
by a corporation shall be paid in the form and manner that the board
of directors shall determine. The board of directors may authorize
capital stock to be issued for consideration consisting of cash, any
tangible or intangible property or any benefit to the corporation,
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or any combination thereof, except for services to be performed.
Stock may be issued in one or more transactions in the numbers, at
the times, and for the consideration as set forth in a resolution of
the board of directors.
B. In addition to the board of directors, a resolution of the
board of directors may delegate to a person or body the authority to
enter into one or more transactions to issue stock. With respect to
such transactions, shares of stock may be issued in the numbers, at
the times, and for the consideration as such person or body may
determine, provided the resolution fixes:
1. A maximum number of shares that may be issued under such
resolution;
2. A period during which such shares may be issued; and
3. A The minimum amount of consideration for which such shares
may be issued.
No resolution shall permit a person or body to issue stock to
such person or body.
C. Any provision of a resolution described by subsection A or B
of this section may be made dependent on facts ascertainable outside
the resolution, provided the manner in which such facts shall
operate upon the resolution is clearly and expressly set forth in
the resolution. As used in this subsection, “facts” includes but is
not limited to the occurrence of any event, including a
determination or action by any person or body including the
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corporation; provided, if the resolution delegates to a person or
body the authority to enter into one or more transactions to issue
stock under subsection B of this section, the provisions described
in paragraphs 1 through 3 of subsection B of this section shall not
be made dependent on a determination or action by such person or
body.
D. In the absence of actual fraud in the transaction, the
judgment of the directors as to the value of the consideration, or
minimum amount of consideration, received by the corporation for the
issuance of stock shall be conclusive. The capital stock issued in
accordance with the provisions of this section shall be deemed to be
fully paid and nonassessable stock upon receipt by the corporation
of such consideration. Nothing contained in this section subsection
shall prevent the board of directors from issuing partly paid shares
in accordance with the provisions of Section 1037 of this title.
E. The minimum consideration for which shares of stock may be
issued by a corporation may not be less than the consideration, if
any, required under Section 1034 of this title or Section 39 of
Article IX of the Oklahoma Constitution.
SECTION 7. AMENDATORY 18 O.S. 2021, Section 1034, as
amended by Section 19, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1034), is amended to read as follows:
Section 1034.
CONSIDERATION FOR STOCK
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A. Shares Subject to Section 39 of Article IX of the Oklahoma
Constitution, shares of stock with par value may be issued for such
consideration, having a value not less than the par value of the
shares so issued, as determined from time to time in accordance with
Section 1033 of this title, or by the shareholders if the
certificate of incorporation so provides.
B. Shares of stock without par value may be issued for such
consideration as determined from time to time in accordance with
Section 1033 of this title, or by the shareholders if the
certificate of incorporation so provides.
C. Treasury shares may be disposed of by the corporation in the
same manner that shares of stock are issued under subsections A
through D of Section 1033 of this title, or may be disposed of for
such consideration as determined by the shareholders if the
certificate of incorporation so provides. The consideration
received for treasury shares may have a value greater, less than, or
equal to the par value, if any, of such shares and may consist of
cash, any tangible or intangible property, or any benefit to the
corporation, or any combination thereof.
D. If the certificate of incorporation reserves to the
shareholders the right to determine the consideration for the issue
of any shares, the shareholders, unless the certificate requires a
greater vote, shall do so by a vote of a majority of the outstanding
stock entitled to vote thereon.
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SECTION 8. AMENDATORY 18 O.S. 2021, Section 1038, as
amended by Section 20, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1038), is amended to read as follows:
Section 1038.
RIGHTS AND OPTIONS RESPECTING STOCK
A. Subject to any provisions in the certificate of
incorporation, every corporation may create and issue, whether or
not in connection with the issue and sale of any shares of stock or
other securities of the corporation, rights or options entitling the
holders thereof to acquire from the corporation any shares of its
capital stock of any class or classes of the corporation.
B. Rights and options may be issued in one or more
transactions, in the numbers, at the times, and for the
consideration as set forth in a resolution of the board of
directors. The terms upon which, including the time or times, which
may be limited or unlimited in duration, at or within which, and the
consideration, including any formula by which such consideration may
be determined, for which any such shares may be acquired from the
corporation upon the exercise of any such right or option, shall be
such as shall be stated in the certificate of incorporation, or in a
resolution adopted by of the board of directors or by another person
or body authorized under this section.
C. In addition to the board of directors, the The board of
directors may adopt a resolution to delegate to a person or body the
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authority to enter into one or more transactions to issue rights or
options. With, and with respect to such transactions, the rights or
options may be issued in the numbers, at the times, and for the
consideration and the terms upon which shares may be acquired from
the corporation upon the exercise of any such rights or options, as
such person or body may determine, provided the resolution fixes:
1. The maximum number of rights or options, and the maximum
number of shares issuable upon exercise thereof of the rights or
options, that may be issued under such resolution;
2. The period during which such rights or options, and a period
during which the shares issuable upon exercise thereof, may be
issued; and
3. A The minimum amount of consideration, if any, for which
such rights or options may be issued and a the minimum amount of
consideration for the shares issuable upon exercise thereof.
No such resolution shall permit a person or body to issue rights
or options to such person or body.
D. Any provision in a resolution described by subsection B or C
of this section may be made dependent on facts ascertainable outside
the resolution, provided the manner in which such facts shall
operate upon the resolution is clearly and expressly set forth in
such resolution. As used in this subsection, “facts” includes but
is not limited to the occurrence of any event, including a
determination or action by any person or body including the
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corporation; provided, if the resolution delegates to a person or
body the authority to enter into one or more transactions to issue
rights or options under subsection C of this section, the provisions
described by paragraphs 1 through 3 of subsection C of this section
may not be made dependent on a determination or action by such
person or body.
E. The minimum consideration to be received for which the
shares of stock of the corporation to may be issued upon exercise of
such rights or options shall be no less than the amount set forth in
consideration, if any, required by Section 1034 of this title.
SECTION 9. AMENDATORY 18 O.S. 2021, Section 1041, as
amended by Section 21, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1041), is amended to read as follows:
Section 1041.
CORPORATION’S POWERS RESPECTING OWNERSHIP, VOTING, ETC. OF
ITS OWN STOCK; RIGHTS OF STOCK CALLED FOR REDEMPTION
A. Every corporation may purchase, redeem, receive, take, or
otherwise acquire, own, hold, sell, lend, exchange, transfer, or
otherwise dispose of, pledge, use and otherwise deal in and with its
own shares; provided, however, that no corporation shall:
1. Purchase or redeem its own shares of capital stock for cash
or other property when the capital of the corporation is impaired or
when the purchase or redemption would cause any impairment of the
capital of the corporation, except that a corporation other than a
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nonstock corporation may purchase or redeem out of capital any of
its own shares which are entitled upon any distribution of its
assets, whether by dividend or in liquidation, to a preference over
another class or series of its stock, or, if no shares entitled to a
preference are outstanding, any of its own shares if such shares
will be retired upon their acquisition and the capital of the
corporation reduced in accordance with the provisions of Sections
1078 and 1079 of this title. Nothing in this subsection shall
invalidate or otherwise affect a note, debenture, or other
obligation of a corporation given by it as consideration for its
acquisition by purchase, redemption, or the exchange of its shares
of stock if at the time such note, debenture, or obligation was
delivered by the corporation its capital was not then impaired or
did not thereby become impaired;
2. Purchase, for more than the price at which they may then be
redeemed, any of its shares which are redeemable at the option of
the corporation; or
3. a. In the case of a corporation other than a nonstock
corporation, redeem any of its shares unless their
redemption is authorized by subsection B of Section
1032 of this title and then only in accordance with
the provisions of that section and the certificate of
incorporation, or
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b. In the case of a nonstock corporation, redeem any of
its membership interests, unless their redemption is
authorized by the certificate of incorporation and
then only in accordance with the certificate of
incorporation.
B. Nothing in this section shall be construed to limit or
affect a corporation’s right to resell, under subsection C of
Section 1034 of this title, any of its shares theretofore purchased
or redeemed out of surplus and which have not been, or are not
required by the certificate of incorporation to be, retired, for
consideration fixed by the board of directors or by the shareholders
if the certificate of incorporation so provides.
C. Shares of a corporation’s capital stock shall neither be
entitled to vote nor be counted for quorum purposes if the shares
belong to:
1. The corporation;
2. Another corporation, if a majority of the shares entitled to
vote in the election of directors of the other corporation is held,
directly or indirectly; or
3. Any other entity, if a majority of the voting power of such
other entity is held directly or indirectly by the corporation, or
if such other entity is otherwise controlled directly or indirectly
by the corporation.
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Nothing in this section shall be construed as limiting the right
of any corporation to vote stock including, but not limited to, its
own stock, held by it in a fiduciary capacity.
D. Shares which have been called for redemption shall not be
deemed to be outstanding shares for the purpose of voting or
determining the total number of shares entitled to vote on any
matter on and after the date on which written notice of redemption
has been sent to holders thereof and a sum sufficient to redeem
those shares has been irrevocably deposited or set aside to pay the
redemption price to the holders of the shares upon surrender of the
certificates.
SECTION 10. AMENDATORY 18 O.S. 2021, Section 1055.1, is
amended to read as follows:
Section 1055.1.
RATIFICATION OF DEFECTIVE CORPORATE ACTS AND STOCK
A. Subject to subsection F of this section, no defective
corporate act or putative stock shall be void or voidable solely as
a result of a failure of authorization if ratified as provided in
this section or validated by the District Court district court in a
proceeding brought under Section 1055.2 of this title.
B. 1. In order to ratify one or more defective corporate acts
pursuant to this section, other than the ratification of an election
of the initial board of directors pursuant to paragraph 2 of this
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subsection, the board of directors of the corporation shall adopt
resolutions stating:
a. the defective corporate act or acts to be ratified,
b. the date of each defective corporate act or acts,
c. if such defective corporate act or acts involved the
issuance of shares of putative stock, the number and
type of shares of putative stock issued and the date
or dates upon which such putative shares were
purported to have been issued,
d. the nature of the failure of authorization in respect
of each defective corporate act to be ratified, and
e. that the board of directors approves the ratification
of the defective corporate act or acts.
The resolutions may also provide that, at any time before the
validation effective time for the defective act or acts,
notwithstanding approval of the ratification by shareholders, the
board of directors may abandon the ratification without further
action of the shareholders. The quorum and voting requirements
applicable to the ratification by the board of directors shall be
the quorum and voting requirements applicable at the time to the
type of defective corporate act proposed to be ratified when the
board adopts the resolutions ratifying the defective corporate act;
provided, that if the certificate of incorporation or bylaws of the
corporation, any plan or agreement to which the corporation was a
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party or any provision of this title, in each case as in effect as
of the time of the defective corporate act, would have required a
larger number or portion of directors or of specified directors for
a quorum to be present or to approve the defective corporate act,
such larger number or portion of such directors or such specified
directors shall be required for a quorum to be present or to adopt
the ratifying resolutions, as applicable, except that the presence
or approval of any director elected, appointed or nominated by
holders of any class or series of which no shares are then
outstanding, or by any person that is no longer a shareholder, shall
not be required.
2. To ratify a defective corporate act in respect of the
election of the initial board of directors of the corporation, a
majority of the persons who, at the time the resolutions required by
this paragraph are adopted, are exercising the powers of directors
under claim and color of an election or appointment as such may
adopt resolutions stating:
a. the name of the person or persons who first took
action in the name of the corporation as the initial
board of directors of the corporation,
b. the earlier of the date on which such persons first
took such action or were purported to have been
elected as the initial board of directors, and
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c. that the ratification of the election of such person
or persons as the initial board of directors is
approved.
C. Each defective corporate act ratified pursuant to paragraph
1 of subsection B of this section shall be submitted to shareholders
for approval as provided in subsection D of this section, unless:
1. a. No other provision of this title, and no provision of
the certificate of incorporation or bylaws of the
corporation, or of any plan or agreement to which the
corporation is a party, would have required
shareholder approval of the defective corporate act to
be ratified, either at the time of the defective
corporate act or at the time the board of directors
adopts the resolutions ratifying the defective
corporate act pursuant to paragraph 1 of subsection B
of this section.
b. The defective corporate act did not result from a
failure to comply with Section 1090.3 of this title;
or
2. As of the record date for determining the shareholders
entitle to vote on the ratification of the defective corporate act
adoption by the board of directors of resolutions pursuant to
paragraph 1 of subsection B of this section, there are no shares of
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valid stock outstanding and entitled to vote thereon, regardless of
whether there then exist any shares of putative stock.
D. 1. If ratification of a defective corporate act is required
to be submitted to shareholders for approval pursuant to subsection
C of this section, due notice of the time, place, if any, and
purpose of the meeting shall be given at least twenty (20) days
before the date of the meeting to each holder of valid stock and
putative stock, whether voting or nonvoting, at the address of such
holder as it appears or most recently appeared, as appropriate, on
the records of the corporation.
2. The notice shall also be given to the holders of record of
valid stock and putative stock, whether voting or nonvoting, as of
the time of the defective corporate act, or, in the case of any
defective corporate act that involved the establishment of a record
date for notice of or voting at any meeting of shareholders, for
action by written consent of shareholders in lieu of a meeting, or
for any other purpose, as of the record date for notice of or voting
at such meeting, the record date for action by written consent, or
the record date for such other action, as the case may be, except
that no notice need be given to holders whose identities or
addresses cannot be determined from the records of the corporation.
3. The notice shall contain a copy of the resolutions adopted
by the board of directors pursuant to paragraph 1 of subsection B of
this section or the information required by paragraphs subparagraphs
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a through e of paragraph 1 of subsection B of this section and a
statement that any claim that the defective corporate act or
putative stock ratified hereunder is void or voidable due to the
failure of authorization, or that the District Court district court
should declare in its discretion that a ratification in accordance
with this section not be effective or be effective only on certain
conditions must be brought within one hundred twenty (120) days from
the validation effective time.
4. At such meeting the quorum and voting requirements
applicable to the ratification of such defective corporate act shall
be the quorum and voting requirements applicable to the type of
defective corporate act proposed to be ratified at the time of the
approval of the ratification, except that:
1. If
a. if the certificate of incorporation or bylaws of the
corporation, any plan or agreement to which the
corporation was a party or any provision of this title
in effect as of the time of the defective corporate
act would have required a larger number or portion of
stock or of any class or series thereof or of
specified shareholders for a quorum to be present or
to approve the defective corporate act, the presence
or approval of such larger number or portion of stock
or of such class or series thereof or of such
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specified shareholders shall be required for a quorum
to be present or to approve the ratification of the
defective corporate act, as applicable, except that
the presence or approval of shares of any class or
series of which no shares are then outstanding, or of
any person that is no longer a shareholder, shall not
be required;,
2. The
b. the approval by shareholders of the ratification of
the election of a director shall require the
affirmative vote of the majority of shares present at
the meeting and entitled to vote on the election of
such director, except that if the certificate of
incorporation or bylaws of the corporation then in
effect or in effect at the time of the defective
election require or required a larger number or
portion of stock or of any class or series thereof or
of specified shareholders to elect such director, the
affirmative vote of such larger number or portion of
stock or of any class or series thereof or of
specified shareholders shall be required to ratify the
election of such director, except that the presence or
approval of shares of any class or series of which no
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shares are then outstanding, or of any person that is
no longer a shareholder, shall not be required;, and
3. In
c. in the event of a failure of authorization resulting
from failure to comply with the provisions of Section
1090.3 of this title, the ratification of the
defective corporate act shall require the vote set
forth in paragraph 3 of subsection A of Section 1090.3
of this title, regardless of whether such vote would
have otherwise been required.
5. Shares of putative stock on the record date for determining
shareholders entitled to vote on any matter submitted to
shareholders pursuant to subsection C of this section as of adoption
by the board of directors of resolutions pursuant to paragraph 1 of
subsection B of this section, and without giving effect to any
ratification that becomes effective after such record date adoption,
shall neither be entitled to vote nor counted for quorum purposes in
any vote to ratify any defective corporate act.
E. 1. If a defective corporate act ratified pursuant to this
section would have required under any other section of this title
the filing of a certificate in accordance with Section 1007 of this
title, then, whether or not and either such certificate requires any
change to give effect to the defective corporate act in accordance
with this section, including a change to the date and time of the
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effectiveness of such certificate, or a certificate was not
previously filed pursuant to Section 1007 of this title in respect
of such defective corporate act and, then, in lieu of filing the
certificate otherwise required by this title, the corporation shall
file a certificate of validation with respect to such defective
corporate act in accordance with Section 1007 of this title.
2. A separate certificate of validation shall be required for
each defective corporate act requiring the filing of a certificate
of validation under this section, except that (i):
a. two or more defective corporate acts may be included
in a single certificate of validation if the
corporation filed, or to comply with this title would
have filed, a single certificate under another
provision of this title to effect such acts, and (ii)
b. two or more overissues of shares of any class,
classes or series of stock may be included in a
single certificate of validation, provided that the
increase in the number of authorized shares of each
such class or series set forth in the certificate of
validation shall be effective as of the date of the
first such overissue.
3. The certificate of validation shall set forth:
1. Each
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a. that the corporation has ratified one or more
defective corporate act acts that is the subject of
the certificate of validation including, in the case
of any defective corporate act involving the issuance
of shares of putative stock, the number and type of
shares of putative stock issued and the date or dates
upon which such putative shares were purported to have
been issued, the date of such defective corporate act
and the nature of the failure of authorization in
respect of such defective corporate act; would have
required the filing of a certificate pursuant to
Section 1007 of this title,
2. A statement
b. that each such defective corporate act was has been
ratified in accordance with this section including the
date on which the board of directors ratified such
defective corporate act and the date, if any, on which
the shareholders approved the ratification of such
defective corporate act;, and
3. The
c. the information required by one of the following
paragraphs divisions:
a.
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(1) if a certificate was previously filed under
Section 1007 of this title in respect of such
defective corporate act and no changes to such
certificate are required to give effect to such
defective corporate act in accordance with this
section, the certificate of validation shall set
forth (1) the name, title, and filing date of the
certificate previously filed, and of any
certificate of correction thereto, and (2) a
statement that a copy of the certificate
previously filed, together with any certificate
of correction thereto, is attached as an exhibit
to the certificate of validation,
b.
(2) if a certificate was previously filed under
Section 1007 of this title in respect of the
defective corporate act and such certificate
requires any change to give effect to the
defective corporate act in accordance with this
section, including a change to the date and time
of the effectiveness of such certificate, the
certificate of validation shall set forth (1) the
name, title, and filing date of the certificate
so previously filed and of any certificate of
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correction thereto, (2) a statement that a
certificate containing all of the information
required to be included under the applicable
section or sections of this title to give effect
to the defective corporate act is attached as an
exhibit to the certificate of validation, and (3)
the date and time that such certificate shall be
deemed to have become effective pursuant to this
section, or
c.
(3) if a certificate was not previously filed under
Section 1007 of this title in respect of the
defective corporate act and the defective
corporate act ratified pursuant to this section
would have required under any other section of
this title the filing of a certificate in
accordance with Section 1007 of this title, the
certificate of validation shall set forth (1) a
statement that a certificate containing all of
the information required to be included under the
applicable section or sections of this title to
give effect to the defective corporate act is
attached as an exhibit to the certificate of
validation, and (2) the date and time that such
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certificate shall be deemed to have become
effective pursuant to this section.
4. A certificate attached to a certificate of validation
pursuant to subparagraph b or c of paragraph 3 of this subsection
need not be separately executed and acknowledged and need not
include any statement required by any other section of this title
that such instrument has been approved and adopted in accordance
with the provisions of such other section.
F. From and after the validation effective time, unless
otherwise determined in an action brought pursuant to Section 1055.2
of this title:
1. Subject to the last sentence paragraph 5 of subsection D of
this section, each defective corporate act ratified in accordance
with this section shall no longer be deemed void or voidable as a
result of the failure of authorization described in the adopted
resolutions and such effect shall be retroactive to the time of the
defective corporate act; and
2. Subject to the last sentence paragraph 5 of subsection D of
this section, each share or fraction of a share of putative stock
issued or purportedly issued pursuant to any such defective
corporate act shall no longer be deemed void or voidable and shall
be deemed to be an identical share or fraction of a share of
outstanding stock as of the time it was purportedly issued.
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G. In respect of each defective corporate act ratified by the
board of directors pursuant to subsection B of this section, prompt
notice of the ratification shall be given to all holders of valid
stock and putative stock, whether voting or nonvoting, as of the
date the board of directors adopts the resolutions approving such
defective corporate act, or as of a date within sixty (60) days
after the date of adoption, as established by the board of
directors, at the address of such holder as it appears or most
recently appeared, as appropriate, on the records of the
corporation. The notice shall also be given to the holders of
record of valid stock and putative stock, whether voting or
nonvoting, as of the time of the defective corporate act, other than
holders whose identities or addresses cannot be determined from the
records of the corporation. The notice shall contain a copy of the
resolutions adopted pursuant to subsection B of this section or the
information specified in subparagraphs a through e of paragraph 1 of
subsection B of this section or subparagraphs a through c of
paragraph 2 of subsection B of this section, as applicable, and a
statement that any claim that the defective corporate act or
putative stock ratified hereunder is void or voidable due to the
failure of authorization, or that the district court should declare
in its discretion that a ratification in accordance with this
section not be effective or be effective only on certain conditions
must be brought within one hundred twenty (120) days from the later
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of the validation effective time or the time at which the notice
required by this subsection is given. Notwithstanding the
foregoing, no such notice shall be required if notice of the
ratification of the defective corporate act is to be given in
accordance with subsection D of this section, and in the case of a
corporation that has a class of stock listed on a national
securities exchange, the notice required by this subsection and
subsection D of this section may be deemed given if disclosed in a
document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, or the corresponding provisions
of any subsequent United States federal securities laws, rules or
regulations. If any defective corporate act has been approved by
shareholders acting pursuant to Section 1073 of this title, the
notice required by this subsection may be included in any notice
required to be given pursuant to subsection F E of Section 1073 of
this title and, if so given, shall be sent to the shareholders
entitled to notice under subsection F E of Section 1073 of this
title and to all holders of valid and putative stock to whom notice
would be required under this subsection if the defective corporate
act had been approved at a meeting and the record date for
determining the shareholders entitled to notice of such meeting had
been the date for determining the shareholders entitled to notice
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under this subsection other than any shareholder who approved the
action by consent in lieu of a meeting pursuant to Section 1073 of
this title or any holder of putative stock who otherwise consented
thereto in writing. Solely for purposes of subsection D of this
section and this subsection, notice to holders of putative stock,
and notice to holders of valid stock and putative stock as of the
time of the defective corporate act, shall be treated as notice to
holders of valid stock for purposes of Sections 1067, 1073, 1074,
1075, 1075.2 and 1075.3 of this title.
H. As used in this section and in Section 1055.2 of this title
only, the term:
1. “Defective corporate act” means an overissue, an election or
appointment of directors that is void or voidable due to a failure
of authorization, or any act or transaction purportedly taken by or
on behalf of the corporation that is, and at the time such act or
transaction was purportedly taken would have been, within the power
of a corporation under this title, without regard to the failure of
authorization identified in subparagraph d of paragraph 1 of
subsection B of this section, but is void or voidable due to a
failure of authorization;
2. “Failure of authorization” means:
a. the failure to authorize or effect an act or
transaction in compliance with:
(1) the provisions of this title,
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(2) the certificate of incorporation or bylaws of the
corporation, or
(3) any plan or agreement to which the corporation is
a party or the disclosure set forth in any proxy
or consent solicitation statement, if and to the
extent such failure would render such act or
transaction void or voidable, or
b. the failure of the board of directors or any officer
of the corporation to authorize or approve any act or
transaction taken by or on behalf of the corporation
that would have required for its due authorization the
approval of the board of directors or such officer;
3. “Overissue” means the purported issuance of (a):
a. shares of capital stock of a class or series in excess
of the number of shares of such class or series the
corporation has the power to issue under Section 1042
of this title at the time of such issuance, or (b)
b. shares of any class or series of capital stock that is
not then authorized for issuance by the certificate of
incorporation of the corporation;
4. “Putative stock” means the shares of any class or series of
capital stock of the corporation, including shares issued upon
exercise of options, rights, warrants or other securities
convertible into shares of capital stock of the corporation, or
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interests with respect thereto that were created or issued pursuant
to a defective corporate act, that: (a)
a. but for any failure of authorization, would constitute
valid stock, or (b)
b. cannot be determined by the board of directors to be
valid stock;
5. “Time of the defective corporate act” means the date and
time the defective corporate act was purported to have been taken;
6. “Valid stock” means the shares of any class or series of
capital stock of the corporation that have been duly authorized and
validly issued in accordance with this title; and
7. “Validation effective time” with respect to any defective
corporate act ratified pursuant to this section means the latest of
(a):
a. the time at which the defective act submitted to the
shareholders for approval pursuant to subsection C of
this section is approved by such shareholders, or if
no such vote of shareholders is required to approve
the ratification, immediately following the time at
which the board of directors adopts the resolutions
required by paragraphs 1 or 2 of subsection B of this
section, (b)
b. where no certificate of validation is required to be
filed pursuant to subsection E of this section, the
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time, if any, specified by the board of directors in
the resolutions adopted pursuant to paragraphs 1 or 2
of subsection B of this section, which time shall not
precede the time at which such resolutions are
adopted;, and (c)
c. the time at which any certificate of validation filed
pursuant to subsection E of this section shall become
effective in accordance with Section 1007 of this
title.
In the absence of actual fraud in the transaction, the judgment
of the board of directors that shares of stock are valid stock or
putative stock shall be conclusive, unless otherwise determined by
the District Court district court in a proceeding brought pursuant
to Section 1055.2 of this title.
I. Ratification under this section or validation under Section
1055.2 of this title shall not be deemed to be the exclusive means
of ratifying or validating any act or transaction taken by or on
behalf of the corporation, including any defective corporate act, or
any issuance of stock, including any putative stock, or of adopting
or endorsing any act or transaction taken by or in the name of the
corporation prior to before the commencement of its existence, and
the absence or failure of ratification in accordance with either
this section or validation under Section 1055.2 of this title shall
not, of itself, affect the validity or effectiveness of any act or
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transaction or the issuance of any stock properly ratified under
common law or otherwise, nor shall it create a presumption that any
such act or transaction is or was a defective corporate act or that
such stock is void or voidable.
SECTION 11. AMENDATORY 18 O.S. 2021, Section 1065, is
amended to read as follows:
Section 1065.
INSPECTION OF BOOKS AND RECORDS
A. As used in this section:
1. “Books and records” means:
a. the certificate of incorporation, as defined in
Section 1008 of this title, including a copy of any
agreement or other instrument incorporated by
reference in the certificate of incorporation,
b. the bylaws then in effect, including a copy of any
agreement or other instrument incorporated by
reference in the bylaws,
c. minutes of all meetings of shareholders and the signed
consents evidencing all action taken by shareholders
without a meeting, in each case for the three (3)
years preceding the date of the demand under
subsection B of this section,
d. all communications in writing or by electronic
transmission to shareholders generally within the past
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three (3) years preceding the date of the demand under
subsection B of this section,
e. minutes of any meeting of the board of directors or
any committee of the board of directors and records of
any action of the board of directors or any such
committee,
f. materials provided to the board of directors or any
committee of the board of directors in connection with
actions taken by the board of directors or any such
committee,
g. annual financial statements of the corporation for the
three (3) years preceding the date of the demand under
subsection B of this section,
h. any contract entered into under paragraph 18 of
Section 1016 of this title, and
i. director and officer independence questionnaires;
2. “Proper purpose” means a purpose reasonably related to a
shareholder’s interest as a shareholder;
3. “Shareholder” means a shareholder of record in a stock
corporation, or a person who is the beneficial owner of shares of
stock held either in a voting trust or by a nominee on behalf of a
person;
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2. “Under oath” includes statements the declarant affirms to be
true under penalty of perjury under the laws of the United States or
any state; and
3. 4. “Subsidiary” means any entity directly or indirectly
owned, in whole or in part, by the corporation of which the
shareholder is a shareholder and over the affairs of which the
corporation directly or indirectly exercises control, and includes
but is not limited to corporations, partnerships, limited
partnerships, limited liability partnerships, limited liability
companies, statutory trusts, and joint ventures; and
5. “Under oath” includes statements the declarant affirms to be
true under penalty of perjury under the laws of the United States or
any state.
B. Any 1. Subject to paragraph 2 of this subsection, any
shareholder, in person or by attorney or other agent, upon written
demand under oath stating the purpose thereof, shall have the right
during the usual hours for business to inspect for any proper
purpose, and to make copies and extracts from:
1. The
a. the corporation’s stock ledger, a list of
shareholders, and its other books and records;, and
2. A
b. a subsidiary’s books and records, to the extent that:
a.
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(1) the corporation has actual possession and control
of the records of the subsidiary, or
b.
(2) the corporation could obtain the records through
the exercise of control over the subsidiary,
provided that as of the date of the making of the
demand:
(1)
(a) shareholder inspection of the books and
records of the subsidiary would not
constitute a breach of an agreement between
the corporation or the subsidiary and a
person or person not affiliated with the
corporation, and
(2)
(b) the subsidiary would not have the right
under the law applicable to it to deny the
corporation access to the books and records
upon demand by the corporation.
2. A shareholder may inspect and copy the corporation’s books
and records only if all of the following apply:
a. the shareholder’s demand is made in good faith and for
a proper purpose,
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b. the shareholder’s demand describes with reasonable
particularity the shareholder’s purpose and the books
and records the shareholder seeks to inspect, and
c. the books and records sought are specifically related
to the shareholder’s purpose.
3. The corporation may impose reasonable restrictions on the
confidentiality, use, or distribution of books and records and may
require, as a condition to producing books and records to a
shareholder under any demand under this subsection, that the
shareholder agree that any information included in the corporation’s
books and records is deemed incorporated by reference in any
complaint filed by or at the direction of the shareholder in
relation to the subject matter referenced in the demand. The
corporation may redact portions of any books and records produced to
such shareholder under this subsection to the extent the portions so
redacted are not specifically related to the shareholder’s purpose.
4. This section does not affect:
a. the right of a shareholder to seek discovery of books
and records if the shareholder is in litigation with
the corporation, to the same extent as any other
litigant, or
b. the power of a court, independently of this section,
to compel the production of corporate books and
records for inspection and to impose reasonable
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restrictions as provided in paragraph 3 of this
subsection, provided that, in the case of production
of books and records defined in paragraph 1 of
subsection A of this section at the request of a
shareholder, the shareholder has met the requirements
of this subsection.
5. In every instance where the shareholder is other than a
record holder of stock in a stock corporation, or a member of a
nonstock corporation, the demand under oath shall state the person’s
status as a shareholder or member, be accompanied by documentary
evidence of beneficial ownership of the stock or beneficial
membership, and state that the documentary evidence is a true and
correct copy of what it purports to be. A proper purpose shall mean
a purpose reasonably related to a person’s interest as a shareholder
or member.
6. In every instance where an attorney or other agent shall be
the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or other writing which
authorizes the attorney or other agent to so act on behalf of the
shareholder.
7. The demand under oath shall be directed to the corporation
at its registered office in this state or at its principal place of
business.
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C. 1. If the corporation or an officer or agent thereof
refuses to permit an inspection sought by a shareholder or attorney
or other agent acting for the shareholder pursuant to the provisions
of subsection B of this section or does not reply to the demand
within five (5) business days after the demand has been made, the
shareholder may apply to the district court for an order to compel
an inspection. The court may summarily order the corporation to
permit the shareholder to inspect the corporation’s stock ledger, an
existing list of shareholders, and its other books and records, and
to make copies or extracts therefrom; or the court may order the
corporation to furnish to the shareholder a list of its shareholders
as of a specific date on condition that the shareholder first pay to
the corporation the reasonable cost of obtaining and furnishing the
list and on other conditions as the court deems appropriate.
2. Where the shareholder seeks to inspect the corporation’s
books and records, other than its stock ledger or list of
shareholders, the shareholder shall first establish that:
a. the shareholder is a shareholder,
b. the shareholder has complied with the provisions of
this section respecting the form and manner of making
demand for inspection of the documents, and
c. the inspection the shareholder seeks is for a proper
purpose.
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3. Where the shareholder seeks to inspect the corporation’s
stock ledger or list of shareholders and has complied with the
provisions of this section respecting the form and manner of making
demand for inspection of the documents, the burden of proof shall be
upon the corporation to establish that the inspection the
shareholder seeks is for an improper purpose. The court may, in its
discretion, prescribe any limitations or conditions upon the
inspection, or award other or further relief as the court may deem
just and proper. The court may order books, documents, and records,
pertinent extracts therefrom, or duly authenticated copies thereof,
to be brought within this state and kept in this state upon such
terms and conditions as the order may prescribe.
D. Any director shall have the right to examine the
corporation’s stock ledger, a list of its shareholders, and its
other books and records, and other corporate records for a purpose
reasonably related to his or her position as a director. The
district court may summarily order the corporation to permit the
director to inspect any and all books and records, the stock ledger,
and the list of shareholders, the books and records, and other
corporate records and to make copies or extracts therefrom. The
court, in its discretion, may prescribe any limitations or
conditions with reference to the inspection, or award other or
further relief as the court may deem just and proper. The burden of
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proof shall be upon the corporation to establish that the inspection
the director seeks is for an improper purpose.
E. Except as otherwise expressly provided in subsection F or
subsection G of this section, in any proceeding brought by a
shareholder under subsection C of this section to compel the
inspection of books and records, the district court shall not order
the corporation to produce any records of the corporation other than
the books and records set forth in paragraph 1 of subsection A of
this section.
F. If the corporation does not have any of the books and
records described in subparagraphs c, e, or g in paragraph 1 of
subsection A of this section or, in the case of a corporation that
has a class of stock listed on a national securities exchange,
subparagraph i of paragraph 1 of subsection A of this section, the
district court may order the corporation to produce additional
records of the corporation constituting the functional equivalent of
any such books and records in response to a demand for inspection
brought by a shareholder under subsection C of this section only if,
and to the extent, the shareholder has met the requirements of
subsection B of this section, and only to the extent necessary and
essential to fulfill the shareholder’s proper purpose.
G. In any proceeding brought by a shareholder under subsection
C of this section to compel the inspection of books and records, the
district court may order the corporation to produce, in addition to
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any books and records or other records ordered to be produced under
subsection F of this section, other specific records of the
corporation only if and to the extent:
1. Such shareholder has met the requirements of subsection B of
this section;
2. Such shareholder has made a showing of a compelling need for
an inspection of such records to further the shareholder’s proper
purpose; and
3. Such shareholder has demonstrated by clear and convincing
evidence that such specific records are necessary and essential to
further such purpose.
H. The district court may impose reasonable restrictions as
provided in paragraph 3 of subsection B of this section to any
records of the corporation produced under subsection F or subsection
G of this section.
SECTION 12. AMENDATORY 18 O.S. 2021, Section 1073, as
amended by Section 28, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1073), is amended to read as follows:
Section 1073.
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
A. Unless otherwise provided for in the certificate of
incorporation, any action required by the provisions of the Oklahoma
General Corporation Act to be taken at any annual or special meeting
of shareholders of a corporation or any action which may be taken at
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any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice, and without a vote, if a consent or
consents, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take the action at
a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the corporation in the manner
required by this section.
B. Unless otherwise provided for in the certificate of
incorporation, any action required by the provisions of the Oklahoma
General Corporation Act to be taken at a meeting of the members of a
nonstock corporation, or any action which may be taken at any
meeting of the members of a nonstock corporation, may be taken
without a meeting, without prior notice and without a vote, if a
consent or consents, setting forth the action taken, shall be signed
by members having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at
which all members having a right to vote thereon were present and
voted and shall be delivered to the corporation in the manner
required by this section.
C. A consent must be set forth in writing or in an electronic
transmission. No consent shall be effective to take the corporate
action referred to therein unless consent signed by a sufficient
number of holders or members to take action is delivered to the
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corporation in the manner required by this section within sixty (60)
days of the first date on which a consent is so delivered to the
corporation. Any person executing a consent may provide, whether
through instruction to an agent or otherwise, that such a consent
will be effective at a future time including a time determined upon
the happening of an event, no later than sixty (60) days after such
instruction is given or such provision is made if evidence of such
instruction or provision is provided to the corporation. If the
person is not a shareholder or member of record when the consent is
executed, the consent shall not be valid unless the person is a
shareholder or member of record as of the record date for
determining shareholders or members entitled to consent to the
action. Unless otherwise provided, any such consent shall be
revocable prior to before its becoming effective. All references to
a “consent” in this section mean a consent permitted by this
section.
D. A consent permitted by this section shall be delivered:
1. To the principal place of business of the corporation;
2. To an officer or agent of the corporation who has custody of
the book in which proceedings of meetings of shareholders or members
are recorded;
3. To the registered office of the corporation in this state in
person or by certified or registered mail, return receipt requested;
or
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4. In accordance with Section 1014.3 of this title to an
information processing system, if any, designated by the corporation
for receiving such consents. Consent delivered under this paragraph
shall set forth or be delivered with information that enables the
corporation to determine the date of delivery of such consent and
the identity of the person giving such consent. If such consent is
given by a person authorized to act for a shareholder or member as
proxy, such consent shall comply with the applicable provisions of
paragraphs 2 and 3 of subsection C of Section 1075.2 of this title.
Any copy, facsimile, or other reliable reproduction of a consent
in writing may be substituted or used in lieu of the original
writing for any purposes for which the original writing could be
used, provided that the copy, facsimile, or other reliable
reproduction shall be a complete reproduction of the entire original
writing. A consent may be documented and signed in accordance with
Section 1014.3 of this title, and when so documented and signed
shall be deemed to be in writing for purposes of this title. If
such consent is delivered under paragraph 1, 2, or 3 of this
subsection, such consent must be reproduced and delivered in paper
form.
E. Prompt If an action by consent under subsections A or B of
this section has been taken by shareholders or members by less than
unanimous consent, prompt notice of the taking of the corporate
action without a meeting by less than unanimous consent the action
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by consent shall be given to those shareholders or members as of the
record date for the action by consent who have not consented and
who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the action had been taken at a
meeting and the record date for the notice of the meeting had been
the date that consents signed by a sufficient number of shareholders
or members to take the action were delivered to the corporation as
provided in this section were the record date for the action by
consent. The notice required by this subsection may be provided by
a notice that constitutes a Notice of Internet Availability of Proxy
Materials authorized by rules promulgated pursuant to the Securities
Exchange Act of 1934. In the event that the action for which
consent is given is an action that would have required the filing of
a certificate under any other section of this title if the action
had been voted on by shareholders or by members at a meeting thereof
the certificate filed under the other section shall state, in lieu
of any statement required by the section concerning any vote of
shareholders or members, that consent has been given in accordance
with the provisions of this section.
SECTION 13. AMENDATORY 18 O.S. 2021, Section 1075.2, as
amended by Section 29, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1075.2), is amended to read as follows:
Section 1075.2.
ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT
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A. Without limiting the manner of which notice otherwise may be
given effectively to shareholders, any notice to shareholders given
by the corporation under any provision of the Oklahoma General
Corporation Act, the certificate of incorporation, or the bylaws may
be given in writing directed to the shareholder’s mailing address or
by electronic transmission directed to the shareholder’s electronic
mail address, as applicable, as it appears on the records of the
corporation, and shall be given:
1. If mailed, when the notice is deposited with the United
States Postal Service, postage prepaid;
2. If delivered by courier service, the earlier of when the
notice is received or left at the shareholder’s address; or
3. If given by electronic mail, when directed to such
shareholder’s electronic mail address unless the shareholder has
notified the corporation in writing or by electronic transmission of
an objection to receiving notice by electronic mail, or if such
notice is prohibited by subsection E D of this section. A notice by
electronic mail must include a prominent legend that the
communication is an important notice regarding the corporation.
B. Without limiting the manner by which notice otherwise may be
given effectively to shareholders, but subject to subsection E D of
this section, any notice to shareholders given by the corporation
under any provision of this title, the certificate of incorporation,
or the bylaws shall be effective if given by a form of electronic
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transmission consented to by the shareholder to whom the notice is
given. Any such consent shall be revocable by the shareholder by
written notice or electronic transmission to the corporation. A
corporation may give a notice by electronic mail in accordance with
subsection A of this section without obtaining the consent required
by this subsection.
C. Notice given pursuant to subsection A B of this section
shall be deemed given if by:
1. Facsimile telecommunication, when directed to a number at
which the shareholder has consented to receive notice;
2. A posting on an electronic network together with separate
notice to the shareholder of the specific posting, upon the later
of:
a. the posting, and
b. the giving of the separate notice; and
3. Any other form of electronic transmission, when directed to
the shareholder.
D. Notwithstanding the provisions of this section, a notice may
not be given by an electronic transmission from and after the time
that:
1. The corporation is unable to deliver by electronic
transmission two consecutive notices given by the corporation; and
2. The inability becomes known to the secretary or assistant
secretary of the corporation or to the transfer agent, or other
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person responsible for the giving of notice; provided, however, the
inadvertent failure to discover such inability shall not invalidate
any meeting or other action.
E. An affidavit of the secretary or an assistant secretary or
of the transfer agent or other agent of the corporation that the
notice has been given by a form of electronic transmission shall, in
the absence of fraud, be prima facie evidence of the facts stated
therein.
F. For purposes of the Oklahoma General Corporation Act:
1. “Electronic mail” means an electronic transmission directed
to a unique electronic mail address. Electronic mail shall be
deemed to include any files attached thereto and any information
hyperlinked to a website if such electronic mail includes the
contact information of an officer or agent of the corporation who is
available to assist with accessing such files and information;
2. “Electronic mail address” means a destination, commonly
expressed as a string of characters, consisting of a unique user
name or mailbox, commonly referred to as the local part of the
address, and a reference to an internet domain, commonly referred to
as the domain part of the address, whether or not displayed, to
which electronic mail can be sent or delivered; and
3. “Electronic transmission” means any form of communication,
not directly involving the physical transmission of paper including
the use of, or participation in, one or more electronic networks or
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databases including one or more distributed electronic networks or
databases, that creates a record that may be retained, retrieved and
reviewed by a recipient thereof, and that may be directly reproduced
in paper form by such a recipient through an automated process.
G. If a notice is given pursuant to paragraph 1 or 2 of
subsection A of this section, each document enclosed, annexed, or
appended shall be deemed part of the notice solely for purposes of
determining whether notice was fully given under this title, the
certificate of incorporation, or bylaws.
H. No provision of this section, except for paragraph 1 of
subsection A or paragraphs 1 and 2 of subsection D of this section,
shall apply to Sections 1045, 1111, 1119, or 1123 of this title.
SECTION 14. AMENDATORY 18 O.S. 2021, Section 1077, is
amended to read as follows:
Section 1077.
AMENDMENT OF CERTIFICATE OF INCORPORATION AFTER RECEIPT OF PAYMENT
FOR STOCK - NONSTOCK CORPORATIONS
A. 1. After a corporation has received payment for any of its
capital stock, or after a nonstock corporation has members, it may
amend its certificate of incorporation, from time to time, in any
and as many respects as may be desired, so long as its certificate
of incorporation as amended would contain only such provisions as it
would be lawful and proper to insert in an original certificate of
incorporation filed at the time of the filing of the amendment; and
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if a change in stock or the rights of shareholders, or an exchange,
reclassification, subdivision, combination, or cancellation of stock
or rights of shareholders is to be made, such provisions as may be
necessary to effect such change, exchange, reclassification,
subdivision, combination, or cancellation. In particular, and
without limitation upon the general power of amendment, a
corporation may amend its certificate of incorporation, from time to
time, so as:
a. to change its corporate name,
b. to change, substitute, enlarge or diminish the nature
of its business or its corporate powers and purposes,
c. to increase or decrease its authorized capital stock
or to reclassify the same, by changing the number, par
value, designations, preferences, or relative,
participating, optional, or other special rights of
the shares, or the qualifications, limitations or
restrictions of such rights, or by changing shares
with par value into shares without par value, or
shares without par value into shares with par value
either with or without increasing or decreasing the
number of shares or by subdividing or combining the
outstanding issued shares of any class or series of a
class of shares into a greater or lesser number of
outstanding issued shares,
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d. to cancel or otherwise affect the right of the holders
of the shares of any class to receive dividends which
have accrued but have not been declared,
e. to create new classes of stock having rights and
preferences either prior and superior or subordinate
and inferior to the stock of any class then
authorized, whether issued or unissued,
f. to change the period of its duration, or
g. to delete:
(1) such provisions of the original certificate of
incorporation which named the incorporator or
incorporators, the initial board of directors
and the original subscribers for shares, and
(2) such provisions contained in any amendment to
the certificate of incorporation as were
necessary to effect a change, exchange,
reclassification, subdivision, combination or
cancellation of stock, if such change, exchange,
reclassification, subdivision, combination or
cancellation has become effective.
2. Any or all changes or alterations provided for in paragraph
1 of this subsection may be effected by one certificate of
amendment.
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B. Every amendment authorized by the provisions of subsection A
of this section shall be made and effected in the following manner:
1. If the corporation has capital stock, its board of directors
shall adopt a resolution setting forth the amendment proposed,
declaring its advisability, and either calling a special meeting of
the shareholders entitled to vote in respect thereof for the
consideration of the amendment or directing that the amendment
proposed be considered at the next annual meeting of shareholders;
provided, however, that unless otherwise expressly required by the
certificate of incorporation, no meeting or vote of shareholders
shall be required to adopt an amendment that effects only changes
described in paragraph (a) or (g) of subsection A of this section.
The special or annual meeting shall be called and held upon notice
in accordance with the provisions of Section 1067 of this title.
The notice shall set forth the amendment in full or a brief summary
of the changes to be effected thereby, unless such notice
constitutes a notice Notice of Internet availability Availability of
proxy materials Proxy Materials under the rules promulgated under
the Securities Exchange Act of 1934. At the meeting a vote of the
shareholders entitled to vote thereon shall be taken for and against
any proposed amendment that requires adoption by shareholders. If
no vote of shareholders is required to effect such amendment, or if
a majority of the outstanding stock entitled to vote thereon, and a
majority of the outstanding stock of each class entitled to vote
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thereon as a class, has been voted in favor of the amendment, a
certificate setting forth the amendment and certifying that the
amendment has been duly adopted in accordance with the provisions of
this section shall be executed, acknowledged and filed and shall
become effective in accordance with the provisions of Section 1007
of this title.
2. The holders of the outstanding shares of a class shall be
entitled to vote as a class upon a proposed amendment, whether or
not entitled to vote thereon by the provisions of the certificate of
incorporation, if the amendment would increase or decrease the
aggregate number of authorized shares of the class, increase or
decrease the par value of the shares of the class, or alter or
change the powers, preferences or special rights of the shares of
the class so as to affect them adversely. If any proposed amendment
would alter or change the powers, preferences or special rights of
one or more series of any class so as to affect them adversely, but
shall not so affect the entire class, then only the shares of the
series so affected by the amendment shall be considered a separate
class for the purposes of this paragraph. The number of authorized
shares of any such class or classes of stock may be increased or
decreased, but not below the number of shares thereof then
outstanding, by the affirmative vote of the holders of a majority of
the stock of the corporation entitled to vote irrespective of the
provisions of this paragraph, if so provided in the original
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certificate of incorporation, in any amendment thereto which created
the class or classes of stock or which was adopted prior to before
the issuance of any shares of the class or classes of stock, or in
any amendment thereto which was authorized by a resolution or
resolutions adopted by the affirmative vote of the holders of a
majority of the class or classes of stock.
3. If the corporation is a nonstock corporation, then the
governing body thereof shall adopt a resolution setting forth the
amendment proposed and declaring its advisability. If a majority of
all the members of the governing body shall vote in favor of the
amendment, a certificate thereof shall be executed, acknowledged and
filed and shall become effective in accordance with the provisions
of Section 1007 of this title. The certificate of incorporation of
any nonstock corporation may contain a provision requiring an
amendment thereto to be approved by a specified number or percentage
of the members or of any specified class of members of the
corporation in which event the proposed amendment shall be submitted
to the members or to any specified class of members of the
corporation in the same manner, so far as applicable, as is provided
for in this section for an amendment to the certificate of
incorporation of a stock corporation; and in the event of the
adoption thereof by the members, a certificate evidencing the
amendment shall be executed, acknowledged and filed and shall become
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effective in accordance with the provisions of Section 1007 of this
title.
4. Whenever the certificate of incorporation shall require
action by the board of directors of a corporation other than a
nonstock corporation or by the governing body of a nonstock
corporation, by the holders of any class or series of shares or by
the members, or by the holders of any other securities having voting
power, the vote of a greater number or proportion than is required
by the provisions of the Oklahoma General Corporation Act, the
provision of the certificate of incorporation requiring a greater
vote shall not be altered, amended, or repealed except by a greater
vote.
C. The resolution authorizing a proposed amendment to the
certificate of incorporation may provide that at any time prior to
before the effectiveness of the filing of the amendment with the
Secretary of State, notwithstanding authorization of the proposed
amendment by the shareholders of the corporation or by the members
of a nonstock corporation, the board of directors or governing body
may abandon the proposed amendment without further action by the
shareholders or members.
D. Notwithstanding the provisions of subsection B of this
section, unless otherwise expressly required by the certificate of
incorporation:
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1. No meeting or vote of shareholders shall be required to
adopt an amendment that:
a. affects only changes described in subparagraphs a or g
of paragraph 1 of subsection A of this section, or
b. reclassifies by subdividing the issued shares of a
class of stock into a greater number of issued shares
of the same class of stock and, in connection
therewith, such amendment may increase the number of
authorized shares of such class of stock up to an
amount proportionate to the subdivision, provided the
corporation has only one class of stock outstanding
and such class is not divided into series; and
2. An amendment to increase or decrease the authorized number
of shares of a class of capital stock or an amendment to reclassify
by combining the issued shares of a class of capital stock into a
lesser number of issued shares of the same class of stock may be
made and effected, without obtaining the vote or votes of
shareholders otherwise required by subsection B of this section if:
a. the shares of such class are listed on a national
securities exchange immediately before such amendment
becomes effective and meet the listing requirements of
such national securities exchange relating to the
minimum number of holders immediately after such
amendment becomes effective,
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b. at a meeting called in accordance with paragraph 1 of
subsection B of this section, a vote of the
shareholders entitled to vote thereon, voting as a
single class, is taken for and against the proposed
amendment, and the votes cast for the amendment exceed
the votes cast against the amendment, and
c. if the amendment increases or decreases the authorized
number of shares of a class of capital stock for which
no provision has been made under the last sentence of
paragraph 2 of subsection B of this section, the votes
cast for the amendment by the holders of such class
exceed the votes cast against the amendment by the
holders of such class.
SECTION 15. AMENDATORY 18 O.S. 2021, Section 1089, is
amended to read as follows:
Section 1089.
POWERS OF CORPORATION SURVIVING OR RESULTING FROM MERGER
OR CONSOLIDATION OR UPON CONVERSION; ISSUANCE OF STOCK, BONDS OR
OTHER INDEBTEDNESS
A. When two or more corporations are merged or consolidated, or
an entity is converted to a domestic corporation, the corporation
surviving or resulting from the merger or consolidation or upon
conversion may issue bonds or other obligations, negotiable or
otherwise, and with or without coupons or interest certificates
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thereto attached, to an amount sufficient with its capital stock to
provide for all payments it will be required to make, or obligations
it will be required to assume, in order to effect the merger, or
consolidation, or conversion.
B. For the purpose of securing the payment of any such bonds
and obligations, it shall be lawful for issued pursuant to
subsection A of this section, the surviving or, resulting, or
converted corporation to may mortgage its corporate franchise,
rights, privileges, and property, real, personal or mixed.
C. The surviving or, resulting, or converted corporation may
issue certificates take any of the following actions in order to
effect the merger or consolidation in the manner and on the terms
specified in the agreement or in order to effect the conversion in
the manner and on the terms, under a plan of conversion, approved by
the other entity, as applicable:
1. Issue shares of its capital stock or uncertificated stock if
authorized to do so and other securities to the shareholders of the
constituent corporations in exchange or payment for the original
shares, in such amount as shall be necessary in accordance with the
terms of the agreement of merger or consolidation in order to effect
such merger or consolidation in the manner and on the terms
specified in the agreement and other securities upon conversion or
for the shares, rights, or securities of or interests in any
constituent corporation or other converting entity, or
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2. Cancel any shares, rights, securities, or interests.
SECTION 16. AMENDATORY 18 O.S. 2021, Section 1090, is
amended to read as follows:
Section 1090.
REMEDIES; APPOINTMENT OF SHAREHOLDER REPRESENTATIVES; EFFECT OF
MERGER UPON PENDING ACTIONS
A. Except for a merger effected under subsection G of Section
1081 of this title, any agreement of merger or consolidation
governed by Sections 1081, 1082, 1084, 1085, 1086, 1087, 1090.1, or
1090.2 of this title may provide:
1. That:
a. a party to the agreement that fails to perform its
obligations under the agreement in accordance with the
terms and conditions of the agreement, or that
otherwise fails to comply with the terms and
conditions of the agreement, in each case, required to
be performed or complied with before the time the
merger or consolidation becomes effective, or that
otherwise fails to consummate or fails to cause the
consummation of the merger or consolidation, whether
before a specified date, upon satisfaction or, to the
extent permitted by law, waiver of all conditions to
the consummation set forth in the agreement, or
otherwise, shall be subject, in addition to any other
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remedies available at law or in equity, to such
penalties or consequences as are set forth in the
agreement of merger or consolidation, which penalties
or consequences may include an obligation to pay to
the other party or parties to the agreement an amount
representing, or based on the loss of, any premium or
other economic entitlement the shareholders of the
other party would be entitled to receive under the
terms of the agreement if the merger or consolidation
were consummated in accordance with the terms of the
agreement, and
b. if, under the terms of the agreement, a corporation is
entitled to receive payment from another party to an
agreement of merger or consolidation of any amount
representing a penalty or consequence, as specified in
subparagraph a of this paragraph, the corporation
shall be entitled to enforce the other party’s payment
obligation and, upon receipt of any payment, shall be
entitled to retain the amount of the payment received;
and
2. a. For the appointment, at or after the time at which the
agreement of merger or consolidation is adopted by the
shareholders of a constituent corporation to the
merger or consolidation in accordance with the
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requirements of the Oklahoma General Corporation Act,
of one or more persons, which may include the
surviving or resulting entity or any officer, manager,
representative or agent thereof, as representative of
the shareholders of a constituent corporation of this
state, including those whose shares of capital stock
shall be canceled, converted, or exchanged in the
merger or consolidation and for the delegation to such
person or persons of the sole and exclusive authority
to take action on behalf of the shareholders under the
agreement, including taking such actions as the
representative determines to enforce, including by
entering into settlements with respect to, the rights
of the shareholders under the agreement of merger or
consolidation, on the terms and subject to the
conditions set forth in the agreement,
b. That any appointment under subparagraph a of this
paragraph shall be irrevocable and binding on all the
shareholders from and after the adoption of the
agreement of merger or consolidation by the requisite
vote of the shareholders under the Oklahoma General
Corporation Act, and
c. That any provision adopted under this paragraph may
not be amended after the merger or consolidation has
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become effective or may be amended only with the
consent or approval of persons specified in the
agreement of merger or consolidation.
B. Any provision of the agreement of merger or consolidation
adopted under subsection A of this section may be made dependent
upon facts including, but not limited to, the occurrence of any
event, including a determination or action by any person or body
including the corporation, ascertainable outside of the agreement,
provided that the manner in which the facts shall operate upon the
terms of the agreement is clearly and expressly set forth in the
agreement of merger or consolidation.
C. Any action or proceeding, whether civil, criminal or
administrative, pending by or against any corporation which is a
party to a merger or consolidation shall be prosecuted as if such
merger or consolidation had not taken place, or the corporation
surviving or resulting from such merger or consolidation may be
substituted in such action or proceeding.
SECTION 17. AMENDATORY 18 O.S. 2021, Section 1090.4, as
amended by Section 31, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1090.4), is amended to read as follows:
Section 1090.4.
CONVERSION OF AN ENTITY TO A DOMESTIC CORPORATION
A. As used in this section, the term “entity” means a domestic
or foreign partnership, whether general or limited and including a
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limited liability partnership and a limited liability limited
partnership, a foreign corporation including a public benefit
corporation, a domestic or foreign limited liability company
including a public benefit limited liability company, and any
unincorporated nonprofit or for-profit association, trust or
enterprise having members or having outstanding shares of stock or
other evidences of financial, beneficial or membership interest
therein, whether formed by agreement or under statutory authority or
otherwise and whether formed or organized under the laws of this
state or the laws of any other jurisdiction.
B. Any entity may convert to a domestic corporation by
complying with subsection G of this section and filing in the office
of the Secretary of State a certificate of conversion that has been
executed in accordance with subsection H of this section and filed
in accordance with Section 1007 of this title, to which shall be
attached, a certificate of incorporation that has been prepared,
executed and acknowledged in accordance with Section 1007 of this
title. Each of the certificates required by this subsection shall
be filed simultaneously in the office of the Secretary of State and,
if such certificates are not to become effective upon their filing
as permitted by Section 1007 of this title, then each such
certificate shall provide for the same future effective date or time
in accordance with Section 1007 of this title.
C. The certificate of conversion to a corporation shall state:
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1. The date on which the entity was first formed;
2. The name, jurisdiction of formation or organization, and
type of entity of the entity when formed and, if changed, its name,
jurisdiction and type of entity immediately before the filing of the
certificate of conversion;
3. The name of the corporation as set forth in its certificate
of incorporation filed in accordance with subsection B of this
section; and
4. The future effective date or time, which shall be a date or
time certain not later than ninety (90) days after the filing, of
the conversion to a corporation if the conversion is not to be
effective upon the filing of the certificate of conversion and the
certificate of incorporation provides for the same future effective
date as authorized in subsection D of Section 1007 of this title.
D. Upon the effective date or time of the certificate of
conversion and the certificate of incorporation, the entity shall be
converted to a domestic corporation and the corporation shall
thereafter be subject to all of the provisions of this title, except
that notwithstanding Section 1007 of this title, the existence of
the corporation shall be deemed to have commenced on the date the
entity commenced its existence.
E. The conversion of any entity to a domestic corporation shall
not be deemed to affect any obligations or liabilities of the entity
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incurred before its conversion to a domestic corporation or the
personal liability of any person incurred before such conversion.
F. When an entity has converted to a domestic corporation under
this section, the domestic corporation shall be deemed to be the
same entity as the converting entity. All of the rights, privileges
and powers of the entity that has converted, and all property, real,
personal and mixed, and all debts due to the entity, as well as all
other things and causes of action belonging to the entity, shall
remain vested in the domestic corporation to which the entity has
converted and shall be the property of the domestic corporation and
the title to any real property vested by deed or otherwise in the
entity shall not revert or be in any way impaired by reason of the
conversion; but all rights of creditors and all liens upon any
property of the entity shall be preserved unimpaired, and all debts,
liabilities and duties of the entity that has converted shall remain
attached to the domestic corporation to which the entity has
converted, and may be enforced against it to the same extent as if
the debts, liabilities and duties had originally been incurred or
contracted by it in its capacity as a domestic corporation. The
rights, privileges, powers and interests in property of the entity,
as well as the debts, liabilities and duties of the entity, shall
not be deemed, as a consequence of the conversion, to have been
transferred to the domestic corporation to which the entity has
converted for any purpose of the laws of this state.
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G. Unless otherwise agreed or otherwise provided by any laws of
this state applicable to the converting entity, the converting
entity shall not be required to wind up its affairs or pay its
liabilities and distribute its assets, and the conversion shall not
be deemed to constitute a dissolution of such entity and shall
constitute a continuation of the existence of the converting entity
in the form of a domestic corporation.
H. Before the time a certificate of conversion becomes
effective in accordance with Section 1007 of this title, the
conversion shall be approved in the manner provided for by the
document, instrument, agreement or other writing, as the case may
be, governing the internal affairs of the entity and the conduct of
its business or by applicable law, as appropriate, and a certificate
of incorporation shall be approved by the same authorization
required to approve the conversion.
I. The certificate of conversion to a corporation shall be
signed by an officer, director, trustee, manager, partner or other
person performing functions equivalent to those of an officer or
director of a domestic corporation, however named or described, and
who is authorized to sign the certificate of conversion on behalf of
the entity.
J. In a conversion of an entity to a domestic corporation under
this section, rights or securities of, or memberships or membership,
economic or ownership interests in, the entity which is to be
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converted to a domestic corporation may be exchanged for or
converted into cash, property or shares of stock, rights or
securities of the domestic corporation or, in addition to or in lieu
thereof, may be exchanged for or converted into cash, property or
shares of stock, rights or securities of or interests in another
domestic corporation or entity or may be canceled.
K. In connection with a conversion under this section, the
other converting entity may adopt a plan of conversion that may
state:
1. The terms and conditions of the conversion;
2. That the certificate of incorporation of the converted
corporation of this state shall be as set forth in attachment to the
plan of conversion;
3. The manner, if any, of exchanging or converting shares of
stock, rights or securities of, or interests in, the other entity
that is to be converted to a corporation of this state, in
accordance with subsection J of this section;
4. Any corporate action to be taken by the converted
corporation of this state in connection with the conversion of the
other entity, each of which shall require approval in accordance
with all laws applicable to the other entity, including any approval
required under such applicable law for the authorization of the type
of corporate action specified in the plan of conversion;
5. Any details or provisions as are deemed desirable; and
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6. Such other provisions or facts as shall be required to be
set forth in a plan of conversion by the laws applicable to the
other entity. Any of the terms of the plan of conversion may be
made dependent upon facts ascertainable outside of such plan,
provided that the manner in which such facts shall operate upon the
terms of the plan of conversion is clearly and expressly set forth
in the plan of conversion. As used in this paragraph, “facts”
includes, but is not limited to, the occurrence of any event,
including a determination, or action by any person or body,
including the other entity or the converted corporation.
L. Any corporate action to be taken by the converted
corporation of this state in connection with the conversion of the
other entity that is set forth in a plan of conversion approved in
the manner provided for by subsection K of this section and that is
within the power of a corporation under the Oklahoma General
Corporation Act shall be deemed authorized, adopted, and approved,
as applicable, by the converted corporation of this state and the
board of directors, shareholders, or members of the corporation, as
applicable, and shall not require any further action of the board of
directors, shareholders, or members of the corporation under the
Oklahoma General Corporation Act. In the event that any such action
requires the filing of a certificate under any other section of the
Oklahoma General Corporation Act, the certificate shall state that
in accordance with this section, no action by the board of
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directors, shareholders, or members, or as otherwise required by
such other section of the Oklahoma General Corporation Act, is
required.
SECTION 18. AMENDATORY 18 O.S. 2021, Section 1090.5, as
amended by Section 32, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 1090.5), is amended to read as follows:
Section 1090.5.
CONVERSION OF DOMESTIC CORPORATION TO AN ENTITY
A. A domestic corporation may, upon the authorization of such
conversion in accordance with this section, convert to an entity.
As used in this section, the term “entity” means a domestic or
foreign partnership, whether general or limited, and including a
limited liability partnership and a limited liability limited
partnership, a foreign corporation including a public benefit
corporation, a domestic or foreign limited liability company
including a public benefit limited liability company, and any
unincorporated nonprofit or for-profit association, trust or
enterprise having members or having outstanding shares of stock or
other evidences of financial, beneficial or membership interest
therein, whether formed by agreement or under statutory authority or
otherwise and whether formed or organized under the laws of this
state or the laws of any other jurisdiction.
B. The board of directors of the corporation which desires to
convert under this section shall adopt a resolution approving such
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conversion, specifying the type of entity into which the corporation
shall be converted and recommending the approval of the conversion
by the shareholders of the corporation. If a plan of conversion is
to be adopted in accordance with subsection K of this section, such
plan shall be approved together with the resolution approving the
conversion. The resolution shall be submitted to the shareholders
of the corporation at an annual or special meeting. Due notice of
the time and purpose of the meeting shall be mailed to each holder
of shares, whether voting or nonvoting, of the corporation at the
address of the shareholder as it appears on the records of the
corporation, at least twenty (20) days prior to the date of the
meeting. At the meeting, the resolution shall be considered and a
vote taken for its adoption or rejection. If a majority of the
outstanding shares of stock of the corporation entitled to vote
shall vote for the adoption of the resolution, the conversion shall
be authorized provided that, if the corporation is converting to a
partnership having one or more general partners, then in addition to
such approval, authorization of the conversion shall require
approval of each shareholder of the corporation who will become a
general partner of such partnership as a result of the conversion.
C. If the corporation has converted in accordance with this
section and the governing act of the domestic entity to which the
corporation is converting does not provide for the filing of a
conversion notice with the Secretary of State or the corporation is
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converting to a foreign entity, the corporation shall file with the
Secretary of State a certificate of conversion executed in
accordance with Section 1007 of this title which certifies:
1. The name of the corporation and, if it has been changed, the
name under which it was originally incorporated;
2. The date of filing of its original certificate of
incorporation with the Secretary of State;
3. The name of the entity to which the corporation shall be
converted, its jurisdiction of formation if a foreign entity, and
the type of entity;
4. That the conversion has been approved in accordance with the
provisions of this section;
5. The future effective date or time of the conversion to an
entity, which shall be a date or time certain not later than ninety
(90) days after the filing, if it is not to be effective upon the
filing of the certificate of conversion;
6. The agreement of the foreign entity that it may be served
with process in this state in any action, suit or proceeding for
enforcement of any obligation of the foreign entity arising while it
was a domestic corporation and for enforcement of any obligation of
such other entity arising from the conversion including any suit or
other proceeding to enforce the right of any shareholders as
determined in appraisal proceedings under Section 1091 of this
title, and that it irrevocably appoints the Secretary of State as
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its agent to accept service of process in any such action, suit or
proceeding;
7. The address to which a copy of the process referred to in
this subsection shall be mailed by the Secretary of State. In the
event of such service upon the Secretary of State in accordance with
the provisions of Section 2004 of Title 12 of the Oklahoma Statutes,
the Secretary of State shall immediately notify such corporation
that has converted out of this state by letter, certified mail,
return receipt requested, directed to the corporation at the address
specified unless the corporation shall have designated in writing to
the Secretary of State a different address for this purpose, in
which case it shall be mailed to the last address so designated.
The notice shall include a copy of the process and any other papers
served on the Secretary of State pursuant to the provisions of this
subsection. It shall be the duty of the plaintiff in the event of
such service to serve process and any other papers in duplicate, to
notify the Secretary of State that service is being effected
pursuant to the provisions of this subsection, and to pay the
Secretary of State the fee provided for in paragraph 7 of subsection
A of Section 1142 of this title, which fee shall be taxed as part of
the costs in the proceeding. The Secretary of State shall maintain
an alphabetical record of any such service setting forth the name of
the plaintiff and the defendant, the title, docket number, and
nature of the proceeding in which process has been served upon the
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Secretary of State, the fact that service has been effected pursuant
to the provisions of this subsection, the return date thereof, and
the date service was made. The Secretary of State shall not be
required to retain such information longer than five (5) years from
receipt of the service of process by the Secretary of State; and
8. If the entity to which the corporation is converting was
required to make a filing with the Secretary of State as a condition
of its formation, the type and date of such filing If a plan of
conversion is adopted in accordance with subsection K of this
section, that all provisions of the plan of conversion shall be
approved in accordance with this section.
D. Upon the filing of a certificate of conversion notice with
the Secretary of State, whether under subsection C of this section
or under the governing act of the domestic entity to which the
corporation is converting, the filing of any formation document
required by the governing act of the domestic entity to which the
corporation is converting, and payment to the Secretary of State of
all prescribed fees, the corporation shall cease to exist as a
domestic corporation at the time the certificate of conversion
becomes effective in accordance with Section 1007 of this title. A
copy of the certificate of conversion issued by the Secretary of
State shall be prima facie evidence of the conversion by the
corporation.
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E. The conversion of a domestic corporation under this section
and the resulting cessation of its existence as a domestic
corporation shall not be deemed to affect any obligations or
liabilities of the corporation incurred before such conversion or
the personal liability of any person incurred before the conversion,
nor shall it be deemed to affect the choice of law applicable to the
corporation with respect to matters arising before the conversion.
F. Unless otherwise provided in a resolution of conversion
adopted in accordance with this section, the converting corporation
shall not be required to wind up its affairs or pay its liabilities
and distribute its assets, and the conversion shall not constitute a
dissolution of such corporation.
G. In a conversion of a domestic corporation to an entity under
this section, shares of stock of the converting domestic corporation
may be exchanged for or converted into cash, property, shares of
stock, rights or securities of, or memberships or membership,
economic or ownership interests in, the entity to which the domestic
corporation is being converted or, in addition to or in lieu
thereof, may be exchanged for or converted into cash, property,
shares of stock, rights or securities of, or interests in, another
corporation or entity or may be canceled.
H. When a corporation has converted to an entity under this
section, the entity shall be deemed to be the same entity as the
corporation. All of the rights, privileges and powers of the
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corporation that has converted, and all property, real, personal and
mixed, and all debts due to the corporation, as well as all other
things and causes of action belonging to the corporation, shall
remain vested in the entity to which the corporation has converted
and shall be the property of the entity, and the title to any real
property vested by deed or otherwise in the corporation shall not
revert or be in any way impaired by reason of the conversion; but
all rights of creditors and all liens upon any property of the
corporation shall be preserved unimpaired, and all debts,
liabilities and duties of the corporation that has converted shall
remain attached to the entity to which the corporation has
converted, and may be enforced against it to the same extent as if
the debts, liabilities and duties had originally been incurred or
contracted by it in its capacity as the entity. The rights,
privileges, powers and interest in property of the corporation that
has converted, as well as the debts, liabilities and duties of the
corporation, shall not be deemed, as a consequence of the
conversion, to have been transferred to the entity to which the
corporation has converted for any purpose of the laws of this state.
I. No vote of shareholders of a corporation shall be necessary
to authorize a conversion if no shares of the stock of the
corporation shall have been issued before the adoption by the board
of directors of the resolution approving the conversion.
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J. Nothing in this section shall be deemed to authorize the
conversion of a charitable nonstock corporation into another entity,
if the charitable status of such charitable nonstock corporation
would thereby be lost or impaired.
K. In connection with a conversion under this section, the
converting corporation may adopt a plan of conversion that may
state:
1. The terms and conditions of the conversion;
2. That the document, instrument, agreement, or other writing
governing the internal affairs of the entity to which the converting
corporation is being converted to and the conduct of its business
shall be as set forth in an attachment to the plan of conversion;
3. The manner, if any, of exchanging or converting shares of
stock of the converting corporation that are to be exchanged for or
converted into cash, property, shares of stock, rights, or
securities of, or interests in, the entity to which the corporation
of this state is being converted or, in addition to or in lieu
thereof, cash, property, shares of stock, rights, or securities of,
or interests in, another domestic corporation or other entity or
canceling such shares, in accordance with subsection G of this
section;
4. Any details or provisions as are deemed desirable; and
5. Such other provisions or facts as shall be required to be
set forth in a plan of conversion by the laws applicable to the
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entity to which the domestic corporation is being converted. Any of
the terms of the plan of conversion may be made dependent upon facts
ascertainable outside of such plan, provided that the manner in
which such facts shall operate upon the terms of the plan of
conversion is clearly and expressly set forth in the plan of
conversion. As used in this paragraph, “facts” includes, but is not
limited to, the occurrence of any event, including a determination,
or action by any person or body, including the entity to which the
domestic corporation is being converted or the converting
corporation.
SECTION 19. NEW LAW A new section of law to be codified
in the Oklahoma Statutes as Section 1090.6 of Title 18, unless there
is created a duplication in numbering, reads as follows:
AMENDMENTS TO CERTIFICATE OF INCORPORATION OF THE SURVIVING
CORPORATION; DISCLOSURE SCHEDULES
A. If an agreement of merger entered into under any provision
of the Oklahoma General Corporation Act, other than subsection G of
Section 1081 of Title 18 of the Oklahoma Statutes, provides, with
respect to any constituent corporation, that all of the shares of
capital stock of the constituent corporation issued and outstanding
immediately before the time at which the merger becomes effective
shall be converted into or exchanged for cash, property, rights, or
securities, excluding stock of the surviving corporation, then,
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notwithstanding any other provision of the Oklahoma General
Corporation Act, with respect to the constituent corporation:
1. The agreement of merger as approved by the board of
directors shall not be required to include any provision regarding
the certificate of incorporation of the surviving corporation in
order for the agreement of merger to be considered in final form or
substantially final form;
2. Any amendment or amendment and restatement of the
certificate of incorporation of the surviving corporation may be
adopted by the board of directors of the constituent corporation or
any person acting at the direction thereof, or if under the terms of
the agreement of merger the shares or equity interests of a
constituent entity are to be converted into all of the shares of
capital stock of the surviving corporation, the board of directors
or governing body of the constituent entity or other person acting
at the direction thereof; and
3. No alteration or change of the certificate of incorporation
shall be deemed to constitute an amendment to the agreement of
merger.
B. Unless otherwise expressly provided by an agreement of
merger or consolidation, any disclosure letter, disclosure
schedules, or similar documents or instruments delivered in
connection with the agreement that modify, supplement, qualify, or
make exceptions to representations, warranties, covenants, or
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conditions contained in the agreement shall not be deemed part of
the agreement for purposes of any provision of the Oklahoma General
Corporation Act but shall have the effects provided in the
agreement.
SECTION 20. AMENDATORY 18 O.S. 2021, Section 1093, is
amended to read as follows:
Section 1093.
MORTGAGE OR PLEDGE OF ASSETS
A. The authorization or consent of shareholders to the mortgage
or pledge of a corporation’s property and assets shall not be
necessary, except to the extent that the certificate of
incorporation otherwise provides.
B. Without limiting the rights of a secured party under
applicable law, no resolution by shareholders shall be required by
subsection A of Section 1092 of this title for a sale, lease, or
exchange of property or assets if such property or assets are
collateral that secures a mortgage or are pledged to a secured party
and either:
1. The secured party exercises its rights under the law
governing such mortgage or pledge or other applicable law, whether
under the Uniform Commercial Code - Secured Transactions, a real
property law, or other law, to effect such sale, lease, or exchange
without the consent of the corporation; or
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2. In lieu of the secured party exercising such rights, the
board of directors of the corporation authorizes an alternative
sale, lease, or exchange of such property or assets, whether with
the secured party or with another person, that results in the
reduction or elimination of the total liabilities or obligations
secured by such property or assets, provided that:
a. the value of such property or assets is less than or
equal to the total amount of such liabilities or
obligations being eliminated or reduced, and
b. such sale, lease, or exchange is not prohibited by the
law governing the mortgage or pledge.
The provision of consideration to the corporation or to its
shareholders shall not create a presumption that the value of such
property or assets is greater than the total amount of such
liabilities or obligations being eliminated or reduced.
C. A failure to satisfy the requirements in subparagraph a of
paragraph 2 of subsection B of this section shall not result in the
invalidation of a sale, lease, or exchange if the transferee of the
property or assets provided value therefor, which may include the
reduction or elimination of the total liabilities or obligations
secured by such property or assets, and acted in good faith, as
defined in paragraph (20) of subsection (b) of Section 1-201 of
Title 12A of the Oklahoma Statutes. This subsection shall not apply
to a proceeding against the corporation and any other necessary
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parties to enjoin such sale, lease, or exchange before the
consummation thereof and shall not eliminate any liability for
monetary damages for any claim, including a claim in the right of
the corporation, based upon a violation of fiduciary duty by a
current or former director, officer, or shareholder.
D. Any provision of a certificate of incorporation that
requires the authorization or consent of shareholders for a sale,
lease, or exchange of property or assets shall not apply to a
transaction permitted by subsection B of this section unless such
provision expressly requires. This subsection shall apply only to
certificates of incorporation provisions that become effective on or
after the effective date of this act.
SECTION 21. AMENDATORY 18 O.S. 2021, Section 2001, as
amended by Section 2, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025,
Section 2001), is amended to read as follows:
Section 2001.
DEFINITIONS
As used in the Oklahoma Limited Liability Company Act, unless
the context otherwise requires:
1. “Articles of organization” means documents filed for the
purpose of forming a limited liability company, and the articles as
amended;
2. “Bankrupt” means bankrupt under the United States Bankruptcy
Code, as amended, or insolvent under any state insolvency act;
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3. “Business” means any trade, occupation, profession or other
activity regardless of whether engaged in for gain, profit or
livelihood;
4. “Capital contribution” means anything of value that a person
contributes to the limited liability company as a prerequisite for,
or in connection with, membership including cash, property, services
rendered or a promissory note or other binding obligation to
contribute cash or property or to perform services;
5. “Capital interest” means the fair market value as of the
date contributed of a member’s capital contribution as adjusted for
any additional capital contributions or withdrawals, a person’s
share of the profits and losses of a limited liability company and a
person’s right to receive distributions of the limited liability
company’s assets;
6. “Charitable entity” means any nonprofit limited liability
company or other entity that is exempt from taxation under Section
501(c)(3) of the United States Internal Revenue Code, 26 U.S.C.,
Section 501(c)(3), or any successor provisions;
7. “Corporation” means a corporation organized under the laws
of this state or the laws of any jurisdiction other than this state;
8. “Court” includes every court and judge having jurisdiction
in the case;
9. “Document” means:
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a. any tangible medium on which information is inscribed
including handwritten, typed, printed, or similar
instruments and copies of such instruments, and
b. an electronic transmission;
10. “Electronic transmission” means any form of communication
not directly involving the physical transmission of paper including
the use of or participation in one or more electronic networks or
databases, including one or more distributed electronic networks or
databases, that creates a record that may be retained, retrieved,
and reviewed by a recipient thereof and that may be directly
reproduced in paper form by such a recipient through an automated
process;
11. “Foreign corporation” means a corporation organized under
the laws of any jurisdiction other than this state;
12. “Foreign limited liability company” means:
a. an unincorporated association,
b. formed under the laws of any jurisdiction other than
this state, and
c. formed under a statute pursuant to which an
association may be formed that affords to each of its
members limited liability with respect to the
liabilities of the entity;
13. “Foreign limited partnership” means a limited partnership
formed under the laws of any jurisdiction other than this state;
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14. “Jurisdiction”, when used to refer to a political entity,
means the United States, a state, a tribal government, a foreign
country or a political subdivision of a foreign country;
15. “Limited liability company” or “domestic limited liability
company” means an entity formed under the Oklahoma Limited Liability
Company Act and existing under the laws of this state;
16. “Limited partnership” means a limited partnership formed
under the laws of this state or a foreign limited partnership as
defined in this section;
17. “Manager” or “managers” means a person or persons
designated by the members of a limited liability company to manage
the limited liability company as provided in the articles of
organization or an operating agreement and includes a manager of the
limited liability company generally and a manager associated with a
series of the limited liability company. Unless the context
otherwise requires, references in this act to a manager shall be
deemed to be references to a manager of the limited liability
company generally and to a manager associated with a series with
respect to such series;
18. “Member” means a person with an ownership interest in a
limited liability company, with the rights and obligations specified
under the Oklahoma Limited Liability Company Act and includes a
member of the limited liability company generally and a member
associated with a series of the limited liability company. Unless
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the context otherwise requires, references in this act to a member
shall be deemed to be references to a member of the limited
liability company generally and to a member associated with a series
with respect to such series;
19. “Membership interest” or “interest” means a member’s rights
in the limited liability company, collectively including the
member’s share of the profits and losses of the limited liability
company, the right to receive distributions of the limited liability
company’s assets and capital interest, any right to vote or
participate in management and such other rights accorded to members
under the articles of organization, operating agreement or the
Oklahoma Limited Liability Company Act;
20. “Operating agreement”, regardless of whether referred to as
an operating agreement and whether oral, in a record, implied or in
any combination thereof, means any agreement of the members,
including a sole member, as to the affairs of a limited liability
company including any protected series or registered series thereof
and the conduct of its business including the agreement as amended
or restated;
21. “Person” means an individual, a general partnership, a
limited partnership, a limited liability company, a trust, an
estate, an association, a corporation or any other legal or
commercial entity;
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22. “Protected series” means a designated series of members,
managers, membership interests, or assets that is established in
accordance with Section 2054.4 of this title;
23. “Registered series” means a designated series of members,
managers, membership interests, or assets that is formed in
accordance with Section 14 2054.5 of this act title; and
24. “State” means a state, territory or possession of the
United States, the District of Columbia or the Commonwealth of
Puerto Rico.
SECTION 22. AMENDATORY Section 17, Chapter 121, O.S.L.
2024 (18 O.S. Supp. 2025, Section 2054.8), is amended to read as
follows:
Section 2054.8.
MERGER AND CONSOLIDATION OF REGISTERED SERIES
A. Under an agreement of merger or consolidation, one or more
registered series may merge or consolidate with or into one or more
other registered series of the same limited liability company with
such registered series as the agreement shall provide being the
surviving or resulting registered series. Unless otherwise provided
in the operating agreement, an agreement of merger or consolidation
shall be approved by each registered series which is to merge or
consolidate by members of the registered series who own a majority
of the then current percentage or other interest in the profits of
the registered series owned by all of the members of the registered
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series. In connection with a merger or consolidation hereunder,
rights or securities of, or interests in, a registered series which
is a constituent party to the merger or consolidation may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, the surviving or resulting
registered series or, in addition to or in lieu thereof, may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, a domestic limited liability company
or other business entity which is not the surviving or resulting
registered series in the merger or consolidation, may remain
outstanding, or may be canceled. Notwithstanding prior approval, an
agreement of merger or consolidation may be terminated or amended
under a provision for such termination or amendment contained in the
agreement of merger or consolidation.
B. If a registered series is merging or consolidating under
this section, the registered series surviving or resulting in or
from the merger or consolidation shall file articles of merger or
consolidation of registered series executed by one or more
authorized persons on behalf of the registered series when it is the
surviving or resulting registered series in the Office of the
Secretary of State. The articles of merger or consolidation of
registered series shall state:
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1. The name of each registered series which is to merge or
consolidate and the name of the limited liability company that
formed the registered series;
2. That an agreement of merger or consolidation has been
approved and executed by or on behalf of each registered series
which is to merge or consolidate;
3. The name of the surviving or resulting registered series;
4. Such amendment amendments, if any, to the articles of
registered series of the registered series that is the surviving
registered series to change the name of the surviving registered
series, as is are desired to be effected by the merger. Such
amendments may amend and restate the articles of registered series
of the surviving registered series in its entirety;
5. The future effective date or time, which shall be a date or
time certain, of the merger or consolidation if it is not to be
effective upon the filing of the articles of merger or consolidation
of registered series;
6. That the agreement of merger or consolidation is on file at
a place of business of the surviving or resulting registered series
or the limited liability company that formed such registered series,
and shall state the address thereof; and
7. That a copy of the agreement of merger or consolidation will
be furnished by the surviving or resulting registered series, on
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request and without cost, to any member of any registered series
which is to merge or consolidate.
C. Unless a future effective date or time is provided in
articles of merger or consolidation of registered series, a merger
or consolidation under this section shall be effective upon the
filing in the Office of the Secretary of State of articles of merger
or consolidation of registered series.
D. Articles of merger or consolidation of registered series
cancel the articles of registered series of the registered series
which is not the surviving or resulting registered series in the
merger or consolidation. Articles of merger or consolidation of
registered series that set forth any amendment in accordance with
paragraph 4 of subsection B of this section is deemed to be an
amendment to the articles of registered series of the surviving
registered series, and no further action shall be required to amend
the articles of registered series of the surviving registered series
under Section 14 2054.5 of this act title with respect to such
amendments set forth in such articles of merger or consolidation.
Whenever this section requires the filing of articles of merger or
consolidation of registered series, such requirement is deemed
satisfied by the filing of an agreement of merger or consolidation
containing the information required by this section to be set forth
in such articles of merger or consolidation.
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E. An agreement of merger or consolidation approved in
accordance with subsection A of this section may effect any
amendment to the operating agreement relating solely to the
registered series that are constituent parties to the merger or
consolidation. Any amendment to an operating agreement relating
solely to the registered series that are constituent parties to the
merger or consolidation made under this subsection shall be
effective at the effective time or date of the merger or
consolidation and shall be effective notwithstanding any provision
of the operating agreement relating to amendment of the operating
agreement, other than a provision that by its terms applies to an
amendment to the operating agreement in connection with a merger or
consolidation. The provisions of this subsection shall not be
construed to limit the accomplishment of a merger or of any of the
matters referred to herein by any other means provided for in an
operating agreement or other agreement or as otherwise permitted by
law, including that the operating agreement relating to any
constituent registered series to the merger or consolidation,
including a registered series formed for the purpose of consummating
a merger or consolidation, shall be the operating agreement of the
surviving or resulting registered series.
F. When any merger or consolidation shall have become effective
under this section, for all purposes of the laws of this state, all
of the rights, privileges, and powers of each of the registered
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series that have merged or consolidated, and all property, real,
personal, and mixed, and all debts due to any of the registered
series, as well as all other things and causes of action belonging
to each of the registered series, shall be vested in the surviving
or resulting registered series, and shall thereafter be the property
of the surviving or resulting registered series as they were of each
of the registered series that have merged or consolidated. The
title to any real property vested by deed or otherwise, under the
laws of this state, in any of the registered series, shall not
revert or be in any way impaired by reason of this act; but all
rights of creditors and all liens upon any property of any of the
registered series shall be preserved unimpaired, and all debts,
liabilities, and duties of each of the registered series that have
merged or consolidated shall remain attached to the surviving or
resulting registered series, and may be enforced against it to the
same extent as if the debts, liabilities, and duties had been
incurred or contracted by it. Unless otherwise agreed, a merger or
consolidation of a registered series of a limited liability company,
including a registered series which is not the surviving or
resulting registered series in the merger or consolidation, shall
not require the registered series to wind up its affairs under
Section 14 2054.5 of this act title, or pay its liabilities and
distribute its assets under Section 14 2054.5 of this act title, and
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the merger or consolidation shall not constitute a dissolution of
the registered series.
G. An operating agreement may provide that a registered series
of a limited liability company shall not have the power to merge or
consolidate as set forth in this section.
SECTION 23. AMENDATORY Section 18, Chapter 121, O.S.L.
2024 (18 O.S. Supp. 2025, Section 2054.9), is amended to read as
follows:
Section 2054.9.
DIVISION OF A LIMITED LIABILITY COMPANY
A. As used in this act:
1. “Dividing company” means the domestic limited liability
company that is effecting a division in the manner provided in this
section;
2. “Division” means the division of a dividing company into two
or more domestic limited liability companies in accordance with this
section;
3. “Division company” means a surviving company, if any, and
each resulting company;
4. “Division contact” means, in connection with any division, a
natural person who is a resident of this state, any division company
in the division or any other domestic limited liability company, or
other entity as defined in Section 2054 of Title 18 of the Oklahoma
Statutes this title formed or organized under the laws of this
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state, which division contact shall maintain a copy of the plan of
division for a period of six (6) years from the effective date of
the division and shall comply with paragraph 3 of subsection G of
this section;
5. “Organizational documents” means the articles of
organization and operating agreement of a domestic limited liability
company;
6. “Resulting company” means a domestic limited liability
company formed as a consequence of a division; and
7. “Surviving company” means a dividing company that survives
the division.
B. Under a plan of division, any domestic limited liability
company may, in the manner provided in this section, be divided into
two or more domestic limited liability companies. The division of a
domestic limited liability company in accordance with this section
and, if applicable, the resulting cessation of the existence of the
dividing company under articles of division shall not be deemed to
affect the personal liability of any person incurred before the
division with respect to matters arising before the division, nor
shall it be deemed to affect the validity or enforceability of any
obligations or liabilities of the dividing company incurred before
the division; provided, that the obligations and liabilities of the
dividing company shall be allocated to and vested in, and valid and
enforceable obligations of, the division company or companies to
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which the obligations and liabilities have been allocated under the
plan of division, as provided in subsection H of this section. Each
resulting company in a division shall be formed in compliance with
the requirements of this act and subsection H of this section.
C. If the operating agreement of the dividing company specifies
the manner of adopting a plan of division, the plan of division
shall be adopted as specified in the operating agreement. If the
operating agreement of the dividing company does not specify the
manner of adopting a plan of division and does not prohibit a
division of the limited liability company, the plan of division
shall be adopted in the same manner as is specified in the operating
agreement for authorizing a merger or consolidation that involves
the limited liability company as a constituent party to the merger
or consolidation. If the operating agreement of the dividing
company does not specify the manner of adopting a plan of division
or authorizing a merger or consolidation that involves the limited
liability company as a constituent party and does not prohibit a
division of the limited liability company, the adoption of a plan of
division shall be authorized by the approval of members who own a
majority of the then current percentage or other interest in the
profits of the dividing company owned by all of the members.
Notwithstanding prior approval, a plan of division may be terminated
or amended under a provision for the termination or amendment
contained in the plan of division.
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D. Unless otherwise provided in a plan of division, the
division of a domestic limited liability company under this section
shall not require the limited liability company to wind up its
affairs under Section 2039 of Title 18 of the Oklahoma Statutes this
title or pay its liabilities and distribute its assets under Section
2040 of Title 18 of the Oklahoma Statutes this title, and the
division shall not constitute a dissolution of the limited liability
company.
E. In connection with a division under this section, rights or
securities of, or interests in, the dividing company may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, the surviving company or any
resulting company or, in addition to or in lieu thereof, may be
exchanged for or converted into cash, property, rights, or
securities of, or interests in, a domestic limited liability company
or any other business entity which is not a division company or may
be canceled or remain outstanding, if the dividing company is a
surviving company.
F. A plan of division adopted in accordance with subsection C
of this section:
1. May effect any amendment to the operating agreement of the
dividing company if it is a surviving company in the division; or
2. May effect the adoption of a new operating agreement for the
dividing company if it is a surviving company in the division; and
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3. Shall effect the adoption of an operating agreement for each
resulting company. Any amendment to an operating agreement or
adoption of a new operating agreement for the dividing company, if
it is a surviving company in the division, or adoption of an
operating agreement for each resulting company made under the
foregoing sentence shall be effective at the effective time or date
of the division. Any amendment to an operating agreement or
adoption of an operating agreement for the dividing company, if it
is a surviving company in the division, shall be effective
notwithstanding any provision in the operating agreement of the
dividing company relating to amendment or adoption of a new
operating agreement, other than a provision that by its terms
applies to an amendment to the operating agreement or the adoption
of a new operating agreement, in either case, in connection with a
division, merger, or consolidation.
G. If a domestic limited liability company is dividing under
this section, the dividing company shall adopt a plan of division
which shall set forth:
1. The terms and conditions of the division, including:
a. any conversion or exchange of the membership interests
of the dividing company into or for membership
interests or other securities or obligations of any
division company or cash, property, or rights or
securities or obligations of or interests in any other
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business entity or domestic limited liability company
which is not a division company, or that the
membership interests of the dividing company shall
remain outstanding or be canceled, or any combination
of the foregoing, and
b. the allocation of assets, property, rights, series,
debts, liabilities, and duties of the dividing company
among the division companies;
2. The name of each resulting company and, if the dividing
company will survive the division, the name of the surviving
company;
3. The name and business address of a division contact which
shall have custody of a copy of the plan of division. The division
contact, or any successor division contact, shall serve for a period
of six (6) years following the effective date of the division.
During the six-year period the division contact shall provide,
without cost, to any creditor of the dividing company, within thirty
(30) days following the division contact’s receipt of a written
request from any creditor of the dividing company, the name and
business address of the division company to which the claim of the
creditor was allocated under the plan of division; and
4. Any other matters that the dividing company determines to
include therein.
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H. If a domestic limited liability company divides under this
section, the dividing company shall file articles of division
executed by one or more authorized persons on behalf of the dividing
company in the Office of the Secretary of State in accordance with
Section 2006 of Title 18 of the Oklahoma Statutes this title and
articles of organization that comply with Section 2005 of Title 18
of the Oklahoma Statutes this title for each resulting company
executed by one or more authorized persons in accordance with
Section 2006 of Title 18 of the Oklahoma Statutes this title. The
articles of division shall state:
1. The name of the dividing company and, if it has been
changed, the name under which its articles of organization were
originally filed and whether the dividing company is a surviving
company;
2. The date of filing of the dividing company’s original
articles of organization with the Secretary of State;
3. The name of each division company;
4. The amendments, if any, to the articles of organization of
the surviving company that are desired to be effected in the
division. Such amendments may amend and restate the articles of
organization of the surviving company in their entirety;
5. The name and business address of the division contact
required by paragraph 3 of subsection G of this section;
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5. 6. The future effective date or time, which shall be a date
or time certain, of the division if it is not to be effective upon
the filing of the articles of division;
6. 7. That the division has been approved in accordance with
this section;
7. 8. That the plan of division is on file at a place of
business of the division company as is specified therein, and shall
state the address thereof;
8. 9. That a copy of the plan of division will be furnished by
the division company as is specified therein, on request and without
cost, to any member of the dividing company; and
9. 10. Any other information the dividing company determines to
include therein.
I. The articles of division and each of the articles of
organization for each resulting company required by subsection H of
this section shall be filed simultaneously in the Office of the
Secretary of State and, if the articles are not to become effective
upon their filing as permitted by subsection C of Section 2007 of
Title 18 of the Oklahoma Statutes this title, then each of the
articles shall provide for the same effective date or time in
accordance with subsection C of Section 2007 of Title 18 of the
Oklahoma Statutes this title. Concurrently with the effective date
or time of a division, the operating agreement of each resulting
company shall become effective.
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J. The articles of division shall act as a cancellation of the
articles of organization for a dividing company which is not a
surviving company.
K. An operating agreement may provide that a domestic limited
liability company shall not have the power to divide as set forth in
this section.
L. Upon the division of a domestic limited liability company
becoming effective:
1. The dividing company shall be divided into the distinct and
independent resulting companies named in the plan of division, and,
if the dividing company is not a surviving company, the existence of
the dividing company shall cease;
2. For all purposes of the laws of this state, all of the
rights, privileges, and powers, and all the property, real,
personal, and mixed, of the dividing company and all debts due on
whatever account to it, and all other things and other causes of
action belonging to it, shall without further action be allocated to
and vested in the applicable division company in the manner and
basis and with the effect as is specified in the plan of division,
and the title to any real property or interest therein allocated to
and vested in any division company shall not revert or be in any way
impaired by reason of the division;
3. Each division company shall, from and after effectiveness of
the articles of division, be liable as a separate and distinct
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domestic limited liability company for the debts, liabilities, and
duties of the dividing company as are allocated to the division
company under the plan of division in the manner and on the basis
provided in subparagraph b of paragraph 1 of subsection G of this
section;
4. Each of the debts, liabilities, and duties of the dividing
company shall without further action be allocated to and be the
debts, liabilities, and duties of the division company as is
specified in the plan of division as having the debts, liabilities,
and duties allocated to it, in the manner and basis and with the
effect as is specified in the plan of division, and no other
division company shall be liable therefor, so long as the plan of
division does not constitute a fraudulent transfer under applicable
law, and all liens upon any property of the dividing company shall
be preserved unimpaired, and all debts, liabilities, and duties of
the dividing company shall remain attached to the division company
to which the debts, liabilities, and duties have been allocated in
the plan of division, and may be enforced against the division
company to the same extent as if the debts, liabilities, and duties
had originally been incurred or contracted by it in its capacity as
a domestic limited liability company;
5. In the event that any allocation of assets, debts,
liabilities, and duties to division companies in accordance with a
plan of division is determined by a court of competent jurisdiction
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to constitute a fraudulent transfer, each division company shall be
jointly and severally liable on account of the fraudulent transfer
notwithstanding the allocations made in the plan of division;
provided, however, the validity and effectiveness of the division
are not otherwise affected thereby;
6. Debts and liabilities of the dividing company that are not
allocated by the plan of division shall be the joint and several
debts and liabilities of all of the division companies;
7. It shall not be necessary for a plan of division to list
each individual asset, property, right, series, debt, liability, or
duty of the dividing company to be allocated to a division company
so long as the assets, property, rights, series, debts, liabilities,
or duties so allocated are reasonably identified by any method where
the identity of the assets, property, rights, series, debts,
liabilities, or duties is objectively determinable;
8. The rights, privileges, powers, and interests in property of
the dividing company that have been allocated to a division company,
as well as the debts, liabilities, and duties of the dividing
company that have been allocated to the division company under a
plan of division, shall remain vested in the division company and
shall not be deemed, as a result of the division, to have been
assigned or transferred to the division company for any purpose of
the laws of this state; and
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9. Any action or proceeding pending against a dividing company
may be continued against the surviving company as if the division
did not occur, but subject to paragraph 4 of this subsection L of
this section and against any resulting company to which the asset,
property, right, series, debt, liability, or duty associated with
the action or proceeding was allocated under the plan of division by
adding or substituting the resulting company as a party in the
action or proceeding.
M. In applying the provisions of this act on distributions, a
direct or indirect allocation of property or liabilities in a
division is not deemed a distribution for purposes of this act.
N. The provisions of this section shall not be construed to
limit the means of accomplishing a division by any other means
provided for in an operating agreement or other agreement or as
otherwise permitted by this act or as otherwise permitted by law.
O. All limited liability companies formed on or after November
1, 2023, shall be governed by this section. All limited liability
companies formed before November 1, 2023, shall be governed by this
section; provided, that if the dividing company is a party to any
written contract, indenture, or other agreement entered into before
November 1, 2023, that, by its terms, restricts, conditions, or
prohibits the consummation of a merger or consolidation by the
dividing company with or into another party, or the transfer of
assets by the dividing company to another party, then the
ENGR. S. B. NO. 1824 Page 122
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restriction, condition, or prohibition is deemed to apply to a
division as if it were a merger, consolidation, or transfer of
assets, as applicable.
SECTION 24. This act shall become effective November 1, 2026.
Passed the Senate the 10th day of March, 2026.
Presiding Officer of the Senate
Passed the House of Representatives the ____ day of __________,
2026.
Presiding Officer of the House
of Representatives