The following statutes, acts, and parts thereof are hereby specifically repealed: Sections 121 to 126, inclusive, Title 12, Oklahoma Statutes 1941; Sections 891 to 896, inclusive, Title 12, Oklahoma Statutes 1941; Sections 1 to 186, inclusive, Title 18, Oklahoma Statutes 1941; and, Sections 451 to 459, inclusive, Title 18, Oklahoma Statutes 1941; Sections 501 to […]
SHORT TITLE Sections 1001 through 1144 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. Added by Laws 1986, c. 292, § 1, eff. Nov. 1, 1986. Amended […]
SCOPE OF ACT A. The provisions of the Oklahoma General Corporation Act shall be applicable to every corporation, whether profit or not for profit, stock or nonstock, existing as of the effective date of this act or thereafter formed or qualified to transact business in this state, and to all securities thereof, except to the […]
RESERVED POWER OF STATE TO AMEND OR REPEAL; OKLAHOMA GENERAL CORPORATION ACT PART OF CORPORATION’S CHARTER OR CERTIFICATE OF INCORPORATION The Oklahoma General Corporation Act may be amended or repealed at the pleasure of the Legislature, but any amendment or repeal shall not take away or impair any remedy available pursuant to the provisions of […]
APPLICATION OF ACT TO NONSTOCK CORPORATIONS A. Except as otherwise provided in subsections B and C of this section, the provisions of this chapter shall apply to nonstock corporations in the manner specified in paragraphs 1 through 4 of this subsection: 1. All references to shareholders of the corporation shall be deemed to refer to […]
INCORPORATORS; HOW CORPORATION FORMED; PURPOSES A. Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile or state of incorporation, may incorporate or organize a corporation pursuant to the provisions of the Oklahoma General Corporation Act by filing with the Secretary of State a certificate […]
CERTIFICATE OF INCORPORATION; CONTENTS A. The certificate of incorporation shall set forth: 1. The name of the corporation which shall contain one of the words “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, “syndicate”, or “limited” or abbreviations thereof, with or without punctuation, or words or abbreviations thereof, with or without punctuation, of […]
EXECUTION, ACKNOWLEDGMENT, FILING AND EFFECTIVE DATE OF ORIGINAL CERTIFICATE OF INCORPORATION AND OTHER INSTRUMENTS; EXCEPTIONS A. Whenever any provision of the Oklahoma General Corporation Act requires any instrument to be filed in accordance with the provisions of this section or with the provisions of the Oklahoma General Corporation Act, the instrument shall be executed as […]
CERTIFICATE OF INCORPORATION; DEFINITION The term “certificate of incorporation”, as used in the Oklahoma General Corporation Act, unless the context requires otherwise, includes not only the original certificate of incorporation filed to create a corporation but also all other certificates, agreements of merger or consolidation, plans of reorganization, or other instruments, howsoever designated, which are […]
CERTIFICATE OF INCORPORATION AND OTHER CERTIFICATES; EVIDENCE A copy of a certificate of incorporation, or of a restated certificate of incorporation, or of any other certificate which has been filed in the Office of the Secretary of State as required by any provision of Title 18 of the Oklahoma Statutes, when duly certified by the […]
COMMENCEMENT OF CORPORATE EXISTENCE Upon the filing with the Secretary of State of the certificate of incorporation, executed and acknowledged in accordance with the provisions of Section 7 of this act, the incorporator or incorporators who signed the certificate, and his or their successors and assigns, from the date of such filing, shall be and […]
POWERS OF INCORPORATORS If the persons who are to serve as directors until the first annual meeting of shareholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the […]
ORGANIZATION MEETING OF INCORPORATORS OR DIRECTORS NAMED IN CERTIFICATE OF INCORPORATION A. After the filing of the certificate of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate of incorporation, shall be held either within or without this state at […]
BYLAWS A. The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation, or, before a corporation […]
EMERGENCY BYLAWS AND OTHER POWERS IN EMERGENCY A. The board of directors of any corporation may adopt emergency bylaws which, notwithstanding any different provision in the Oklahoma General Corporation Act, in the certificate of incorporation, or bylaws, shall be operative during any emergency resulting from an attack on the United States or on a locality […]
NTERPRETATION AND ENFORCEMENT OF CORPORATE INSTRUMENTS AND PROVISIONS OF THIS TITLE A. Any shareholder, member or director may bring an action to interpret, apply or enforce or determine the validity of: 1. The provisions of the certificate of incorporation or the bylaws of a domestic corporation; 2. Any instrument, document or agreement (a) by which […]
FORUM SELECTION PROVISIONS The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such […]
DOCUMENT FORM, SIGNATURE AND DELIVERY A. Except as provided in subsection B of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered: 1. Any act or transaction contemplated or governed by this title or the certificate of […]
GENERAL POWERS In addition to the powers enumerated in Section 16 of this act, every corporation, its officers, directors and shareholders shall possess and may exercise all the powers and privileges granted by the provisions of the Oklahoma General Corporation Act or by any other law or by its certificate of incorporation, together with any […]
SPECIFIC POWERS Every corporation created pursuant to the provisions of the Oklahoma General Corporation Act shall have power 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, […]
