Okla. Stat. tit. 18, § 18-1035: Determination of amount of capital - Capital, surplus and

net assets defined.

DETERMINATION OF AMOUNT OF CAPITAL; CAPITAL,

SURPLUS AND NET ASSETS DEFINED

Any corporation, by resolution of its board of directors, may

determine that only a part of the consideration which shall be

received by the corporation for any of the shares of its capital

stock which it shall issue from time to time shall be capital; but,

in case any of the shares issued shall be shares having a par value,

the amount of the part of such consideration so determined to be

capital shall be in excess of the aggregate par value of the shares

issued for such consideration having a par value, unless all the

shares issued shall be shares having a par value, in which case the

amount of the part of such consideration so determined to be capital

need be only equal to the aggregate par value of such shares. In

each such case the board of directors shall specify in dollars the

part of such consideration which shall be capital. If the board of

directors shall not have determined, at the time of issue of any

shares of the capital stock of the corporation issued for cash or

within sixty (60) days after the issue of any shares of the capital

stock of the corporation issued for consideration other than cash,

what part of the consideration for such shares shall be capital, the

capital of the corporation in respect of such shares shall be an

amount equal to the aggregate par value of such shares having a par

value, plus the amount of the consideration for such shares without

par value. The amount of the consideration so determined to be

capital in respect of any shares without par value shall be the

stated capital of such shares. The capital of the corporation may

be increased from time to time by resolution of the board of

directors directing that a portion of the net assets of the

corporation in excess of the amount so determined to be capital be

transferred to the capital account. The board of directors may

direct that the portion of such net assets so transferred shall be

treated as capital in respect of any shares of the corporation of

any designated class or classes. The excess, if any, at any given

time, of the net assets of the corporation over the amount so

determined to be capital shall be surplus. "Net assets" means the

amount by which total assets exceed total liabilities. Capital and

surplus are not liabilities for this purpose. Notwithstanding

anything in this section to the contrary, for purposes of this

section and Sections 1041 and 1049 of this title, the capital of any

nonstock corporation shall be deemed to be zero.