Okla. Stat. tit. 18, § 18-815: Death or disqualification of shareholders - Sole

shareholder - Withdrawal.

A. 1. If the domestic professional entity is a corporation,

the certificate of incorporation, bylaws or other agreement may

provide for the purchase or redemption of the shares of any

shareholder upon the death, incapacity, disqualification or ending

of employment of such shareholder. In the absence of a provision in

the certificate of incorporation, or the bylaws, or other agreement,

the domestic professional corporation shall purchase the shares of a

deceased shareholder, a shareholder who is incapacitated or who is

no longer qualified to own shares in such corporation or a

shareholder whose employment has ended, within ninety (90) days

after such shareholder’s death, incapacity, disqualification or

ending of employment, as the case may be.

2. The price for such shares shall be the book value as of the

end of the month immediately preceding such shareholder’s death,

incapacity, disqualification or ending of employment of the

shareholder. Book value shall be determined from the books and

records of the domestic professional corporation in accordance with

the regular method of accounting used by the corporation. If the

corporation shall fail to purchase the shares by the end of the

ninety day period, then the executor or administrator or other

personal representative of the deceased, incapacitated or

disqualified shareholder may bring an action in the district court

of the county in which the principal office or place of practice of

the domestic professional corporation is located for the enforcement

of this provision. If the plaintiff is successful in such action,

he or she shall be entitled to recover the book value of the shares

involved, a reasonable attorney’s fee and costs. The domestic

professional corporation shall repurchase such shares without regard

to restrictions upon the repurchase of shares provided for in the

Oklahoma General Corporation Act.

3. If there is only one shareholder of a domestic professional

corporation, and the shareholder dies or becomes incapacitated, the

executor or administrator or other personal representative of the

shareholder shall have the authority to sell the shares of capital

stock owned by the shareholder to a qualified purchaser, or to cause

a dissolution of the domestic professional corporation as provided

by law. The vesting of ownership of shares of stock in a domestic

professional corporation in the executor or administrator or other

personal representative shall be solely for the purposes set forth

above and shall not be deemed to contravene any other provisions of

Section 801 et seq. of this title.

B. If the domestic professional entity is a limited partnership

or a limited liability company, an owner’s disqualification shall be

deemed a withdrawal, and the domestic professional entity shall

respond to the disqualification as it would any other withdrawal.