{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1006v2","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1006v2","heading":"Certificate of incorporation - contents","body":"CERTIFICATE OF INCORPORATION; CONTENTS\n\nA. The certificate of incorporation shall set forth:\n\n1. The name of the corporation which shall contain one of the\n\nwords “association”, “company”, “corporation”, “club”, “foundation”,\n\n“fund”, “incorporated”, “institute”, “society”, “union”,\n\n“syndicate”, or “limited” or abbreviations thereof, with or without\n\npunctuation, or words or abbreviations thereof, with or without\n\npunctuation, of like import of foreign countries or jurisdictions;\n\nprovided that such abbreviations are written in Roman characters or\n\nletters, and which shall be such as to distinguish it upon the\n\nrecords in the Office of the Secretary of State from:\n\na. names of other corporations, whether domestic or\n\nforeign, then existing or which existed at any time\n\nduring the preceding three (3) years,\n\nb. names of partnerships whether general or limited, or\n\ndomestic or foreign, then in good standing or\n\nregistered or which were in good standing or\n\nregistered at any time during the preceding three (3)\n\nyears,\n\nc. names of limited liability companies, whether domestic\n\nor foreign, then in good standing or registered or\n\nwhich were in good standing or registered at any time\n\nduring the preceding three (3) years,\n\nd. trade names or fictitious names filed with the\n\nSecretary of State, or\n\ne. corporate, limited liability company or limited\n\npartnership names reserved with the Secretary of\n\nState;\n\n2. The address including the street, number, city and postal\n\ncode of the corporation’s registered office in this state, and the\n\nname of the corporation’s registered agent at such address;\n\n3. The nature of the business or purposes to be conducted or\n\npromoted. It shall be sufficient to state, either alone or with\n\nother businesses or purposes, that the purpose of the corporation is\n\nto engage in any lawful act or activity for which corporations may\n\nbe organized under the general corporation law of this state, and by\n\nsuch statement all lawful acts and activities shall be within the\n\npurposes of the corporation, except for express limitations, if any;\n\n4. If the corporation is to be authorized to issue only one\n\nclass of stock, the total number of shares of stock which the\n\ncorporation shall have authority to issue and the par value of each\n\nof such shares, or a statement that all such shares are to be\n\nwithout par value. If the corporation is to be authorized to issue\n\nmore than one class of stock, the certificate of incorporation shall\n\nset forth the total number of shares of all classes of stock which\n\nthe corporation shall have authority to issue and the number of\n\nshares of each class, and shall specify each class the shares of\n\nwhich are to be without par value and each class the shares of which\n\nare to have par value and the par value of the shares of each such\n\nclass. The provisions of this paragraph shall not apply to\n\ncorporations which are not organized for profit and which are not to\n\nhave authority to issue capital stock. In the case of such\n\ncorporations, the fact that they are not to have authority to issue\n\ncapital stock shall be stated in the certificate of incorporation.\n\nThe provisions of this paragraph shall not apply to nonstock\n\ncorporations. In the case of nonstock corporations, the fact that\n\nthey are not authorized to issue capital stock shall be stated in\n\nthe certificate of incorporation. The conditions of membership, or\n\nother criteria for identifying members, of nonstock corporations\n\nshall likewise be stated in the certificate of incorporation or the\n\nbylaws. Nonstock corporations shall have members, but the failure\n\nto have members shall not affect otherwise valid corporate acts or\n\nwork a forfeiture or dissolution of the corporation. Nonstock\n\ncorporations may provide for classes or groups of members having\n\nrelative rights, powers and duties, and may make provision for the\nshall likewise be stated in the certificate of incorporation or the\n\nbylaws. Nonstock corporations shall have members, but the failure\n\nto have members shall not affect otherwise valid corporate acts or\n\nwork a forfeiture or dissolution of the corporation. Nonstock\n\ncorporations may provide for classes or groups of members having\n\nrelative rights, powers and duties, and may make provision for the\n\nfuture creation of additional classes or groups of members having\n\nsuch relative rights, powers and duties as may from time to time be\n\nestablished, including rights, powers and duties senior to existing\n\nclasses and groups of members. Except as otherwise provided in the\n\nOklahoma General Corporation Act, nonstock corporations may also\n\nprovide that any member or class or group of members shall have\n\nfull, limited, or no voting rights or powers, including that any\n\nmember or class or group of members shall have the right to vote on\n\na specified transaction even if that member or class or group of\n\nmembers does not have the right to vote for the election of members\n\nof the governing body of the corporation. Voting by members of a\n\nnonstock corporation may be on a per capita, number, financial\n\ninterest, class, group, or any other basis set forth. The\n\nprovisions referred to in the three preceding sentences may be set\n\nforth in the certificate of incorporation or the bylaws. If neither\n\nthe certificate of incorporation nor the bylaws of a nonstock\n\ncorporation state the conditions of membership, or other criteria\n\nfor identifying members, the members of the corporation shall be\n\ndeemed to be those entitled to vote for the election of the members\n\nof the governing body pursuant to the certificate of incorporation\n\nor bylaws of such corporation or otherwise until thereafter\n\notherwise provided by the certificate of incorporation or the\n\nbylaws;\n\n5. The name and mailing address of the incorporator or\n\nincorporators;\n\n6. If the powers of the incorporator or incorporators are to\n\nterminate upon the filing of the certificate of incorporation, the\n\nnames and mailing addresses of the persons who are to serve as\n\ndirectors until the first annual meeting of shareholders or until\n\ntheir successors are elected and qualify;\n\n7. If the corporation is not for profit:\n\na. that the corporation does not afford pecuniary gain,\n\nincidentally or otherwise, to its members as such,\n\nb. the name and mailing address of each member of the\n\ngoverning body,\n\nc. the number of members of the governing body to be\n\nelected at the first meeting, and\n\nd. in the event the corporation is a church, the street\n\naddress of the location of the church.\n\nThe restriction on affording pecuniary gain to members shall not\n\nprevent a not-for-profit corporation operating as a cooperative from\n\nrebating excess revenues to patrons who may also be members; and\n\n8. If the corporation is a charitable nonstock and does not\n\notherwise provide in its certificate of incorporation:\n\na. that the corporation is organized exclusively for\n\ncharitable, religious, educational, and scientific\n\npurposes including, for such purposes, the making of\n\ndistributions to organizations that qualify as exempt\n\norganizations under Section 501(c)(3) of the Internal\n\nRevenue Code, or the corresponding section of any\n\nfuture federal tax code,\n\nb. that upon the dissolution of the corporation, its\n\nassets shall be distributed for one or more exempt\n\npurposes within the meaning of Section 501(c)(3) of\n\nthe Internal Revenue Code, or the corresponding\n\nsection of any future federal tax code, for a public\n\npurpose, and\n\nc. that the corporation complies with the requirements in\n\nparagraph 7 of this subsection.\n\nB. In addition to the matters required to be set forth in the\n\ncertificate of incorporation pursuant to the provisions of\n\nsubsection A of this section, the certificate of incorporation may\n\nalso contain any or all of the following matters:\nsection of any future federal tax code, for a public\n\npurpose, and\n\nc. that the corporation complies with the requirements in\n\nparagraph 7 of this subsection.\n\nB. In addition to the matters required to be set forth in the\n\ncertificate of incorporation pursuant to the provisions of\n\nsubsection A of this section, the certificate of incorporation may\n\nalso contain any or all of the following matters:\n\n1. Any provision for the management of the business and for the\n\nconduct of the affairs of the corporation, and any provision\n\ncreating, defining, limiting and regulating the powers of the\n\ncorporation, the directors, and the shareholders, or any class of\n\nthe shareholders, or the governing body, the members, or any class\n\nor group of the members of a nonstock corporation, if such\n\nprovisions are not contrary to the laws of this state. Any\n\nprovision which is required or permitted by any provision of the\n\nOklahoma General Corporation Act to be stated in the bylaws may\n\ninstead be stated in the certificate of incorporation;\n\n2. The following provisions, in substantially the following\n\nform:\n\na. for a corporation, other than a nonstock corporation:\n\n“Whenever a compromise or arrangement is proposed\n\nbetween this corporation and its creditors or any\n\nclass of them and/or between this corporation and its\n\nshareholders or any class of them, any court of\n\nequitable jurisdiction within this state, on the\n\napplication in a summary way of this corporation or of\n\nany creditor or shareholder thereof or on the\n\napplication of any receiver or receivers appointed for\n\nthis corporation under the provisions of Section 1106\n\nof this title or on the application of trustees in\n\ndissolution or of any receiver or receivers appointed\n\nfor this corporation under the provisions of Section\n\n1100 of this title, may order a meeting of the\n\ncreditors or class of creditors, and/or of the\n\nshareholders or class of shareholders of this\n\ncorporation, as the case may be, to be summoned in\n\nsuch manner as the court directs. If a majority in\n\nnumber representing three-fourths (3/4) in value of\n\nthe creditors or class of creditors, and/or of the\n\nshareholders or class of shareholders of this\n\ncorporation, as the case may be, agree to any\n\ncompromise or arrangement and to any reorganization of\n\nthis corporation as a consequence of such compromise\n\nor arrangement, the compromise or arrangement and the\n\nreorganization, if sanctioned by the court to which\n\nthe application has been made, shall be binding on all\n\nthe creditors or class of creditors, and/or on all the\n\nshareholders or class of shareholders, of this\n\ncorporation, as the case may be, and also on this\n\ncorporation”, and\n\nb. for a nonstock corporation:\n\n“Whenever a compromise or arrangement is proposed\n\nbetween this corporation and its creditors or any\n\nclass of them and/or between this corporation and its\n\nmembers or any class of them, any court of equitable\n\njurisdiction within this state may, on the application\n\nin a summary way of this corporation or of any\n\ncreditor or member thereof or on the application of\n\nany receiver or receivers appointed for this\n\ncorporation under the provisions of Section 1106 of\n\nthis title or on the application of trustees in\n\ndissolution or of any receiver or receivers appointed\n\nfor this corporation under the provisions of Section\n\n1100 of this title, order a meeting of the creditors\n\nor class of creditors, and/or of the members or class\n\nof members of this corporation, as the case may be, to\n\nbe summoned in such manner as the court directs. If a\n\nmajority in number representing three-fourths (3/4) in\n\nvalue of the creditors or class of creditors, and/or\n\nof the members or class of members of this\n\ncorporation, as the case may be, agree to any\n\ncompromise or arrangement and to any reorganization of\n\nthis corporation as a consequence of such compromise\nch manner as the court directs. If a\n\nmajority in number representing three-fourths (3/4) in\n\nvalue of the creditors or class of creditors, and/or\n\nof the members or class of members of this\n\ncorporation, as the case may be, agree to any\n\ncompromise or arrangement and to any reorganization of\n\nthis corporation as a consequence of such compromise\n\nor arrangement, the compromise or arrangement and the\n\nreorganization, if sanctioned by the court to which\n\nthe application has been made, shall be binding on all\n\nthe creditors or class of creditors, and/or on all the\n\nmembers or class of members, of this corporation, as\n\nthe case may be, and also on this corporation”;\n\n3. Such provisions as may be desired granting to the holders of\n\nthe stock of the corporation, or the holders of any class or series\n\nof a class thereof, the preemptive right to subscribe to any or all\n\nadditional issues of stock of the corporation of any or all classes\n\nor series thereof, or to any securities of the corporation\n\nconvertible into such stock. No shareholder shall have any\n\npreemptive right to subscribe to an additional issue of stock or to\n\nany security convertible into such stock unless, and except to the\n\nextent that, such right is expressly granted to him in the\n\ncertificate of incorporation. Preemptive rights, if granted, shall\n\nnot extend to fractional shares;\n\n4. Provisions requiring, for any corporate action, the vote of\n\na larger portion of the stock or of any class or series thereof, or\n\nof any other securities having voting power, or a larger number of\n\nthe directors, than is required by the provisions of the Oklahoma\n\nGeneral Corporation Act;\n\n5. A provision limiting the duration of the corporation’s\n\nexistence to a specified date; otherwise, the corporation shall have\n\nperpetual existence;\n\n6. A provision imposing personal liability for the debts of the\n\ncorporation on its shareholders to a specified extent and upon\n\nspecified conditions; otherwise, the shareholders of a corporation\n\nshall not be personally liable for the payment of the corporation’s\n\ndebts, except as they may be liable by reason of their own conduct\n\nor acts; or\n\n7. A provision eliminating or limiting the personal liability\n\nof a director or officer to the corporation or its shareholders for\n\nmonetary damages for breach of fiduciary duty as a director or\n\nofficer, provided that such provision shall not eliminate or limit\n\nthe liability of:\n\na. a director or officer for any breach of the director’s\n\nor officer’s duty of loyalty to the corporation or its\n\nshareholders,\n\nb. a director or officer for acts or omissions not in\n\ngood faith or which involve intentional misconduct or\n\na knowing violation of law,\n\nc. a director under Section 1053 of this title,\n\nd. a director or officer for any transaction from which\n\nthe director or officer derived an improper personal\n\nbenefit, or\n\ne. an officer in any action by or in the right of the\n\ncorporation.\n\nNo such provision shall eliminate or limit the liability of a\n\ndirector or officer for any act or omission occurring before the\n\ndate when such provision becomes effective. An amendment, repeal,\n\nor elimination of such provision shall not affect its application\n\nwith respect to an act or omission by a director or officer\n\noccurring before the amendment, repeal, or elimination of the\n\nprovision unless the provision provides otherwise at the time of the\n\nact or omission.\n\nAny reference in this subsection to a director shall be deemed\n\nto refer to such other persons who, under a provision of the\n\ncertificate of incorporation in accordance with subsection A of\n\nSection 1027 of this title, exercises or performs any of the powers\n\nor duties otherwise conferred or imposed upon the board of directors\n\nunder this title.\n\nC. It shall not be necessary to set forth in the certificate of\ne in this subsection to a director shall be deemed\n\nto refer to such other persons who, under a provision of the\n\ncertificate of incorporation in accordance with subsection A of\n\nSection 1027 of this title, exercises or performs any of the powers\n\nor duties otherwise conferred or imposed upon the board of directors\n\nunder this title.\n\nC. It shall not be necessary to set forth in the certificate of\n\nincorporation any of the powers conferred on corporations by the\n\nprovisions of the Oklahoma General Corporation Act.\n\nD. Except for provisions included under paragraphs 1, 2, 5, 6\n\nand 7 of subsection A of this section and paragraphs 2, 5 and 7 of\n\nsubsection B of this section, and provisions included under\n\nparagraph 4 of subsection A of this section specifying the classes,\n\nnumber of shares and par value of shares a corporation other than a\n\nnonstock corporation is authorized to issue, any provision of the\n\ncertificate of incorporation may be made dependent upon facts\n\nascertainable outside the instrument, provided that the manner in\n\nwhich the facts shall operate upon the provision is clearly and\n\nexplicitly set forth therein. As used in this subsection, the term\n\n“facts” includes but is not limited to the occurrence of any event\n\nincluding a determination or action by any person or body, including\n\nthe corporation.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"d09a6cb3d9a1b1058e0e836d6f22fa0fda5f82b8666107e47198fa61b9cc5fde","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1006v1","next":"us-ok/okla.-stat.-tit.-18-18-1007"},"notice":"GroundRules: Original legal text. Not legal advice."}