{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1007","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1007","heading":"Execution, acknowledgment, filing and effective date of","body":"original certificate of incorporation and other instruments -\n\nExceptions.\n\nEXECUTION, ACKNOWLEDGMENT, FILING AND EFFECTIVE DATE OF ORIGINAL\n\nCERTIFICATE OF INCORPORATION AND OTHER INSTRUMENTS; EXCEPTIONS\n\nA. Whenever any provision of the Oklahoma General Corporation\n\nAct requires any instrument to be filed in accordance with the\n\nprovisions of this section or with the provisions of the Oklahoma\n\nGeneral Corporation Act, the instrument shall be executed as\n\nfollows:\n\n1. The certificate of incorporation and any other instrument to\n\nbe filed before the election of the initial board of directors, if\n\nthe initial directors were not named in the certificate of\n\nincorporation, shall be signed by the incorporator or incorporators,\n\nor in case of any other instrument, the incorporator's or\n\nincorporators' successors and assigns. If any incorporator is not\n\navailable, then any other instrument may be signed, with the same\n\neffect as if the incorporator had signed it, by any person for whom\n\nor on whose behalf the incorporator, in executing the certificate of\n\nincorporation, was acting directly or indirectly as employee or\n\nagent; provided that the other instrument shall state that the\n\nincorporator is not available and the reason therefor, that the\n\nincorporator in executing the certificate of incorporation was\n\nacting directly or indirectly as employee or agent for or on behalf\n\nof the person, and that the person's signature on the instrument is\n\notherwise authorized and not wrongful;\n\n2. All other instruments shall be signed:\n\na. by any authorized officer of the corporation,\n\nb. if it appears from the instrument that there are no\n\nsuch officers, then by a majority of the directors or\n\nby those directors designated by the board,\n\nc. if it appears from the instrument that there are no\n\nsuch officers or directors, then by the holders of\n\nrecord, or those designated by the holders of record,\n\nof a majority of all outstanding shares of stock, or\n\nd. by the holders of record of all outstanding shares of\n\nstock.\n\nB. Whenever any provision of the Oklahoma General Corporation\n\nAct requires any instrument to be acknowledged, that requirement is\n\nsatisfied by either:\n\n1. The formal acknowledgment by the person or one of the\n\npersons signing the instrument that it is his or her act and deed or\n\nthe act and deed of the corporation, as the case may be, and that\n\nthe facts stated therein are true. The acknowledgment shall be made\n\nbefore a person who is authorized by the law of the place of\n\nexecution to take acknowledgments of deeds and who shall affix a\n\nseal of office, if any, to the instrument; or\n\n2. The signature, without more, of the person or persons\n\nsigning the instrument, in which case the signature or signatures\n\nshall constitute the affirmation or acknowledgment of the signatory,\n\nunder penalty of perjury, that the instrument is his or her act and\n\ndeed or the act and deed of the corporation, as the case may be, and\n\nthat the facts stated therein are true.\n\nC. Whenever any provision of the Oklahoma General Corporation\n\nAct requires any instrument to be filed in accordance with the\n\nprovisions of this section or with the provisions of the Oklahoma\n\nGeneral Corporation Act, the requirement means that:\n\n1. One signed instrument shall be delivered to the Office of\n\nthe Secretary of State;\n\n2. All delinquent franchise taxes authorized by law to be\n\ncollected by the Oklahoma Tax Commission shall be tendered to the\n\nOklahoma Tax Commission as prescribed by Sections 1201 through 1214\n\nof Title 68 of the Oklahoma Statutes;\n\n3. All fees authorized by law to be collected by the Secretary\n\nof State in connection with the filing of the instrument shall be\n\ntendered to the Secretary of State; and\n\n4. Upon delivery of the instrument, and upon tender of the\n\nrequired taxes and fees, the Secretary of State shall certify that\n\nthe instrument has been filed in the Secretary of State's office by\nle 68 of the Oklahoma Statutes;\n\n3. All fees authorized by law to be collected by the Secretary\n\nof State in connection with the filing of the instrument shall be\n\ntendered to the Secretary of State; and\n\n4. Upon delivery of the instrument, and upon tender of the\n\nrequired taxes and fees, the Secretary of State shall certify that\n\nthe instrument has been filed in the Secretary of State's office by\n\nendorsing upon the signed instrument the word \"Filed\", and the date\n\nof its filing. This endorsement is the \"filing date\" of the\n\ninstrument, and is conclusive of the date of its filing in the\n\nabsence of actual fraud. Upon request, the Secretary of State shall\n\nalso endorse the hour that the instrument was filed, which\n\nendorsement shall be conclusive of the hour of its filing in the\n\nabsence of actual fraud. The Secretary of State shall thereupon\n\nfile and index the endorsed instrument.\n\nD. Any instrument filed in accordance with the provisions of\n\nsubsection C of this section shall be effective upon its filing\n\ndate. Any instrument may provide that it is not to become effective\n\nuntil a specified time subsequent to the time it is filed, but that\n\ndate shall not be later than a time on the ninetieth day after the\n\ndate of its filing. If any instrument filed in accordance with\n\nsubsection C of this section provides for a future effective date or\n\ntime and if the transaction is terminated or its terms are amended\n\nto change the future effective date or time prior to the future\n\neffective date or time, the instrument shall be terminated or\n\namended by the filing, prior to the future effective date or time\n\nset forth in the instrument, of a certificate of termination or\n\namendment of the original instrument, executed in accordance with\n\nsubsection A of this section, which shall identify the instrument\n\nwhich has been terminated or amended and shall state that the\n\ninstrument has been terminated or the manner in which it has been\n\namended.\n\nE. If another section of the Oklahoma General Corporation Act\n\nspecifically prescribes a manner of executing, acknowledging, or\n\nfiling a specified instrument or a time when an instrument shall\n\nbecome effective which differs from the corresponding provisions of\n\nthis section, then the provisions of the other section shall govern.\n\nF. Whenever any instrument authorized to be filed with the\n\nSecretary of State under any provision of this title has been so\n\nfiled and is an inaccurate record of the corporate action therein\n\nreferred to, or was defectively or erroneously executed, sealed, or\n\nacknowledged, the instrument may be corrected by filing with the\n\nSecretary of State a certificate of correction of the instrument\n\nwhich shall be executed, acknowledged and filed in accordance with\n\nthe provisions of this section. The certificate of correction shall\n\nspecify the inaccuracy or defect to be corrected and shall set forth\n\nthe portion of the instrument in corrected form. The corrected\n\ninstrument shall be effective as of the date the original instrument\n\nwas filed, except as to those persons who are substantially and\n\nadversely affected by the correction and as to those persons the\n\ncorrected instrument shall be effective from the filing date of the\n\ncorrected instrument.\n\nG. If any instrument authorized to be filed with the Secretary\n\nof State pursuant to any provision of this title is filed\n\ninaccurately or defectively, or is erroneously executed, sealed, or\n\nacknowledged, or is otherwise defective in any respect, the\n\nSecretary of State shall have no liability to any person for the\n\npreclearance for filing, the acceptance for filing, or the filing\n\nand indexing of such instrument.\n\nH. When authorized by the rules of the Secretary of State, any\n\nsignature on any instrument authorized to be filed with the\n\nSecretary of State under any provision of this title may be a\n\nfacsimile signature, a conformed signature, or an electronically\nshall have no liability to any person for the\n\npreclearance for filing, the acceptance for filing, or the filing\n\nand indexing of such instrument.\n\nH. When authorized by the rules of the Secretary of State, any\n\nsignature on any instrument authorized to be filed with the\n\nSecretary of State under any provision of this title may be a\n\nfacsimile signature, a conformed signature, or an electronically\n\ntransmitted signature.\n\nI. 1. If:\n\na. (1) together with the actual delivery of an\n\ninstrument and tender of the required taxes and\n\nfees, there is delivered to the Secretary of\n\nState a separate affidavit, which in its heading\n\nshall be designated as an affidavit of\n\nextraordinary condition, attesting, on the basis\n\nof personal knowledge of the affiant or a\n\nreliable source of knowledge identified in the\n\naffidavit, that an earlier effort to deliver the\n\ninstrument and tender taxes and fees was made in\n\ngood faith, specifying the nature, date and time\n\nof the good faith effort and requesting that the\n\nSecretary of State establish the date and time as\n\nthe filing date of the instrument, or\n\n(2) upon the actual delivery of an instrument and\n\ntender of the required taxes and fees, the\n\nSecretary of State in his or her discretion\n\nprovides a written waiver of the requirement for\n\nan affidavit stating that it appears to the\n\nSecretary of State that an earlier effort to\n\ndeliver the instrument and tender the taxes and\n\nfees was made in good faith and specifying the\n\ndate and time of the effort, and\n\nb. the Secretary of State determines that an\n\nextraordinary condition existed at that date and time,\n\nthat the earlier effort was unsuccessful as a result\n\nof the existence of an extraordinary condition, and\n\nthat the actual delivery and tender were made within a\n\nreasonable period, not to exceed two (2) business\n\ndays, after the cessation of the extraordinary\n\ncondition,\n\nthen the Secretary of State may establish the date and time as the\n\nfiling date of the instrument. No fee shall be paid to the\n\nSecretary of State for receiving an affidavit of extraordinary\n\ncondition.\n\n2. For purposes of this subsection, an extraordinary condition\n\nmeans: any emergency resulting from an attack on, invasion or\n\noccupation by foreign military forces of, or disaster, catastrophe,\n\nwar or other armed conflict, revolution or insurrection, or rioting\n\nor civil commotion in, the United States or a locality in which the\n\nSecretary of State conducts its business or in which the good faith\n\neffort to deliver the instrument and tender the required taxes and\n\nfees is made, or the immediate threat of any of the foregoing; or\n\nany malfunction or outage of the electrical or telephone service to\n\nthe Secretary of State's office, or weather or other condition in or\n\nabout a locality in which the Secretary of State conducts its\n\nbusiness, as a result of which the Secretary of State's office is\n\nnot open for the purpose of the filing of instruments under the\n\nOklahoma General Corporation Act or the filing cannot be effected\n\nwithout extraordinary effort. The Secretary of State may require\n\nsuch proof as it deems necessary to make the determination required\n\nunder subparagraph b of paragraph 1 of this subsection, and any\n\ndetermination shall be conclusive in the absence of actual fraud.\n\n3. If the Secretary of State establishes the filing date of an\n\ninstrument pursuant to this subsection, the date and time of\n\ndelivery of the affidavit of extraordinary condition or the date and\n\ntime of the Secretary of State's written waiver of the affidavit\n\nshall be endorsed on the affidavit or waiver and the affidavit or\n\nwaiver, so endorsed, shall be attached to the filed instrument to\n\nwhich it relates. The filed instrument shall be effective as of the\n\ndate and time established as the filing date by the Secretary of\n\nthe date and\n\ntime of the Secretary of State's written waiver of the affidavit\n\nshall be endorsed on the affidavit or waiver and the affidavit or\n\nwaiver, so endorsed, shall be attached to the filed instrument to\n\nwhich it relates. The filed instrument shall be effective as of the\n\ndate and time established as the filing date by the Secretary of\n\nState pursuant to this subsection, except as to those persons who\n\nare substantially and adversely affected by the establishment and,\n\nas to those persons, the instrument shall be effective from the date\n\nand time endorsed on the affidavit of extraordinary condition or\n\nwritten waiver attached thereto.","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":"0747ba3241c9a4cd36d180285e60e0ad0041076f2e26462195e043ba0beefe36","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1006v2","next":"us-ok/okla.-stat.-tit.-18-18-1008"},"notice":"GroundRules: Original legal text. Not legal advice."}