{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1032","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1032","heading":"Classes and series of stock; rights, etc","body":"CLASSES AND SERIES OF STOCK; RIGHTS, ETC.\n\nA. Every corporation may issue one or more classes of stock or\n\none or more series of stock within any class thereof, any or all of\n\nwhich classes may be of stock with par value or stock without par\n\nvalue and which classes or series may have voting powers, full or\n\nlimited, or no voting powers, and designations, preferences and\n\nrelative, participating, optional, or other special rights, and\n\nqualifications, limitations, or restrictions thereof, as shall be\n\nstated and expressed in the certificate of incorporation or of any\n\namendment thereto, or in the resolution or resolutions providing for\n\nthe issue of the stock adopted by the board of directors pursuant to\n\nauthority expressly vested in it by the provisions of its\n\ncertificate of incorporation. Any of the voting powers,\n\ndesignations, preferences, rights, and qualifications, limitations\n\nor restrictions of any class or series of stock may be made\n\ndependent upon facts ascertainable outside the certificate of\n\nincorporation or of any amendment thereto, or outside the resolution\n\nor resolutions providing for the issue of the stock adopted by the\n\nboard of directors pursuant to authority expressly vested in it by\n\nthe provisions of its certificate of incorporation; provided, that\n\nthe manner in which the facts shall operate upon the voting powers,\n\ndesignations, preferences, rights, and qualifications, limitations,\n\nor restrictions of the class or series of stock is clearly and\n\nexpressly set forth in the certificate of incorporation or in the\n\nresolution or resolutions providing for the issue of the stock\n\nadopted by the board of directors. The power to increase or\n\ndecrease or otherwise adjust the capital stock as provided for in\n\nthe Oklahoma General Corporation Act shall apply to all or any such\n\nclasses of stock. The term “facts”, as used in this subsection,\n\nincludes, 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.\n\nB. Any stock of any class or series may be made subject to\n\nredemption by the corporation at its option or at the option of the\n\nholders of the stock or upon the happening of a specified event;\n\nprovided, however, immediately following any redemption, the\n\ncorporation shall have outstanding one or more shares or one or more\n\nclasses or series of stock, which share, or shares together, shall\n\nhave full voting powers. Notwithstanding the limitation stated in\n\nthe foregoing proviso:\n\n1. Any stock of a regulated investment company registered under\n\nthe Investment Company Act of 1940, as heretofore or hereafter\n\namended, may be made subject to redemption by the corporation at its\n\noption or at the option of the holders of the stock.\n\n2. Any stock of a corporation which directly or indirectly\n\nholds a license or franchise from a governmental agency to conduct\n\nits business or is a member of a national securities exchange, which\n\nlicense, franchise or membership is conditioned upon some or all of\n\nthe holders of its stock possessing prescribed qualifications, may\n\nbe made subject to redemption by the corporation to the extent\n\nnecessary to prevent the loss of the license, franchise or\n\nmembership or to reinstate it. Any stock which may be made\n\nredeemable under this section may be redeemed for cash, property or\n\nrights including securities of the same or another corporation, at\n\nsuch time or times, price or prices, or rate or rates, and with any\n\nadjustments, as shall be stated in the certificate of incorporation\n\nor in the resolution or resolutions providing for the issue of the\n\nstock adopted by the board of directors as provided for in\n\nsubsection A of this section.\n\nC. The holders of preferred or special stock of any class or of\n\nany series thereof shall be entitled to receive dividends at such\n\nrates, conditions and times as shall be stated in the certificate of\nted in the certificate of incorporation\n\nor in the resolution or resolutions providing for the issue of the\n\nstock adopted by the board of directors as provided for in\n\nsubsection A of this section.\n\nC. The holders of preferred or special stock of any class or of\n\nany series thereof shall be entitled to receive dividends at such\n\nrates, conditions and times as shall be stated in the certificate of\n\nincorporation or in the resolution or resolutions providing for the\n\nissue of the stock adopted by the board of directors as provided for\n\nin subsection A of this section, payable in preference to, or in\n\nrelation to, the dividends payable on any other class or classes or\n\nof any other series of stock, and cumulative or noncumulative as\n\nshall be so stated and expressed. When dividends upon the preferred\n\nand special stocks, if any, to the extent of the preference to which\n\nthe stocks are entitled, shall have been paid or declared and set\n\napart for payment, a dividend on the remaining class or classes or\n\nseries of stock may then be paid out of the remaining assets of the\n\ncorporation available for dividends as otherwise provided for in the\n\nOklahoma General Corporation Act.\n\nD. The holders of the preferred or special stock of any class\n\nor of any series thereof shall be entitled to the rights upon the\n\ndissolution of, or upon any distribution of the assets of, the\n\ncorporation as shall be stated in the certificate of incorporation\n\nor in the resolution or resolutions providing for the issue of the\n\nstock adopted by the board of directors as provided for in\n\nsubsection A of this section.\n\nE. Any stock of any class or of any series thereof may be made\n\nconvertible into, or exchangeable for, at the option of either the\n\nholder or the corporation or upon the happening of a specified\n\nevent, shares of any other class or classes or any other series of\n\nthe same or any other class or classes of stock of the corporation,\n\nat the price or prices or at the rate or rates of exchange, and with\n\nadjustments as shall be stated in the certificate of incorporation\n\nor in the resolution or resolutions providing for the issue of the\n\nstock adopted by the board of directors as provided for in\n\nsubsection A of this section.\n\nF. If any corporation shall be authorized to issue more than\n\none class of stock or more than one series of any class, the powers,\n\ndesignations, preferences and relative, participating, optional or\n\nother special rights of each class of stock or series thereof and\n\nthe qualifications, limitations or restrictions of such preferences\n\nor rights shall be set forth in full or summarized on the face or\n\nback of the certificate which the corporation shall issue to\n\nrepresent the class or series of stock; provided that, except as\n\notherwise provided for in Section 1055 of this title, in lieu of the\n\nforegoing requirements, there may be set forth on the face or back\n\nof the certificate which the corporation shall issue to represent\n\nthe class or series of stock, a statement that the corporation will\n\nfurnish without charge to each shareholder who so requests the\n\npowers, designations, preferences and relative, participating,\n\noptional or other special rights of each class of stock or series\n\nthereof and the qualifications, limitations or restrictions of the\n\npreferences or rights. Within a reasonable time after the issuance\n\nor transfer of uncertificated stock, the corporation shall send to\n\nthe registered owner a notice, in writing or by electronic\n\ntransmission, containing the information required to be set forth or\n\nstated on certificates pursuant to this section or Section 1037,\n\nsubsection A of Section 1055 or subsection A of Section 1063 of this\n\ntitle, or with respect to this section a statement that the\n\ncorporation will furnish without charge to each shareholder who so\n\nrequests the powers, designations, preferences and relative,\nnic\n\ntransmission, containing the information required to be set forth or\n\nstated on certificates pursuant to this section or Section 1037,\n\nsubsection A of Section 1055 or subsection A of Section 1063 of this\n\ntitle, or with respect to this section a statement that the\n\ncorporation will furnish without charge to each shareholder who so\n\nrequests the powers, designations, preferences and relative,\n\nparticipating, optional or other special rights of each class of\n\nstock or series thereof and the qualifications, limitations or\n\nrestrictions of the preferences or rights. Except as otherwise\n\nexpressly provided by law, the rights and obligations of the holders\n\nof uncertificated stock and the rights and obligations of the holder\n\nof certificates representing stock of the same class and series\n\nshall be identical.\n\nG. 1. When any corporation desires to issue any shares of\n\nstock of any class or of any series of any class of which the\n\npowers, designations, preferences and relative, participating,\n\noptional or other rights, if any, or the qualifications, limitations\n\nor restrictions thereof, if any, shall not have been set forth in\n\nthe certificate of incorporation or in any amendment thereto but\n\nshall be provided for in a resolution or resolutions adopted by the\n\nboard of directors pursuant to authority expressly vested in it by\n\nthe provisions of the certificate of incorporation or any amendment\n\nthereto, a certificate of designations setting forth a copy of the\n\nresolution or resolutions and the number of shares of stock of the\n\nclass or series to which the resolution or resolutions apply shall\n\nbe executed, acknowledged and filed, and shall become effective in\n\naccordance with the provisions of Section 1007 of this title.\n\nUnless otherwise provided in any resolution or resolutions, the\n\nnumber of shares of stock of any series to which the resolution or\n\nresolutions apply may be increased, but not above the total number\n\nof authorized shares of the class, or decreased, but not below the\n\nnumber of shares thereof then outstanding, by a certificate likewise\n\nexecuted, acknowledged and filed setting forth a statement that a\n\nspecified increase or decrease therein had been authorized and\n\ndirected by a resolution or resolutions likewise adopted by the\n\nboard of directors. In case the number of the shares shall be\n\ndecreased, the number of shares so specified in the certificate\n\nshall resume the status which they had prior to the adoption of the\n\nfirst resolution or resolutions. Unless otherwise provided in the\n\ncertificate of incorporation, if no shares of stock have been issued\n\nof a class or series of stock established by a resolution of the\n\nboard of directors, the voting powers, designations, preferences and\n\nrelative, participating, optional or other rights, if any, or the\n\nqualifications, limitations or restrictions thereof may be amended\n\nby a resolution or resolutions adopted by the board of directors. A\n\ncertificate which states that no shares of the class or series have\n\nbeen issued, sets forth a copy of the resolution or resolutions,\n\nand, if the designation of the class or series is being changed,\n\nindicates the original designation and the new designation, shall be\n\nexecuted, acknowledged and filed, and shall become effective, in\n\naccordance with the provisions of Section 1007 of this title. When\n\nno shares of any class or series are outstanding, either because\n\nnone were issued or because no issued shares of any class or series\n\nremain outstanding, a certificate setting forth a resolution or\n\nresolutions adopted by the board of directors that none of the\n\nauthorized shares of the class or series are outstanding, and that\n\nnone will be issued subject to the certificate of designations\n\npreviously filed with respect to the class or series, may be\n\nexecuted, acknowledged and filed in accordance with the provisions\nor series\n\nremain outstanding, a certificate setting forth a resolution or\n\nresolutions adopted by the board of directors that none of the\n\nauthorized shares of the class or series are outstanding, and that\n\nnone will be issued subject to the certificate of designations\n\npreviously filed with respect to the class or series, may be\n\nexecuted, acknowledged and filed in accordance with the provisions\n\nof Section 1007 of this title and, when the certificate becomes\n\neffective, it shall have the effect of eliminating from the\n\ncertificate of incorporation all matters set forth in the\n\ncertificate of designations with respect to the class or series of\n\nstock.\n\n2. When any certificate filed pursuant to the provisions of\n\nthis subsection becomes effective, it shall have the effect of\n\namending the certificate of incorporation; except that neither the\n\nfiling of the certificate nor the filing of a restated certificate\n\nof incorporation pursuant to Section 1080 of this title shall\n\nprohibit the board of directors from subsequently adopting\n\nresolutions as authorized by this subsection.","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":"33d52b16677982899d42131e710c4068440389a13e10f6b20a33cd5313b914e1","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1031","next":"us-ok/okla.-stat.-tit.-18-18-1033"},"notice":"GroundRules: Original legal text. Not legal advice."}