{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1041","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1041","heading":"Corporation's powers respecting ownership, voting, etc","body":"of its own stock - Rights of stock called for redemption.\n\nCORPORATION’S POWERS RESPECTING OWNERSHIP, VOTING, ETC. OF\n\nITS OWN STOCK; RIGHTS OF STOCK CALLED FOR REDEMPTION\n\nA. Every corporation may purchase, redeem, receive, take, or\n\notherwise acquire, own, hold, sell, lend, exchange, transfer, or\n\notherwise dispose of, pledge, use and otherwise deal in and with its\n\nown shares; provided, however, that no corporation shall:\n\n1. Purchase or redeem its own shares of capital stock for cash\n\nor other property when the capital of the corporation is impaired or\n\nwhen the purchase or redemption would cause any impairment of the\n\ncapital of the corporation, except that a corporation other than a\n\nnonstock corporation may purchase or redeem out of capital any of\n\nits own shares which are entitled upon any distribution of its\n\nassets, whether by dividend or in liquidation, to a preference over\n\nanother class or series of its stock, or, if no shares entitled to a\n\npreference are outstanding, any of its own shares if such shares\n\nwill be retired upon their acquisition and the capital of the\n\ncorporation reduced in accordance with the provisions of Sections\n\n1078 and 1079 of this title. Nothing in this subsection shall\n\ninvalidate or otherwise affect a note, debenture, or other\n\nobligation of a corporation given by it as consideration for its\n\nacquisition by purchase, redemption, or the exchange of its shares\n\nof stock if at the time such note, debenture, or obligation was\n\ndelivered by the corporation its capital was not then impaired or\n\ndid not thereby become impaired;\n\n2. Purchase, for more than the price at which they may then be\n\nredeemed, any of its shares which are redeemable at the option of\n\nthe corporation; or\n\n3. a. In the case of a corporation other than a nonstock\n\ncorporation, redeem any of its shares unless their\n\nredemption is authorized by subsection B of Section\n\n1032 of this title and then only in accordance with\n\nthe provisions of that section and the certificate of\n\nincorporation, or\n\nb. In the case of a nonstock corporation, redeem any of\n\nits membership interests, unless their redemption is\n\nauthorized by the certificate of incorporation and\n\nthen only in accordance with the certificate of\n\nincorporation.\n\nB. Nothing in this section shall be construed to limit or\n\naffect a corporation’s right to resell any of its shares theretofore\n\npurchased or redeemed out of surplus and which have not been\n\nretired, for consideration fixed by the board of directors or by the\n\nshareholders if the certificate of incorporation so provides.\n\nC. Shares of a corporation’s capital stock shall neither be\n\nentitled to vote nor be counted for quorum purposes if the shares\n\nbelong to:\n\n1. The corporation;\n\n2. Another corporation, if a majority of the shares entitled to\n\nvote in the election of directors of the other corporation is held,\n\ndirectly or indirectly; or\n\n3. Any other entity, if a majority of the voting power of such\n\nother entity is held directly or indirectly by the corporation, or\n\nif such other entity is otherwise controlled directly or indirectly\n\nby the corporation.\n\nNothing in this section shall be construed as limiting the right\n\nof any corporation to vote stock including, but not limited to, its\n\nown stock, held by it in a fiduciary capacity.\n\nD. Shares which have been called for redemption shall not be\n\ndeemed to be outstanding shares for the purpose of voting or\n\ndetermining the total number of shares entitled to vote on any\n\nmatter on and after the date on which written notice of redemption\n\nhas been sent to holders thereof and a sum sufficient to redeem\n\nthose shares has been irrevocably deposited or set aside to pay the\n\nredemption price to the holders of the shares upon surrender of the\n\ncertificates.","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":"17eb1a3d539ce087ee58353a758e4ec11f2fdbe9851b643821dd246d8a70b2ed","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1040","next":"us-ok/okla.-stat.-tit.-18-18-1042"},"notice":"GroundRules: Original legal text. Not legal advice."}