{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1055.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1055.1","heading":"Ratification of defective corporate acts and stock","body":"RATIFICATION OF DEFECTIVE CORPORATE ACTS AND STOCK\n\nA. Subject to subsection F of this section, no defective\n\ncorporate act or putative stock shall be void or voidable solely as\n\na result of a failure of authorization if ratified as provided in\n\nthis section or validated by the District Court in a proceeding\n\nbrought under Section 1055.2 of this title.\n\nB. 1. In order to ratify one or more defective corporate acts\n\npursuant to this section, other than the ratification of an election\n\nof the initial board of directors pursuant to paragraph 2 of this\n\nsubsection, the board of directors of the corporation shall adopt\n\nresolutions stating:\n\na. the defective corporate act or acts to be ratified,\n\nb. the date of each defective corporate act or acts,\n\nc. if such defective corporate act or acts involved the\n\nissuance of shares of putative stock, the number and\n\ntype of shares of putative stock issued and the date\n\nor dates upon which such putative shares were\n\npurported to have been issued,\n\nd. the nature of the failure of authorization in respect\n\nof each defective corporate act to be ratified, and\n\ne. that the board of directors approves the ratification\n\nof the defective corporate act or acts.\n\nThe resolutions may also provide that, at any time before the\n\nvalidation effective time for the defective act or acts,\n\nnotwithstanding approval of the ratification by shareholders, the\n\nboard of directors may abandon the ratification without further\n\naction of the shareholders. The quorum and voting requirements\n\napplicable to the ratification by the board of directors shall be\n\nthe quorum and voting requirements applicable at the time to the\n\ntype of defective corporate act proposed to be ratified when the\n\nboard adopts the resolutions ratifying the defective corporate act;\n\nprovided, that if the certificate of incorporation or bylaws of the\n\ncorporation, any plan or agreement to which the corporation was a\n\nparty or any provision of this title, in each case as in effect as\n\nof the time of the defective corporate act, would have required a\n\nlarger number or portion of directors or of specified directors for\n\na quorum to be present or to approve the defective corporate act,\n\nsuch larger number or portion of such directors or such specified\n\ndirectors shall be required for a quorum to be present or to adopt\n\nthe ratifying resolutions, as applicable, except that the presence\n\nor approval of any director elected, appointed or nominated by\n\nholders of any class or series of which no shares are then\n\noutstanding, or by any person that is no longer a shareholder, shall\n\nnot be required.\n\n2. To ratify a defective corporate act in respect of the\n\nelection of the initial board of directors of the corporation, a\n\nmajority of the persons who, at the time the resolutions required by\n\nthis paragraph are adopted, are exercising the powers of directors\n\nunder claim and color of an election or appointment as such may\n\nadopt resolutions stating:\n\na. the name of the person or persons who first took\n\naction in the name of the corporation as the initial\n\nboard of directors of the corporation,\n\nb. the earlier of the date on which such persons first\n\ntook such action or were purported to have been\n\nelected as the initial board of directors, and\n\nc. that the ratification of the election of such person\n\nor persons as the initial board of directors is\n\napproved.\n\nC. Each defective corporate act ratified pursuant to paragraph\n\n1 of subsection B of this section shall be submitted to shareholders\n\nfor approval as provided in subsection D of this section, unless:\n\n1. a. No other provision of this title, and no provision of\n\nthe certificate of incorporation or bylaws of the\n\ncorporation, or of any plan or agreement to which the\n\ncorporation is a party, would have required\n\nshareholder approval of the defective corporate act to\n\nbe ratified, either at the time of the defective\nto shareholders\n\nfor approval as provided in subsection D of this section, unless:\n\n1. a. No other provision of this title, and no provision of\n\nthe certificate of incorporation or bylaws of the\n\ncorporation, or of any plan or agreement to which the\n\ncorporation is a party, would have required\n\nshareholder approval of the defective corporate act to\n\nbe ratified, either at the time of the defective\n\ncorporate act or at the time the board of directors\n\nadopts the resolutions ratifying the defective\n\ncorporate act pursuant to paragraph 1 of subsection B\n\nof this section.\n\nb. The defective corporate act did not result from a\n\nfailure to comply with Section 1090.3 of this title;\n\nor\n\n2. As of the record date for determining the shareholders\n\nentitle to vote on the ratification of the defective corporate act,\n\nthere are no shares of valid stock outstanding and entitled to vote\n\nthereon, regardless of whether there then exist any shares of\n\nputative stock.\n\nD. If ratification of a defective corporate act is required to\n\nbe submitted to shareholders for approval pursuant to subsection C\n\nof this section, due notice of the time, place, if any, and purpose\n\nof the meeting shall be given at least twenty (20) days before the\n\ndate of the meeting to each holder of valid stock and putative\n\nstock, whether voting or nonvoting, at the address of such holder as\n\nit appears or most recently appeared, as appropriate, on the records\n\nof the corporation. The notice shall also be given to the holders\n\nof record of valid stock and putative stock, whether voting or\n\nnonvoting, as of the time of the defective corporate act, or, in the\n\ncase of any defective corporate act that involved the establishment\n\nof a record date for notice of or voting at any meeting of\n\nshareholders, for action by written consent of shareholders in lieu\n\nof a meeting, or for any other purpose, as of the record date for\n\nnotice of or voting at such meeting, the record date for action by\n\nwritten consent, or the record date for such other action, as the\n\ncase may be, except that no notice need be given to holders whose\n\nidentities or addresses cannot be determined from the records of the\n\ncorporation. The notice shall contain a copy of the resolutions\n\nadopted by the board of directors pursuant to paragraph 1 of\n\nsubsection B of this section or the information required by\n\nparagraphs a through e of paragraph 1 of subsection B of this\n\nsection and a statement that any claim that the defective corporate\n\nact or putative stock ratified hereunder is void or voidable due to\n\nthe failure of authorization, or that the District Court should\n\ndeclare in its discretion that a ratification in accordance with\n\nthis section not be effective or be effective only on certain\n\nconditions must be brought within one hundred twenty (120) days from\n\nthe validation effective time. At such meeting the quorum and\n\nvoting requirements applicable to the ratification of such defective\n\ncorporate act shall be the quorum and voting requirements applicable\n\nto the type of defective corporate act proposed to be ratified at\n\nthe time of the approval of the ratification, except that:\n\n1. If the certificate of incorporation or bylaws of the\n\ncorporation, any plan or agreement to which the corporation was a\n\nparty or any provision of this title in effect as of the time of the\n\ndefective corporate act would have required a larger number or\n\nportion of stock or of any class or series thereof or of specified\n\nshareholders for a quorum to be present or to approve the defective\n\ncorporate act, the presence or approval of such larger number or\n\nportion of stock or of such class or series thereof or of such\n\nspecified shareholders shall be required for a quorum to be present\n\nor to approve the ratification of the defective corporate act, as\n\napplicable, except that the presence or approval of shares of any\nshareholders for a quorum to be present or to approve the defective\n\ncorporate act, the presence or approval of such larger number or\n\nportion of stock or of such class or series thereof or of such\n\nspecified shareholders shall be required for a quorum to be present\n\nor to approve the ratification of the defective corporate act, as\n\napplicable, except that the presence or approval of shares of any\n\nclass or series of which no shares are then outstanding, or of any\n\nperson that is no longer a shareholder, shall not be required;\n\n2. The approval by shareholders of the ratification of the\n\nelection of a director shall require the affirmative vote of the\n\nmajority of shares present at the meeting and entitled to vote on\n\nthe election of such director, except that if the certificate of\n\nincorporation or bylaws of the corporation then in effect or in\n\neffect at the time of the defective election require or required a\n\nlarger number or portion of stock or of any class or series thereof\n\nor of specified shareholders to elect such director, the affirmative\n\nvote of such larger number or portion of stock or of any class or\n\nseries thereof or of specified shareholders shall be required to\n\nratify the election of such director, except that the presence or\n\napproval of shares of any class or series of which no shares are\n\nthen outstanding, or of any person that is no longer a shareholder,\n\nshall not be required; and\n\n3. In the event of a failure of authorization resulting from\n\nfailure to comply with the provisions of Section 1090.3 of this\n\ntitle, the ratification of the defective corporate act shall require\n\nthe vote set forth in paragraph 3 of subsection A of Section 1090.3\n\nof this title, regardless of whether such vote would have otherwise\n\nbeen required.\n\nShares of putative stock on the record date for determining\n\nshareholders entitled to vote on any matter submitted to\n\nshareholders pursuant to subsection C of this section, and without\n\ngiving effect to any ratification that becomes effective after such\n\nrecord date, shall neither be entitled to vote nor counted for\n\nquorum purposes in any vote to ratify any defective corporate act.\n\nE. If a defective corporate act ratified pursuant to this\n\nsection would have required under any other section of this title\n\nthe filing of a certificate in accordance with Section 1007 of this\n\ntitle, then, whether or not a certificate was previously filed in\n\nrespect of such defective corporate act and in lieu of filing the\n\ncertificate otherwise required by this title, the corporation shall\n\nfile a certificate of validation with respect to such defective\n\ncorporate act in accordance with Section 1007 of this title. A\n\nseparate certificate of validation shall be required for each\n\ndefective corporate act requiring the filing of a certificate of\n\nvalidation under this section, except that (i) two or more defective\n\ncorporate acts may be included in a single certificate of validation\n\nif the corporation filed, or to comply with this title would have\n\nfiled, a single certificate under another provision of this title to\n\neffect such acts, and (ii) two or more overissues of shares of any\n\nclass, classes or series of stock may be included in a single\n\ncertificate of validation, provided that the increase in the number\n\nof authorized shares of each such class or series set forth in the\n\ncertificate of validation shall be effective as of the date of the\n\nfirst such overissue. The certificate of validation shall set\n\nforth:\n\n1. Each defective corporate act that is the subject of the\n\ncertificate of validation including, in the case of any defective\n\ncorporate act involving the issuance of shares of putative stock,\n\nthe number and type of shares of putative stock issued and the date\n\nor dates upon which such putative shares were purported to have been\nll set\n\nforth:\n\n1. Each defective corporate act that is the subject of the\n\ncertificate of validation including, in the case of any defective\n\ncorporate act involving the issuance of shares of putative stock,\n\nthe number and type of shares of putative stock issued and the date\n\nor dates upon which such putative shares were purported to have been\n\nissued, the date of such defective corporate act and the nature of\n\nthe failure of authorization in respect of such defective corporate\n\nact;\n\n2. A statement that such defective corporate act was ratified\n\nin accordance with this section including the date on which the\n\nboard of directors ratified such defective corporate act and the\n\ndate, if any, on which the shareholders approved the ratification of\n\nsuch defective corporate act; and\n\n3. The information required by one of the following paragraphs:\n\na. if a certificate was previously filed under Section\n\n1007 of this title in respect of such defective\n\ncorporate act and no changes to such certificate are\n\nrequired to give effect to such defective corporate\n\nact in accordance with this section, the certificate\n\nof validation shall set forth (1) the name, title and\n\nfiling date of the certificate previously filed and of\n\nany certificate of correction thereto and (2) a\n\nstatement that a copy of the certificate previously\n\nfiled, together with any certificate of correction\n\nthereto, is attached as an exhibit to the certificate\n\nof validation,\n\nb. if a certificate was previously filed under Section\n\n1007 of this title in respect of the defective\n\ncorporate act and such certificate requires any change\n\nto give effect to the defective corporate act in\n\naccordance with this section, including a change to\n\nthe date and time of the effectiveness of such\n\ncertificate, the certificate of validation shall set\n\nforth (1) the name, title and filing date of the\n\ncertificate so previously filed and of any certificate\n\nof correction thereto, (2) a statement that a\n\ncertificate containing all of the information required\n\nto be included under the applicable section or\n\nsections of this title to give effect to the defective\n\ncorporate act is attached as an exhibit to the\n\ncertificate of validation, and (3) the date and time\n\nthat such certificate shall be deemed to have become\n\neffective pursuant to this section, or\n\nc. if a certificate was not previously filed under\n\nSection 1007 of this title in respect of the defective\n\ncorporate act and the defective corporate act ratified\n\npursuant to this section would have required under any\n\nother section of this title the filing of a\n\ncertificate in accordance with Section 1007 of this\n\ntitle, the certificate of validation shall set forth\n\n(1) a statement that a certificate containing all of\n\nthe information required to be included under the\n\napplicable section or sections of this title to give\n\neffect to the defective corporate act is attached as\n\nan exhibit to the certificate of validation, and (2)\n\nthe date and time that such certificate shall be\n\ndeemed to have become effective pursuant to this\n\nsection.\n\nA certificate attached to a certificate of validation pursuant\n\nto subparagraph b or c of paragraph 3 of this subsection need not be\n\nseparately executed and acknowledged and need not include any\n\nstatement required by any other section of this title that such\n\ninstrument has been approved and adopted in accordance with the\n\nprovisions of such other section.\n\nF. From and after the validation effective time, unless\n\notherwise determined in an action brought pursuant to Section 1055.2\n\nof this title:\n\n1. Subject to the last sentence of subsection D of this\n\nsection, each defective corporate act ratified in accordance with\n\nthis section shall no longer be deemed void or voidable as a result\n\nof the failure of authorization described in the adopted resolutions\nrom and after the validation effective time, unless\n\notherwise determined in an action brought pursuant to Section 1055.2\n\nof this title:\n\n1. Subject to the last sentence of subsection D of this\n\nsection, each defective corporate act ratified in accordance with\n\nthis section shall no longer be deemed void or voidable as a result\n\nof the failure of authorization described in the adopted resolutions\n\nand such effect shall be retroactive to the time of the defective\n\ncorporate act; and\n\n2. Subject to the last sentence of subsection D of this\n\nsection, each share or fraction of a share of putative stock issued\n\nor purportedly issued pursuant to any such defective corporate act\n\nshall no longer be deemed void or voidable and shall be deemed to be\n\nan identical share or fraction of a share of outstanding stock as of\n\nthe time it was purportedly issued.\n\nG. In respect of each defective corporate act ratified by the\n\nboard of directors pursuant to subsection B of this section, prompt\n\nnotice of the ratification shall be given to all holders of valid\n\nstock and putative stock, whether voting or nonvoting, as of the\n\ndate the board of directors adopts the resolutions approving such\n\ndefective corporate act, or as of a date within sixty (60) days\n\nafter the date of adoption, as established by the board of\n\ndirectors, at the address of such holder as it appears or most\n\nrecently appeared, as appropriate, on the records of the\n\ncorporation. The notice shall also be given to the holders of\n\nrecord of valid stock and putative stock, whether voting or\n\nnonvoting, as of the time of the defective corporate act, other than\n\nholders whose identities or addresses cannot be determined from the\n\nrecords of the corporation. The notice shall contain a copy of the\n\nresolutions adopted pursuant to subsection B of this section or the\n\ninformation specified in subparagraphs a through e of paragraph 1 of\n\nsubsection B of this section or subparagraphs a through c of\n\nparagraph 2 of subsection B of this section, as applicable, and a\n\nstatement that any claim that the defective corporate act or\n\nputative stock ratified hereunder is void or voidable due to the\n\nfailure of authorization, or that the district court should declare\n\nin its discretion that a ratification in accordance with this\n\nsection not be effective or be effective only on certain conditions\n\nmust be brought within one hundred twenty (120) days from the later\n\nof the validation effective time or the time at which the notice\n\nrequired by this subsection is given. Notwithstanding the\n\nforegoing, no such notice shall be required if notice of the\n\nratification of the defective corporate act is to be given in\n\naccordance with subsection D of this section, and in the case of a\n\ncorporation that has a class of stock listed on a national\n\nsecurities exchange, the notice required by this subsection and\n\nsubsection D of this section may be deemed given if disclosed in a\n\ndocument publicly filed by the corporation with the Securities and\n\nExchange Commission pursuant to Sections 13, 14 or 15(d) of the\n\nSecurities Exchange Act of 1934, as amended, and the rules and\n\nregulations promulgated thereunder, or the corresponding provisions\n\nof any subsequent United States federal securities laws, rules or\n\nregulations. If any defective corporate act has been approved by\n\nshareholders acting pursuant to Section 1073 of this title, the\n\nnotice required by this subsection may be included in any notice\n\nrequired to be given pursuant to subsection F of Section 1073 of\n\nthis title and, if so given, shall be sent to the shareholders\n\nentitled to notice under subsection F of Section 1073 of this title\n\nand to all holders of valid and putative stock to whom notice would\n\nbe required under this subsection if the defective corporate act had\n\nbeen approved at a meeting other than any shareholder who approved\nired to be given pursuant to subsection F of Section 1073 of\n\nthis title and, if so given, shall be sent to the shareholders\n\nentitled to notice under subsection F of Section 1073 of this title\n\nand to all holders of valid and putative stock to whom notice would\n\nbe required under this subsection if the defective corporate act had\n\nbeen approved at a meeting other than any shareholder who approved\n\nthe action by consent in lieu of a meeting pursuant to Section 1073\n\nof this title or any holder of putative stock who otherwise\n\nconsented thereto in writing. Solely for purposes of subsection D\n\nof this section and this subsection, notice to holders of putative\n\nstock, and notice to holders of valid stock and putative stock as of\n\nthe time of the defective corporate act, shall be treated as notice\n\nto holders of valid stock for purposes of Sections 1067, 1073, 1074,\n\n1075, 1075.2 and 1075.3 of this title.\n\nH. As used in this section and in Section 1055.2 of this title\n\nonly, the term:\n\n1. “Defective corporate act” means an overissue, an election or\n\nappointment of directors that is void or voidable due to a failure\n\nof authorization, or any act or transaction purportedly taken by or\n\non behalf of the corporation that is, and at the time such act or\n\ntransaction was purportedly taken would have been, within the power\n\nof a corporation under this title, without regard to the failure of\n\nauthorization identified in subparagraph d of paragraph 1 of\n\nsubsection B of this section, but is void or voidable due to a\n\nfailure of authorization;\n\n2. “Failure of authorization” means:\n\na. the failure to authorize or effect an act or\n\ntransaction in compliance with:\n\n(1) the provisions of this title,\n\n(2) the certificate of incorporation or bylaws of the\n\ncorporation, or\n\n(3) any plan or agreement to which the corporation is\n\na party or the disclosure set forth in any proxy\n\nor consent solicitation statement, if and to the\n\nextent such failure would render such act or\n\ntransaction void or voidable, or\n\nb. the failure of the board of directors or any officer\n\nof the corporation to authorize or approve any act or\n\ntransaction taken by or on behalf of the corporation\n\nthat would have required for its due authorization the\n\napproval of the board of directors or such officer;\n\n3. “Overissue” means the purported issuance of (a) shares of\n\ncapital stock of a class or series in excess of the number of shares\n\nof such class or series the corporation has the power to issue under\n\nSection 1042 of this title at the time of such issuance, or (b)\n\nshares of any class or series of capital stock that is not then\n\nauthorized for issuance by the certificate of incorporation of the\n\ncorporation;\n\n4. “Putative stock” means the shares of any class or series of\n\ncapital stock of the corporation, including shares issued upon\n\nexercise of options, rights, warrants or other securities\n\nconvertible into shares of capital stock of the corporation, or\n\ninterests with respect thereto that were created or issued pursuant\n\nto a defective corporate act, that: (a) but for any failure of\n\nauthorization, would constitute valid stock, or (b) cannot be\n\ndetermined by the board of directors to be valid stock;\n\n5. “Time of the defective corporate act” means the date and\n\ntime the defective corporate act was purported to have been taken;\n\n6. “Valid stock” means the shares of any class or series of\n\ncapital stock of the corporation that have been duly authorized and\n\nvalidly issued in accordance with this title; and\n\n7. “Validation effective time” with respect to any defective\n\ncorporate act ratified pursuant to this section means the latest of\n” means the date and\n\ntime the defective corporate act was purported to have been taken;\n\n6. “Valid stock” means the shares of any class or series of\n\ncapital stock of the corporation that have been duly authorized and\n\nvalidly issued in accordance with this title; and\n\n7. “Validation effective time” with respect to any defective\n\ncorporate act ratified pursuant to this section means the latest of\n\n(a) the time at which the defective act submitted to the\n\nshareholders for approval pursuant to subsection C of this section\n\nis approved by such shareholders, or if no such vote of shareholders\n\nis required to approve the ratification, the time at which the board\n\nof directors adopts the resolutions required by paragraphs 1 or 2 of\n\nsubsection B of this section, (b) where no certificate of validation\n\nis required to be filed pursuant to subsection E of this section,\n\nthe time, if any, specified by the board of directors in the\n\nresolutions adopted pursuant to paragraphs 1 or 2 of subsection B of\n\nthis section, which time shall not precede the time at which such\n\nresolutions are adopted; and (c) the time at which any certificate\n\nof validation filed pursuant to subsection E of this section shall\n\nbecome effective in accordance with Section 1007 of this title.\n\nIn the absence of actual fraud in the transaction, the judgment\n\nof the board of directors that shares of stock are valid stock or\n\nputative stock shall be conclusive, unless otherwise determined by\n\nthe District Court in a proceeding brought pursuant to Section\n\n1055.2 of this title.\n\nI. Ratification under this section or validation under Section\n\n1055.2 of this title shall not be deemed to be the exclusive means\n\nof ratifying or validating any act or transaction taken by or on\n\nbehalf of the corporation, including any defective corporate act, or\n\nany issuance of stock, including any putative stock, or of adopting\n\nor endorsing any act or transaction taken by or in the name of the\n\ncorporation prior to the commencement of its existence, and the\n\nabsence or failure of ratification in accordance with either this\n\nsection or validation under Section 1055.2 of this title shall not,\n\nof itself, affect the validity or effectiveness of any act or\n\ntransaction or the issuance of any stock properly ratified under\n\ncommon law or otherwise, nor shall it create a presumption that any\n\nsuch act or transaction is or was a defective corporate act or that\n\nsuch stock is void or voidable.","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":"cc3287ff8f700195d17e8aca299dffb10bf80a1fb853d49913c84e9f4768a19a","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1055","next":"us-ok/okla.-stat.-tit.-18-18-1055.2"},"notice":"GroundRules: Original legal text. Not legal advice."}