{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1055.2","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1055.2","heading":"Proceedings regarding validity of defective corporate","body":"acts and stock.\n\nPROCEEDINGS REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND\n\nSTOCK\n\nA. Subject to subsection F of this section, upon application by\n\nthe corporation, any successor entity to the corporation, any member\n\nof the board of directors, any record or beneficial holder of valid\n\nstock or putative stock, any record or beneficial holder of valid or\n\nputative stock as of the time of a defective corporate act ratified\n\npursuant to Section 9 of this act, or any other person claiming to\n\nbe substantially and adversely affected by a ratification pursuant\n\nto Section 9 of this act, the district court may:\n\n1. Determine the validity and effectiveness of any defective\n\ncorporate act ratified pursuant to Section 9 of this act;\n\n2. Determine the validity and effectiveness of the ratification\n\nof any defective corporate act pursuant to Section 9 of this act;\n\n3. Determine the validity and effectiveness of any defective\n\ncorporate act not ratified or not ratified effectively pursuant to\n\nSection 9 of this act;\n\n4. Determine the validity of any corporate act or transaction\n\nand any stock, rights or options to acquire stock; and\n\n5. Modify or waive any of the procedures set forth in Section 9\n\nof this act to ratify a defective corporate act.\n\nB. In connection with an action under this section, the\n\ndistrict court may:\n\n1. Declare that a ratification in accordance with and pursuant\n\nto Section 9 of this act is not effective or shall only be effective\n\nat a time or upon conditions established by the court;\n\n2. Validate and declare effective any defective corporate act\n\nor putative stock and impose conditions upon such validation by the\n\ncourt;\n\n3. Require measures to remedy or avoid harm to any person\n\nsubstantially and adversely affected by a ratification pursuant to\n\nSection 9 of this act or from any order of the court pursuant to\n\nthis section, excluding any harm that would have resulted if the\n\ndefective corporate act had been valid when approved or effectuated;\n\n4. Order the Secretary of State to accept an instrument for\n\nfiling with an effective time specified by the court, which\n\neffective time may be prior or subsequent to the time of such order;\n\nprovided, that the filing date of such instrument shall be\n\ndetermined in accordance with paragraph 4 of subsection C of Section\n\n1007 of Title 18 of the Oklahoma Statutes;\n\n5. Approve a stock ledger for the corporation that includes any\n\nstock ratified or validated in accordance with this section or with\n\nSection 9 of this act;\n\n6. Declare that shares of putative stock are shares of valid\n\nstock or require a corporation to issue and deliver shares of valid\n\nstock in place of any shares of putative stock;\n\n7. Order that a meeting of holders of valid stock or putative\n\nstock be held and exercise the powers provided to the court under\n\nSection 1027 of Title 18 of the Oklahoma Statutes with respect to\n\nsuch a meeting;\n\n8. Declare that a defective corporate act validated by the\n\ncourt shall be effective as of the time of the defective corporate\n\nact or at such other time as the court shall determine;\n\n9. Declare that putative stock validated by the court shall be\n\ndeemed to be an identical share or fraction of a share of valid\n\nstock as of the time originally issued or purportedly issued or at\n\nsuch other time as the court shall determine; and\n\n10. Make such other orders regarding such matters as it deems\n\nproper under the circumstances.\n\nC. Service of the application under subsection A of this\n\nsection upon the registered agent of the corporation shall be deemed\n\nto be service upon the corporation, and no other party need be\n\njoined in order for the district court to adjudicate the matter. In\n\nan action filed by the corporation, the court may require notice of\n\nthe action be provided to other persons specified by the court and\n\npermit such other persons to intervene in the action.\nthis\n\nsection upon the registered agent of the corporation shall be deemed\n\nto be service upon the corporation, and no other party need be\n\njoined in order for the district court to adjudicate the matter. In\n\nan action filed by the corporation, the court may require notice of\n\nthe action be provided to other persons specified by the court and\n\npermit such other persons to intervene in the action.\n\nD. In connection with the resolution of matters pursuant to\n\nsubsections A and B of this section, the district court may consider\n\nthe following:\n\n1. Whether the defective corporate act was originally approved\n\nor effectuated with the belief that the approval or effectuation was\n\nin compliance with the provisions of Title 18 of the Oklahoma\n\nStatutes, the certificate of incorporation or bylaws of the\n\ncorporation;\n\n2. Whether the corporation and board of directors has treated\n\nthe defective corporate act as a valid act or transaction and\n\nwhether any person has acted in reliance on the public record that\n\nsuch defective corporate act was valid;\n\n3. Whether any person will be or was harmed by the ratification\n\nor validation of the defective corporate act, excluding any harm\n\nthat would have resulted if the defective corporate act had been\n\nvalid when approved or effectuated;\n\n4. Whether any person will be harmed by the failure to ratify\n\nor validate the defective corporate act; and\n\n5. Any other factors or considerations the court deems just and\n\nequitable.\n\nE. The district court is hereby vested with exclusive\n\njurisdiction to hear and determine all actions brought under this\n\nsection.\n\nF. Notwithstanding any other provision of this section, no\n\naction asserting:\n\n1. That a defective corporate act or putative stock ratified in\n\naccordance with Section 9 of this act is void or voidable due to a\n\nfailure of authorization identified in the resolution adopted in\n\naccordance with subsection B of Section 9 of this act; or\n\n2. That the district court should declare in its discretion\n\nthat a ratification in accordance with Section 9 of this act not be\n\neffective or be effective only on certain conditions,\n\nmay be brought after the expiration of one hundred twenty (120) days\n\nfrom the later of the validation effective time and the time notice,\n\nif any, that is required to be given pursuant to subsection G of\n\nSection 9 of this act is given with respect to such ratification,\n\nexcept that this subsection shall not apply to an action asserting\n\nthat a ratification was not accomplished in accordance with Section\n\n9 of this act or to any person to whom notice of the ratification\n\nwas required to have been given pursuant to subsection D or G of\n\nSection 9 of this act, but to whom such notice was not given.","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":"d30b88bba78deb48ae2886004629d87041e809f2f6fc822ce802160e9d6ba1e1","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1055.1","next":"us-ok/okla.-stat.-tit.-18-18-1056"},"notice":"GroundRules: Original legal text. Not legal advice."}