{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1080","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1080","heading":"Restated certificate of incorporation","body":"\n\nRESTATED CERTIFICATE OF INCORPORATION\n\nA. A corporation, whenever desired, may integrate into a single\n\ninstrument all of the provisions of its certificate of incorporation\n\nwhich are then in effect and operative as a result of there having\n\nup to that time been filed with the Secretary of State one or more\n\ncertificates or other instruments pursuant to any of the sections\n\nreferred to in Section 1008 of this title, and it may at the same\n\ntime also further amend its certificate of incorporation by adopting\n\na restated certificate of incorporation.\n\nB. If the restated certificate of incorporation merely restates\n\nand integrates but does not further amend the certificate of\n\nincorporation, as up to that time amended or supplemented by any\n\ninstrument that was filed pursuant to any of the sections mentioned\n\nin Section 1008 of this title, it may be adopted by the board of\n\ndirectors without a vote of the shareholders, or it may be proposed\n\nby the directors and submitted by them to the shareholders for\n\nadoption, in which case the procedure and vote required, if any, by\n\nSection 1077 of this title for amendment of the certificate of\n\nincorporation shall be applicable. If the restated certificate of\n\nincorporation restates and integrates and also further amends in any\n\nrespect the certificate of incorporation, as up to that time amended\n\nor supplemented, it shall be proposed by the directors and adopted\n\nby the shareholders in the manner and by the vote prescribed by\n\nSection 1077 of this title or, if the corporation has not received\n\nany payment for any of its stock, in the manner and by the vote\n\nprescribed by Section 1076 of this title.\n\nC. A restated certificate of incorporation shall be\n\nspecifically designated as such in its heading. It shall state,\n\neither in its heading or in an introductory paragraph, the\n\ncorporation's present name, and, if it has been changed, the name\n\nunder which it was originally incorporated, and the date of filing\n\nof its original certificate of incorporation with the Secretary of\n\nState. If it was adopted by the board of directors without a vote\n\nof the shareholders, unless it was adopted pursuant to the\n\nprovisions of Section 1076 of this title or without a vote of\n\nmembers pursuant to paragraph 3 of subsection B of Section 1077 of\n\nthis title, it shall state that it only restates and integrates and\n\ndoes not further amend the provisions of the corporation's\n\ncertificate of incorporation as up to that time amended or\n\nsupplemented, and that there is no discrepancy between those\n\nprovisions and the provisions of the restated certificate. A\n\nrestated certificate of incorporation may omit:\n\n1. Such provisions of the original certificate of incorporation\n\nwhich named the incorporator or incorporators, the initial board of\n\ndirectors, and the original subscribers for shares; and\n\n2. Such provisions contained in any amendment to the\n\ncertificate of incorporation as were necessary to effect a change,\n\nexchange, reclassification, subdivision, combination or cancellation\n\nof stock, if such change, exchange, reclassification, subdivision,\n\ncombination or cancellation has become effective.\n\nAny such omissions shall not be deemed a further amendment.\n\nD. A restated certificate of incorporation shall be executed,\n\nacknowledged and filed in accordance with the provisions of Section\n\n1007 of this title. Upon its filing with the Secretary of State,\n\nthe original certificate of incorporation, as up to that time\n\namended or supplemented, shall be superseded. From that time\n\nforward, the restated certificate of incorporation, including any\n\nfurther amendments or changes made thereby, shall be the certificate\n\nof incorporation of the corporation, but the original date of\n\nincorporation shall remain unchanged.\n\nE. Any amendment or change effected in connection with the\nte of incorporation, as up to that time\n\namended or supplemented, shall be superseded. From that time\n\nforward, the restated certificate of incorporation, including any\n\nfurther amendments or changes made thereby, shall be the certificate\n\nof incorporation of the corporation, but the original date of\n\nincorporation shall remain unchanged.\n\nE. Any amendment or change effected in connection with the\n\nrestatement and integration of the certificate of incorporation\n\nshall be subject to any other provision of the Oklahoma General\n\nCorporation Act, not inconsistent with the provisions of this\n\nsection, which would apply if a separate certificate of amendment\n\nwere filed to effect such amendment or change.","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":"3c328c6bcca58559e45b19a99647ddc2b1d1d5d24145a1bb218629014b193638","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1079","next":"us-ok/okla.-stat.-tit.-18-18-1081"},"notice":"GroundRules: Original legal text. Not legal advice."}