{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1092","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1092","heading":"Sale, lease or exchange of assets; consideration -","body":"Procedure.\n\nSALE, LEASE OR EXCHANGE OF ASSETS; CONSIDERATION; PROCEDURE\n\nA. Every corporation, at any meeting of its board of directors\n\nor governing body, may sell, lease, or exchange all or substantially\n\nall of its property and assets, including its goodwill and its\n\ncorporate franchises, upon such terms and conditions and for such\n\nconsideration, which may consist in whole or in part of money or\n\nother property, including shares of stock in, and/or other\n\nsecurities of, any other corporation or corporations, as its board\n\nof directors or governing body deems expedient and for the best\n\ninterests of the corporation, when and as authorized by a resolution\n\nadopted by the holders of a majority of the outstanding stock of the\n\ncorporation entitled to vote thereon or, if the corporation is a\n\nnonstock corporation, by a majority of the members having the right\n\nto vote for the election of the members of the governing body and\n\nany other members entitled to vote thereon under the certificate of\n\nincorporation or the bylaws of such corporation, at a meeting duly\n\ncalled upon at least twenty (20) days' notice. The notice of the\n\nmeeting shall state that such a resolution will be considered.\n\nB. Notwithstanding authorization or consent to a proposed sale,\n\nlease or exchange of a corporation's property and assets by the\n\nshareholders or members, the board of directors or governing body\n\nmay abandon such proposed sale, lease or exchange without further\n\naction by the shareholders or members, subject to the rights, if\n\nany, of third parties under any contract relating thereto.\n\nC. For purposes of this section only, the property and assets\n\nof the corporation include the property and assets of any subsidiary\n\nof the corporation. As used in this subsection, \"subsidiary\" means\n\nany entity wholly owned and controlled, directly or indirectly, by\n\nthe corporation and includes, without limitation, corporations,\n\npartnerships, limited partnerships, limited liability partnerships,\n\nlimited liability companies, and statutory trusts. Notwithstanding\n\nsubsection A of this section, except to the extent the certificate\n\nof incorporation otherwise provides, no resolution by shareholders\n\nor members shall be required for a sale, lease or exchange of\n\nproperty and assets of the corporation to a subsidiary.","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":"0182935085031165e55b4bea8971aca68afb29f9dcca2b2d5c51256fb9102d75","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1091","next":"us-ok/okla.-stat.-tit.-18-18-1093"},"notice":"GroundRules: Original legal text. Not legal advice."}