{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1096","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1096","heading":"Dissolution – Procedure","body":"DISSOLUTION; PROCEDURE\n\nA. If it should be deemed advisable in the judgment of the\n\nboard of directors of any corporation that it should be dissolved,\n\nthe board, after the adoption of a resolution to that effect by a\n\nmajority of the whole board at any meeting called for that purpose,\n\nshall cause notice to be mailed to each shareholder entitled to vote\n\nthereon as of the record date for determining the shareholders\n\nentitled to notice of the meeting of the adoption of the resolution\n\nand of a meeting of shareholders to take action upon the resolution.\n\nB. At the meeting a vote shall be taken upon the proposed\n\ndissolution. If a majority of the outstanding stock of the\n\ncorporation entitled to vote thereon shall vote for the proposed\n\ndissolution, a certificate of dissolution shall be filed with the\n\nSecretary of State pursuant to subsection D of this section.\n\nC. Dissolution of a corporation may also be authorized without\n\naction of the directors if all the shareholders entitled to vote\n\nthereon shall consent in writing and a certificate of dissolution\n\nshall be filed with the Secretary of State pursuant to subsection D\n\nof this section.\n\nD. If dissolution is authorized in accordance with this\n\nsection, a certificate of dissolution shall be executed,\n\nacknowledged and filed, and shall become effective, in accordance\n\nwith Section 1007 of this title. Such certificate of dissolution\n\nshall set forth:\n\n1. The name of the corporation;\n\n2. The date dissolution was authorized;\n\n3. That the dissolution has been authorized by the board of\n\ndirectors and shareholders of the corporation, in accordance with\n\nsubsections A and B of this section, or that the dissolution has\n\nbeen authorized by all of the shareholders of the corporation\n\nentitled to vote on a dissolution, in accordance with subsection C\n\nof this section;\n\n4. The names and addresses of the directors and officers of the\n\ncorporation; and\n\n5. The date of filing of the corporation’s original certificate\n\nof incorporation with the Secretary of State.\n\nE. The resolution authorizing a proposed dissolution may\n\nprovide that notwithstanding authorization or consent to the\n\nproposed dissolution by the shareholders, or the members of a\n\nnonstock corporation pursuant to Section 1097 of this title, the\n\nboard of directors or governing body may abandon such proposed\n\ndissolution without further action by the shareholders or members.\n\nF. If a corporation has included in its certificate of\n\nincorporation a provision limiting the duration of its existence to\n\na specified date in accordance with paragraph 5 of subsection B of\n\nSection 1006 of this title, a certificate of dissolution shall be\n\nexecuted, acknowledged, and filed in accordance with Section 1007 of\n\nthis title within ninety (90) days before such specified date and\n\nshall become effective on such specified date. Such certificate of\n\ndissolution shall set forth:\n\n1. The name of the corporation;\n\n2. The date specified in the corporation’s certificate of\n\nincorporation limiting the duration of its existence;\n\n3. The names and addresses of the directors and officers of the\n\ncorporation; and\n\n4. The date of filing of the corporation’s original certificate\n\nof incorporation with the Secretary of State.\n\nFailure to timely file a certificate of dissolution under this\n\nsubsection with respect to any corporation shall not affect the\n\nexpiration of such corporation’s existence on the date specified in\n\nits certificate of incorporation under paragraph 5 of subsection B\n\nof Section 1006 of this title and shall not eliminate the\n\nrequirement to file a certificate of dissolution as contemplated by\n\nthis subsection. If a certificate of good standing is issued by the\n\nSecretary of State after the date specified in a corporation’s\n\ncertificate of incorporation under paragraph 5 of subsection B of\nh 5 of subsection B\n\nof Section 1006 of this title and shall not eliminate the\n\nrequirement to file a certificate of dissolution as contemplated by\n\nthis subsection. If a certificate of good standing is issued by the\n\nSecretary of State after the date specified in a corporation’s\n\ncertificate of incorporation under paragraph 5 of subsection B of\n\nSection 1006 of this title, such certificate of good standing shall\n\nbe of no force or effect.\n\nG. A corporation shall be dissolved upon the earlier of the\n\ndate specified in such corporation’s certificate of incorporation\n\nunder paragraph 5 of subsection B of Section 1006 of this title or\n\nupon the effectiveness in accordance with Section 1007 of this title\n\nof a certificate of dissolution filed in accordance with this\n\nsection.","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":"e3436390ad03698045cec335bc2b5debb6eb30555af4acd4035b2c4b4b91c287","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1095","next":"us-ok/okla.-stat.-tit.-18-18-1097"},"notice":"GroundRules: Original legal text. Not legal advice."}