{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1097","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1097","heading":"Dissolution of nonstock corporation - Procedure","body":"DISSOLUTION OF NONSTOCK CORPORATION; PROCEDURE\n\nA. Whenever it shall be desired to dissolve any nonstock\n\ncorporation, the governing body shall perform all the acts necessary\n\nfor dissolution which are required by the provisions of Section 1096\n\nof this title to be performed by the board of directors of a\n\ncorporation having capital stock. If the members of a corporation\n\nhaving no capital stock are entitled to vote for the election of\n\nmembers of its governing body or are entitled to vote for\n\ndissolution under the certificate of incorporation or the bylaws of\n\nsuch corporation, they shall perform all the acts necessary for\n\ndissolution which are required by the provisions of Section 1096 of\n\nthis title to be performed by the shareholders of a corporation\n\nhaving capital stock, including dissolution without action of the\n\nmembers of the governing body if all the members of the corporation\n\nentitled to vote thereon shall consent in writing and a certificate\n\nof dissolution shall be filed with the Secretary of State pursuant\n\nto subsection D of Section 1096 of this title. If there is no\n\nmember entitled to vote thereon, the dissolution of the corporation\n\nshall be authorized at a meeting of the governing body, upon the\n\nadoption of a resolution to dissolve by the vote of a majority of\n\nmembers of its governing body then in office. In all other\n\nrespects, the method and proceedings for the dissolution of a\n\nnonstock corporation shall conform as nearly as may be to the\n\nproceedings prescribed by the provisions of Section 1096 of this\n\ntitle for the dissolution of corporations having capital stock.\n\nB. If a nonstock corporation has not commenced the business for\n\nwhich the corporation was organized, a majority of the governing\n\nbody or, if none, a majority of the incorporators may surrender all\n\nof the corporation rights and franchises by filing in the Office of\n\nthe Secretary of State a certificate, executed and acknowledged by a\n\nmajority of the incorporators or governing body, conforming as\n\nnearly as may be to the certificate prescribed by Section 1095 of\n\nthis title.\n\nC. If a nonstock 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 include the information required by Section 1096\n\nof this title. Failure to timely file a certificate of dissolution\n\nunder this subsection with respect to any nonstock corporation shall\n\nnot affect the expiration of such corporation’s existence on the\n\ndate specified in its certificate of incorporation under paragraph 5\n\nof subsection B of Section 1006 of this title and shall not\n\neliminate the requirement to file a certificate of dissolution as\n\ncontemplated by this subsection. If a certificate of good standing\n\nis issued by the Secretary of State after the date specified in a\n\nnonstock corporation’s certificate of incorporation under paragraph\n\n5 of subsection B of Section 1006 of this title, such certificate of\n\ngood standing shall be of no force or effect.","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":"6d65d2e10de05882051be7ad806a854d90e91f1bd6b4415ccc3d8de6b6d3b524","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1096","next":"us-ok/okla.-stat.-tit.-18-18-1099"},"notice":"GroundRules: Original legal text. Not legal advice."}