{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1100.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1100.1","heading":"Notice to claimants - Filing of claims","body":"NOTICE TO CLAIMANTS; FILING OF CLAIMS\n\nA. 1. After a corporation has been dissolved in accordance\n\nwith the procedures set forth in the Oklahoma General Corporation\n\nAct, the corporation or any successor entity may give notice of the\n\ndissolution requiring all persons having a claim against the\n\ncorporation other than a claim against the corporation in a pending\n\naction, suit, or proceeding to which the corporation is a party to\n\npresent their claims against the corporation in accordance with the\n\nnotice. The notice shall state:\n\na. that all such claims must be presented in writing and\n\nmust contain sufficient information reasonably to\n\ninform the corporation or successor entity of the\n\nidentity of the claimant and the substance of the\n\nclaim,\n\nb. the mailing address to which a claim must be sent,\n\nc. the date by which a claim must be received by the\n\ncorporation or successor entity, which date shall be\n\nno earlier than sixty (60) days from the date of the\n\nnotice,\n\nd. that the claim will be barred if not received by the\n\ndate referred to in subparagraph c of this paragraph,\n\ne. that the corporation or a successor entity may make\n\ndistributions to other claimants and the corporation's\n\nshareholders or persons interested as having been such\n\nwithout further notice to the claimant, and\n\nf. the aggregate amount, on an annual basis, of all\n\ndistributions made by the corporation to its\n\nshareholders for each of the three (3) years prior to\n\nthe date the corporation dissolved.\n\n2. The notice shall also be published at least once a week for\n\ntwo (2) consecutive weeks in a newspaper of general circulation in\n\nthe county in which the office of the corporation's last registered\n\nagent in this state is located and in the corporation's principal\n\nplace of business and, in the case of a corporation having Ten\n\nMillion Dollars ($10,000,000.00) or more in total assets at the time\n\nof its dissolution, at least once in an Oklahoma newspaper having a\n\ncirculation of at least two hundred fifty thousand (250,000). On or\n\nbefore the date of the first publication of the notice, the\n\ncorporation or successor entity shall mail a copy of the notice by\n\ncertified or registered mail, return receipt requested, to each\n\nknown claimant of the corporation, including persons with claims\n\nasserted against the corporation in a pending action, suit, or\n\nproceeding to which the corporation is a party.\n\n3. Any claim against the corporation required to be presented\n\npursuant to this subsection is barred if a claimant who was given\n\nactual notice under this subsection does not present the claim to\n\nthe dissolved corporation or successor entity by the date referred\n\nto in subparagraph c of paragraph 1 of this subsection.\n\n4. A corporation or successor entity may reject, in whole or in\n\npart, any claim made by a claimant pursuant to this subsection by\n\nmailing notice of rejection by certified or registered mail return\n\nreceipt requested to the claimant within ninety (90) days after\n\nreceipt of the claim and, in all events, at least one hundred fifty\nreferred\n\nto in subparagraph c of paragraph 1 of this subsection.\n\n4. A corporation or successor entity may reject, in whole or in\n\npart, any claim made by a claimant pursuant to this subsection by\n\nmailing notice of rejection by certified or registered mail return\n\nreceipt requested to the claimant within ninety (90) days after\n\nreceipt of the claim and, in all events, at least one hundred fifty\n\n(150) days before the expiration of the period described in Section\n\n1099 of this title; provided, however, that in the case of a claim\n\nfiled pursuant to Section 1110 of this title against a corporation\n\nor successor entity for which a receiver or trustee has been\n\nappointed by the district court, the time period shall be as\n\nprovided in Section 1111 of this title, and the thirty-day appeal\n\nperiod provided for in Section 1111 of this title shall be\n\napplicable. A notice sent by a corporation or successor entity\n\npursuant to this subsection shall state that any claim rejected will\n\nbe barred if an action, suit, or proceeding with respect to the\n\nclaim is not commenced within one hundred twenty (120) days of the\n\ndate thereof, and shall be accompanied by a copy of Sections 1099\n\nthrough 1100.3 of this title, and, in the case of a notice sent by a\n\ncourt-appointed receiver or trustee for a claim filed pursuant to\n\nSection 1110 of this title, the notice shall be accompanied by\n\ncopies of Sections 1110 and 1111 of this title.\n\n5. A claim against a corporation is barred if a claimant whose\n\nclaim is rejected pursuant to paragraph 4 of this subsection does\n\nnot commence an action, suit, or proceeding with respect to the\n\nclaim within one hundred twenty (120) days after the mailing of the\n\nrejection notice.\n\nB. 1. A corporation or successor entity electing to follow the\n\nprocedures described in subsection A of this section shall also give\n\nnotice of the dissolution of the corporation to persons with\n\ncontractual claims contingent upon the occurrence or nonoccurrence\n\nof future events or otherwise conditional or unmatured, and request\n\nthat those persons present their claims in accordance with the terms\n\nof the notice. As used in this section and Section 1100.2 of this\n\ntitle, the term \"contractual claims\" shall not include any implied\n\nwarranty as to any product manufactured, sold, distributed, or\n\nhandled by the dissolved corporation. The notice shall be in\n\nsubstantially the form, and sent and published in the same manner,\n\nas described in paragraph 1 of subsection A of this section.\n\n2. The corporation or successor entity shall offer any claimant\n\non a contract whose claim is contingent, conditional, or unmatured,\n\nthe security that the corporation or successor entity determines is\n\nsufficient to provide compensation to the claimant if the claim\n\nmatures. The corporation or successor entity shall mail the offer\n\nto the claimant by certified or registered mail, return receipt\n\nrequested, within ninety (90) days of receipt of the claim and, in\n\nall events, at least one hundred fifty (150) days before the\n\nexpiration of the period described in Section 1099 of this title.\n\nIf the claimant offered the security does not deliver in writing to\n\nthe corporation or successor entity a notice rejecting the offer\n\nwithin one hundred twenty (120) days after receipt of the offer for\n\nsecurity, the claimant shall be deemed to have accepted the security\n\nas the sole source from which to satisfy his or her claim against\n\nthe corporation.\n\nC. 1. A corporation or successor entity which has given notice\n\nin accordance with subsection A of this section shall petition the\n\ndistrict court to determine the amount and form of security that\n\nwill be reasonable likely to be sufficient to provide compensation\n\nfor any claim against the corporation which is the subject of a\n\npending action, suit, or proceeding to which the corporation is a\n82\n\nC. 1. A corporation or successor entity which has given notice\n\nin accordance with subsection A of this section shall petition the\n\ndistrict court to determine the amount and form of security that\n\nwill be reasonable likely to be sufficient to provide compensation\n\nfor any claim against the corporation which is the subject of a\n\npending action, suit, or proceeding to which the corporation is a\n\nparty other than a claim barred pursuant to subsection A of this\n\nsection.\n\n2. A corporation or successor entity which has given notice in\n\naccordance with subsections A and B of this section shall petition\n\nthe district court to determine the amount and form of security that\n\nwill be sufficient to provide compensation to any claimant who has\n\nrejected the offer for security made pursuant to paragraph 2 of\n\nsubsection B of this section.\n\n3. A corporation or successor entity which has given notice in\n\naccordance with subsection A of this section shall petition the\n\ndistrict court to determine the amount and form of security which\n\nwill be reasonably likely to be sufficient to provide compensation\n\nfor claims that have not been made known to the corporation or that\n\nhave not arisen but that, based on facts known to the corporation or\n\nsuccessor entity, are likely to arise or to become known to the\n\ncorporation or successor entity within five (5) years after the date\n\nof dissolution or a longer period of time as the district court may\n\ndetermine not to exceed ten (10) years after the date of\n\ndissolution. The district court may appoint a guardian ad litem in\n\nrespect of any such proceeding brought under this subsection. The\n\nreasonable fees and expenses of the guardian, including all\n\nreasonable expert witness fees, shall be paid by the petitioner in\n\nthe proceeding.\n\nD. The giving of any notice or making of any offer pursuant to\n\nthe provisions of this section shall not revive any claim then\n\nbarred or constitute acknowledgment by the corporation or successor\n\nentity that any person to whom the notice is sent is a proper\n\nclaimant and shall not operate as a waiver of any defense or\n\ncounterclaim in respect of any claim asserted by any person to whom\n\nthe notice is sent.\n\nE. As used in this section, the term \"successor entity\" shall\n\ninclude any trust, receivership, or other legal entity governed by\n\nthe laws of this state to which the remaining assets and liabilities\n\nof a dissolved corporation are transferred and which exists solely\n\nfor the purposes of prosecuting and defending suits, by or against\n\nthe dissolved corporation, enabling the dissolved corporation to\n\nsettle and close the business of the dissolved corporation, to\n\ndispose of and convey the property of the dissolved corporation, to\n\ndischarge the liabilities of the dissolved corporation, and to\n\ndistribute to the dissolved corporation's shareholders any remaining\n\nassets, but not for the purpose of continuing the business for which\n\nthe dissolved corporation was organized.\n\nF. In the case of a nonstock corporation, any notice referred\n\nto in the last sentence of paragraph 4 of subsection A of this\n\nsection shall include a copy of Section 1 of this act. In the case\n\nof a nonprofit nonstock corporation, provisions of this section\n\nregarding distributions to members shall not apply to the extent\n\nthat those provisions conflict with any other applicable law or with\n\nthat corporation's certificate of incorporation or bylaws.","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":"0ed11aea262f98e708eee27f1eaed60c883ff4d52cd098e2834a286103cafdd5","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1100","next":"us-ok/okla.-stat.-tit.-18-18-1100.2"},"notice":"GroundRules: Original legal text. Not legal advice."}