{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1100.2","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1100.2","heading":"Payment and distribution to claimants and shareholders","body":"PAYMENT AND DISTRIBUTION TO CLAIMANTS AND SHAREHOLDERS\n\nA. 1. A dissolved corporation or successor entity which has\n\nfollowed the procedures described in Section 1100.1 of this title\n\nshall:\n\na. pay the claims made and not rejected in accordance\n\nwith subsection A of Section 1100.1 of this title,\n\nb. post the security offered and not rejected pursuant to\n\nparagraph 2 of subsection B of Section 1100.1 of this\n\ntitle,\n\nc. post any security ordered by the district court in any\n\nproceeding under subsection C of Section 1100.1 of\n\nthis title, and\n\nd. pay or make provision for all other claims that are\n\nmature, known, and uncontested or that have been\n\nfinally determined to be owing by the corporation or\n\nsuccessor entity.\n\n2. Claims or obligations shall be paid in full and any\n\nprovision for payment shall be made in full if there are sufficient\n\nassets. If there are insufficient assets, the claims and\n\nobligations shall be paid or provided for according to their\n\npriority, and, among claims of equal priority, ratably to the extent\n\nof assets legally available therefor. Any remaining assets shall be\n\ndistributed to the shareholders of the dissolved corporation;\n\nprovided, however, that distribution shall not be made before the\n\nexpiration of one hundred fifty (150) days from the date of the last\n\nnotice of rejections given pursuant to paragraph 3 of subsection A\n\nof Section 1100.1 of this title. In the absence of actual fraud,\n\nthe judgment of the directors of the dissolved corporation or the\n\ngoverning persons of the successor entity as to the provision made\n\nfor the payment of all obligations under subparagraph d of paragraph\n\n1 of this subsection shall be conclusive.\n\nB. A dissolved corporation or successor entity which has not\n\nfollowed the procedures described in Section 1100.1 of this title\n\nshall, prior to the expiration of the period described in Section\n\n1099 of this title, adopt a plan of distribution pursuant to which\n\nthe dissolved corporation or successor entity:\n\n1. Shall pay or make reasonable provision to pay all claims and\n\nobligations, including all contingent, conditional, or unmatured\n\ncontractual claims known to the corporation or the successor entity;\n\n2. Shall make provision as will be reasonably likely to be\n\nsufficient to provide compensation for any claim against the\n\ncorporation which is the subject of a pending action, suit, or\n\nproceeding to which the corporation is a party; and\n\n3. Shall make provision as will be reasonably likely to be\n\nsufficient to provide compensation for claims that have not been\n\nmade known to the corporation or successor entity or that have not\n\narisen 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 ten (10) years after the date\n\nof dissolution. The plan of distribution shall provide that the\n\nclaims shall be paid in full and any provision for payment made\n\nshall be made in full if there are sufficient assets. If there are\n\ninsufficient assets, the plan shall provide that the claims and\n\nobligations shall be paid or provided for according to their\n\npriority and, among claims of equal priority, ratably to the extent\n\nof assets legally available therefor. Any remaining assets shall be\n\ndistributed to the shareholders of the dissolved corporation.\n\nC. Directors of a dissolved corporation or governing persons of\n\na successor entity which has complied with subsection A or B of this\n\nsection shall not be personally liable to the claimants of the\n\ndissolved corporation.\n\nD. As used in this section, the term \"successor entity\" has the\n\nmeaning set forth in subsection E of Section 1100.1 of this title.\n\nE. As used in this section, the term \"priority\" does not refer\n\neither to the order of payments set forth in subparagraphs a through\n\nd of paragraph 1 of subsection A of this section or to the relative\nersonally liable to the claimants of the\n\ndissolved corporation.\n\nD. As used in this section, the term \"successor entity\" has the\n\nmeaning set forth in subsection E of Section 1100.1 of this title.\n\nE. As used in this section, the term \"priority\" does not refer\n\neither to the order of payments set forth in subparagraphs a through\n\nd of paragraph 1 of subsection A of this section or to the relative\n\ntimes at which any claims mature or are reduced to judgment.\n\nF. In the case of a nonprofit nonstock corporation, provisions\n\nof this section regarding distributions to members shall not apply\n\nto the extent that those provisions conflict with any other\n\napplicable law or with that corporation's certificate of\n\nincorporation 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":"b28ff0e6bc2f781b70b20473797e4c0df18499129248d0c50d9d5eb097b48860","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1100.1","next":"us-ok/okla.-stat.-tit.-18-18-1100.3"},"notice":"GroundRules: Original legal text. Not legal advice."}