{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1119","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1119","heading":"Revocation of voluntary dissolution - Restoration of","body":"expired certificate of incorporation.\n\nREVOCATION OF VOLUNTARY DISSOLUTION; RESTORATION OF EXPIRED\n\nCERTIFICATE OF INCORPORATION\n\nA. At any time prior to the expiration of three (3) years\n\nfollowing the dissolution of a corporation pursuant to the\n\nprovisions of Section 1096 of this title or such longer period as\n\nthe district court may have directed pursuant to Section 1099 of\n\nthis title, or, at any time prior to the expiration of three (3)\n\nyears following the expiration of the time limited for the\n\ncorporation's existence as provided in its certificate of\n\nincorporation or such longer period as the district court may have\n\ndirected pursuant to the provisions of Section 1099 of this title, a\n\ncorporation may revoke the dissolution up to that time effected by\n\nit or restore its certificate of incorporation after it has expired\n\nby its own limitation in the following manner:\n\n1. For purposes of this section, \"shareholders\" means the\n\nshareholders of record on the date the dissolution becomes effective\n\nor the date of expiration by limitation;\n\n2. The board of directors shall adopt a resolution recommending\n\nthat the dissolution be revoked in the case of a dissolution or that\n\nthe certificate of incorporation be restored in the case of an\n\nexpiration by limitation and directing that the question of the\n\nrevocation or restoration be submitted to a vote at a special\n\nmeeting of shareholders;\n\n3. Notice of the special meeting of shareholders shall be given\n\nin accordance with the provisions of Section 1067 of this title to\n\neach of the shareholders; and\n\n4. At the meeting a vote of the shareholders shall be taken on\n\na resolution to revoke the dissolution in the case of a dissolution\n\nor to restore the certificate of incorporation in the case of an\n\nexpiration by limitation. If a majority of the stock of the\n\ncorporation which was outstanding and entitled to vote upon a\n\ndissolution at the time of its dissolution, in the case of a\n\nrevocation of dissolution, or which was outstanding and entitled to\n\nvote upon an amendment to the certificate of incorporation to change\n\nthe period of the corporation's duration at the time of its\n\nexpiration by limitation, in the case of a restoration, shall be\n\nvoted for the resolution, a certificate of revocation of dissolution\n\nor a certificate of restoration shall be executed, and acknowledged\n\nand filed in accordance with the provisions of Section 1007 of this\n\ntitle which shall be specifically designated as a certificate of\n\nrevocation of dissolution or a certificate of restoration in its\n\nheading and shall state:\n\na. the name of the corporation,\n\nb. the address of the corporation's registered office in\n\nthis state, which shall be stated in accordance with\n\nsubsection C of Section 1021 of this title, and the\n\nname of its registered agent at such address,\n\nc. the names and respective addresses of its officers,\n\nd. the names and respective addresses of its directors,\n\ne. that a majority of the stock of the corporation which\n\nwas outstanding and entitled to vote upon a\n\ndissolution at the time of its dissolution have voted\n\nin favor of a resolution to revoke the dissolution, in\n\nthe case of a revocation of dissolution, or that a\n\nmajority of the stock of the corporation which was\n\noutstanding and entitled to vote upon an amendment to\n\nthe certificate of incorporation to change the period\n\nof the corporation's duration at the time of its\n\nexpiration by limitation, in the case of a\n\nrestoration, have voted in favor of a resolution to\n\nrestore the certificate of incorporation; or, if it be\n\nthe fact, that, in lieu of a meeting and vote of\n\nshareholders, the shareholders have given their\n\nwritten consent to the revocation or restoration in\n\naccordance with the provisions of Section 1073 of this\n\ntitle, and\n\nf. in the case of a restoration, the new specified date\n\nlimiting the duration of the corporation's existence\nresolution to\n\nrestore the certificate of incorporation; or, if it be\n\nthe fact, that, in lieu of a meeting and vote of\n\nshareholders, the shareholders have given their\n\nwritten consent to the revocation or restoration in\n\naccordance with the provisions of Section 1073 of this\n\ntitle, and\n\nf. in the case of a restoration, the new specified date\n\nlimiting the duration of the corporation's existence\n\nor that the corporation shall have perpetual\n\nexistence.\n\nB. Upon the effective time of the filing in the Office of the\n\nSecretary of State of the certificate of revocation of dissolution\n\nor the certificate of restoration, the revocation of the dissolution\n\nor the restoration of the corporation shall become effective and the\n\ncorporation may again carry on its business.\n\nC. Upon the effectiveness of the revocation of the dissolution\n\nor the restoration of the corporation as provided in subsection B of\n\nthis section , the provisions of Section 1056 of this title shall\n\ngovern, and the period of time the corporation was in dissolution or\n\nwas expired by limitation shall be included within the calculation\n\nof the thirty-day and thirteen-month periods to which subsection C\n\nof Section 1056 of this title refers. An election of directors,\n\nhowever, may be held at the special meeting of shareholders to which\n\nsubsection A of this section refers, and in that event, that meeting\n\nof shareholders shall be deemed an annual meeting of shareholders\n\nfor purposes of subsection C of Section 1056 of this title.\n\nD. If, after three (3) years from the date upon which the\n\ndissolution became effective or after the expiration by limitation,\n\nthe name of the corporation is unavailable upon the records of the\n\nSecretary of State, then, in such case, the corporation shall not be\n\nreinstated under the same name which it bore when its dissolution\n\nbecame effective or it expired by limitation, but shall adopt and be\n\nreinstated or restored under some other name, and in such case the\n\ncertificate to be filed pursuant to the provisions of this section\n\nshall set forth the name borne by the corporation at the time its\n\ndissolution became effective or it expired by limitation and the new\n\nname under which the corporation is to be reinstated or restored.\n\nE. Nothing in this section shall be construed to affect the\n\njurisdiction or power of the district court pursuant to the\n\nprovisions of Section 1100 or 1101 of this title.\n\nF. At any time prior to the expiration of three (3) years\n\nfollowing the dissolution of a nonstock corporation pursuant to\n\nSection 1097 of this title, or such longer period as the district\n\ncourt may have directed pursuant to Section 1099 of this title, or\n\nat any time prior to the expiration of three (3) years following the\n\nexpiration of the time limited for a nonstock corporation's\n\nexistence as provided in its certificate of incorporation or such\n\nlonger period as the district court may have directed pursuant to\n\nSection 1099 of this title, a nonstock corporation may revoke the\n\ndissolution theretofore effected by it or restore its certificate of\n\nincorporation after it has expired by limitation in a manner\n\nanalogous to that by which the dissolution was authorized or, in the\n\ncase of a restoration, in the manner in which an amendment to the\n\ncertificate of incorporation to change the period of the\n\ncorporation's duration would have been authorized at the time of its\n\nexpiration by limitation, including:\n\n1. If applicable, a vote of the members entitled to vote, if\n\nany, on the dissolution or the amendment; and\n\n2. The filing of a certificate of revocation of dissolution or\n\na certificate of restoration containing information comparable to\n\nthat required by paragraph 4 of subsection A of this section.\n\nNotwithstanding the foregoing, only this subsection and subsections\n\nB, D and E of this section shall apply to nonstock corporations.\ners entitled to vote, if\n\nany, on the dissolution or the amendment; and\n\n2. The filing of a certificate of revocation of dissolution or\n\na certificate of restoration containing information comparable to\n\nthat required by paragraph 4 of subsection A of this section.\n\nNotwithstanding the foregoing, only this subsection and subsections\n\nB, D and E of this section shall apply to nonstock corporations.\n\nG. Any corporation that revokes its dissolution or restores its\n\ncertificate of incorporation pursuant to this section shall file all\n\nannual franchise tax reports that the corporation would have had to\n\nfile if it had not dissolved or expired and shall pay all franchise\n\ntaxes that the corporation would have had to pay if it had not\n\ndissolved or expired. No payment made pursuant to this subsection\n\nshall reduce the amount of franchise tax due for the year in which\n\nsuch revocation or restoration is effected.","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":"d90afe3a60cf66e424170b50430a038303035c9f6a5fba96cfe1e9672d8244cb","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1118","next":"us-ok/okla.-stat.-tit.-18-18-1120"},"notice":"GroundRules: Original legal text. Not legal advice."}