{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1120","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1120","heading":"Revival of certificate of incorporation","body":"REVIVAL OF CERTIFICATE OF INCORPORATION\n\nA. As used in this section, “certificate of incorporation”\n\nincludes the charter of a corporation organized pursuant to the\n\nprovisions of any law of this state.\n\nB. Any corporation whose certificate of incorporation has\n\nbecome forfeited by law for nonpayment of taxes may at any time\n\nprocure a revival of its certificate of incorporation, together with\n\nall the rights, franchises, privileges and immunities and subject to\n\nall of its duties, debts and liabilities which had been secured or\n\nimposed by its original certificate of incorporation and all\n\namendments thereto. Notwithstanding the foregoing, this section\n\nshall not be applicable to a corporation whose certificate of\n\nincorporation has been revoked or forfeited pursuant to Section 1104\n\nof this title.\n\nC. The revival of the certificate of incorporation may be\n\nprocured as authorized by the board of directors or members of the\n\ngoverning body of the corporation in accordance with subsection H\n\nand by executing, acknowledging and filing a certificate of revival\n\nin accordance with the provisions of Section 1007 of this title.\n\nD. The certificate required by the provisions of subsection C\n\nof this section shall state:\n\n1. The date of filing of the corporation’s original certificate\n\nof incorporation; the name under which the corporation was\n\noriginally incorporated; the name of the corporation at the time its\n\ncertificate of incorporation became forfeited or void pursuant to\n\nthis title; and the new name under which the corporation is to be\n\nrevived to the extent required by subsection F of this section;\n\n2. The address of the corporation’s registered office in this\n\nstate, which shall be stated in accordance with subsection C of\n\nSection 1021 of this title, and the name of its registered agent at\n\nsuch address;\n\n3. That the corporation desiring to be revived and so reviving\n\nits certificate of incorporation was organized pursuant to the laws\n\nof this state;\n\n4. The date when the certificate of incorporation became\n\nforfeited or that the validity of any revival has been brought into\n\nquestion; and\n\n5. That the certificate of revival is filed by authority of the\n\nboard of directors or members of the governing body of the\n\ncorporation as provided for in subsection H of this section.\n\nE. Upon the filing of the certificate in accordance with the\n\nprovisions of Section 1007 of this title, the corporation shall be\n\nrevived with the same force and effect as if its certificate of\n\nincorporation had not become forfeited. Such revival shall validate\n\nall contracts, acts, matters and things made, done and performed\n\nwithin the scope of its certificate of incorporation by the\n\ncorporation, its directors or members of its governing body,\n\nofficers, agents and shareholders or members during the time when\n\nits certificate of incorporation was forfeited, with the same force\n\nand effect and to all intents and purposes as if the certificate of\n\nincorporation had at all times remained in full force and effect.\n\nAll real and personal property, rights and credits, which belonged\n\nto the corporation at the time its certificate of incorporation\n\nbecame forfeited and which were not disposed of prior to the time of\n\nits revival and all real and personal property, rights and credits\n\nacquired by the corporation after its certificate of incorporation\n\nbecame forfeited pursuant to this title shall be vested in the\n\ncorporation, after its revival, as if its certificate of\n\nincorporation had at all times remained in full force and effect,\n\nand the corporation after its revival shall be as exclusively liable\n\nfor all contracts, acts, matters and things made, done or performed\n\nin its name and on its behalf by its directors or members of its\n\ngoverning body, officers, agents and shareholders or members prior\n\nto its revival, as if its certificate of incorporation had at all\nporation had at all times remained in full force and effect,\n\nand the corporation after its revival shall be as exclusively liable\n\nfor all contracts, acts, matters and things made, done or performed\n\nin its name and on its behalf by its directors or members of its\n\ngoverning body, officers, agents and shareholders or members prior\n\nto its revival, as if its certificate of incorporation had at all\n\ntimes remained in full force and effect.\n\nF. If, after three (3) years from the date upon which the\n\ncertificate of incorporation became forfeited for nonpayment of\n\ntaxes, the name of the corporation is unavailable upon the records\n\nof the Secretary of State, then in such case the corporation to be\n\nrevived shall not be revived under the same name which it bore when\n\nits certificate of incorporation became forfeited, or expired but\n\nshall be revived under some other name as set forth in the\n\ncertificate to be filed pursuant to subsection C of this section.\n\nG. Any corporation that revives its certificate of\n\nincorporation pursuant to the provisions of this section shall pay\n\nto this state the amounts provided in Sections 1201 through 1214 of\n\nTitle 68 of the Oklahoma Statutes. No payment made pursuant to this\n\nsubsection shall reduce the amount of franchise tax due pursuant to\n\nthe provisions of Sections 1201 through 1214 of Title 68 of the\n\nOklahoma Statutes for the year in which the revival is effected.\n\nH. For purposes of this section, the board of directors or\n\ngoverning body of the corporation shall be comprised of the persons,\n\nwho, but for the certificate of incorporation having become\n\nforfeited pursuant to this title, would be the duly elected or\n\nappointed directors or members of the governing body of the\n\ncorporation. The requirement for authorization by the board of\n\ndirectors under subsection C of this section shall be satisfied if a\n\nmajority of the directors or members of the governing body then in\n\noffice, even though less than a quorum, or the sole director or\n\nmember of the governing body then in office, authorizes the revival\n\nof the certificate of incorporation of the corporation and the\n\nfiling of the certificate required by subsection C of this section.\n\nIn any case where there shall be no directors of the corporation\n\navailable to revive the certificate of incorporation of the\n\ncorporation, the shareholders may elect a full board of directors,\n\nas provided by the bylaws of the corporation, and the board so\n\nelected may then authorize the revival of the certificate of\n\nincorporation of the corporation and the filing of the certificate\n\nrequired by subsection C of this section. A special meeting of the\n\nshareholders for the purpose of electing directors may be called by\n\nany officer or shareholder upon notice given in accordance with the\n\nprovisions of Section 1067 of this title. For purposes of this\n\nsection, the bylaws shall be the bylaws of the corporation that, but\n\nfor the certificate of incorporation having become forfeited, would\n\nbe the duly adopted bylaws of the corporation.\n\nI. After a revival of the certificate of incorporation of the\n\ncorporation shall have been effected, the provisions of subsection C\n\nof Section 1056 of this title shall govern and the period of time\n\nduring which the certificate of incorporation of the corporation was\n\nforfeited shall be included within the calculation of the thirty-day\n\nand thirteen-month periods to which subsection C of Section 1056 of\n\nthis title refers. A special meeting of shareholders held in\n\naccordance with subsection H of this section shall be deemed an\n\nannual meeting of shareholders for purposes of subsection C of\n\nSection 1056 of this title.\n\nJ. Whenever it shall be desired to revive the certificate of\n\nincorporation of any nonstock corporation, the governing body shall\n\nperform all the acts necessary for the revival of the charter of the\nA special meeting of shareholders held in\n\naccordance with subsection H of this section shall be deemed an\n\nannual meeting of shareholders for purposes of subsection C of\n\nSection 1056 of this title.\n\nJ. Whenever it shall be desired to revive the certificate of\n\nincorporation of any nonstock corporation, the governing body shall\n\nperform all the acts necessary for the revival of the charter of the\n\ncorporation which are performed by the board of directors in the\n\ncase of a corporation having capital stock. In addition, the\n\nmembers of any nonstock corporation who are entitled to vote for the\n\nelection of members of its governing body and any other members\n\nentitled to vote for dissolution under the certificate of\n\nincorporation or the bylaws of such corporation, shall perform all\n\nthe acts necessary for the revival of the certificate of\n\nincorporation of the corporation which are performed by the\n\nshareholders in the case of a corporation having capital stock. In\n\nall other respects, the procedure for the revival of the certificate\n\nof incorporation of a nonstock corporation shall conform, as nearly\n\nas may be applicable, to the procedure prescribed in this section\n\nfor the revival of the certificate of incorporation of a corporation\n\nhaving capital stock; provided, however, subsection I of this\n\nsection shall not apply to nonstock corporations.","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":"b10f76249a6b1dab0c3b0ad688a2f2a9b8d43c5e57c8ad5035e621f6fed77b45","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1119","next":"us-ok/okla.-stat.-tit.-18-18-1121"},"notice":"GroundRules: Original legal text. Not legal advice."}