{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-438.21","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-438.21","heading":"Dissolution","body":"A. A cooperative which has not commenced business may be\n\ndissolved by delivering to the Secretary of State articles of\n\ndissolution which shall be executed and acknowledged on behalf of\n\nthe cooperative by a majority of the incorporators and which shall\n\nstate:\n\n1. The name of the cooperative;\n\n2. The address of its principal office;\n\n3. That the cooperative has not commenced business;\n\n4. That any sums received by the cooperative, less any part\n\nthereof disbursed for expenses of the cooperative, have been\n\nreturned or paid to those entitled thereto;\n\n5. That no debt of the cooperative is unpaid; and\n\n6. That a majority of the incorporators elect that the\n\ncooperative be dissolved.\n\nB. 1. A cooperative which has commenced business may be\n\ndissolved in the following manner: The proposition to dissolve shall\n\nbe submitted to the members of the cooperative at any annual or\n\nspecial meeting, the notice of which shall set forth such\n\nproposition. The members at any such meeting shall approve, by the\n\naffirmative vote of not less than a majority of all members of the\n\ncooperative, the proposition that the cooperative be dissolved.\n\nUpon such approval, a certificate of election to dissolve\n\n(hereinafter designated the \"certificate\"), executed and\n\nacknowledged on behalf of the cooperative by its president or vice-\n\npresident under its seal, attested by its secretary, and stating:\n\n(a) the name of the cooperative,\n\n(b) the address of its principal office, and\n\n(c) that the members of the cooperative have duly voted that\n\nthe cooperative be dissolved, shall, together with an\n\naffidavit made by its president or vice-president executing\n\nthe certificate, stating that the statements in the\n\ncertificate are true, be submitted to the Secretary of\n\nState for filing.\n\n2. Upon the filing of the certificate and affidavit with the\n\nSecretary of State, the cooperative shall cease to carry on its\n\nbusiness except to the extent necessary for the winding up thereof,\n\nbut its corporate existence shall continue until articles of\n\ndissolution have been filed with the Secretary of State. The board\n\nof trustees shall immediately cause notice of the dissolution\n\nproceedings to be mailed to each known creditor of and claimant\n\nagainst the cooperative and to be published once a week for two (2)\n\nsuccessive weeks in a newspaper of general circulation in the county\n\nin which the principal office of the cooperative is located. The\n\nboard of trustees shall wind up and settle the affairs of the\n\ncooperative, collect sums owing to it, liquidate its property and\n\nassets, pay and discharge its debts, obligations and liabilities,\n\nother than those to patrons arising by reason of their patronage,\n\nand do all other things required to wind up its business, and after\n\npaying or discharging or adequately providing for the payment or\n\ndischarge of all its debts, obligations and liabilities, other than\n\nthose to patrons arising by reason of their patronage, shall\n\ndistribute any remaining sums: first, to shareholders, if any, for\n\nthe pro rata return of the par value of their shares, together with\n\nany accrued dividends; second, to patrons for the pro rata return of\n\nall amounts standing to their credit by reason of their patronage;\n\nand third, to members for the pro rata repayment of membership fees.\n\nAny sums then remaining shall be distributed among its members and\n\nformer members in proportion to their patronage. The board of\n\ntrustees shall thereupon authorize the execution of articles of\n\ndissolution, which shall be executed and acknowledged on behalf of\n\nthe cooperative by its president or vice-president, and its seal\n\nshall be affixed thereto and attested by its secretary. The\n\narticles of dissolution shall recite that they are executed pursuant\n\nto this act and shall state:\n\na. the name of the cooperative,\n\nb. the address of its principal office,\n\nc. the date on which the certificate of election to dissolve\nxecuted and acknowledged on behalf of\n\nthe cooperative by its president or vice-president, and its seal\n\nshall be affixed thereto and attested by its secretary. The\n\narticles of dissolution shall recite that they are executed pursuant\n\nto this act and shall state:\n\na. the name of the cooperative,\n\nb. the address of its principal office,\n\nc. the date on which the certificate of election to dissolve\n\nwas filed with the Secretary of State,\n\nd. that there are no actions or suits pending against the\n\ncooperative,\n\ne. that all debts, obligations and liabilities of the\n\ncooperative have been paid and discharged or that adequate\n\nprovision has been made therefor, and\n\nf. that the preceding provisions of this subsection have been\n\nduly complied with. The president or vice-president\n\nexecuting the articles of dissolution shall make and annex\n\nthereto an affidavit stating that the statements made\n\ntherein are true.","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":"e512531249c4aa0b36aee6594c1c87dd6aa4b13935ba966f457e6ee95e8a6a0b","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-438.20","next":"us-ok/okla.-stat.-tit.-18-18-438.22"},"notice":"GroundRules: Original legal text. Not legal advice."}