{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-815","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-815","heading":"Death or disqualification of shareholders - Sole","body":"shareholder - Withdrawal.\n\nA. 1. If the domestic professional entity is a corporation,\n\nthe certificate of incorporation, bylaws or other agreement may\n\nprovide for the purchase or redemption of the shares of any\n\nshareholder upon the death, incapacity, disqualification or ending\n\nof employment of such shareholder. In the absence of a provision in\n\nthe certificate of incorporation, or the bylaws, or other agreement,\n\nthe domestic professional corporation shall purchase the shares of a\n\ndeceased shareholder, a shareholder who is incapacitated or who is\n\nno longer qualified to own shares in such corporation or a\n\nshareholder whose employment has ended, within ninety (90) days\n\nafter such shareholder’s death, incapacity, disqualification or\n\nending of employment, as the case may be.\n\n2. The price for such shares shall be the book value as of the\n\nend of the month immediately preceding such shareholder’s death,\n\nincapacity, disqualification or ending of employment of the\n\nshareholder. Book value shall be determined from the books and\n\nrecords of the domestic professional corporation in accordance with\n\nthe regular method of accounting used by the corporation. If the\n\ncorporation shall fail to purchase the shares by the end of the\n\nninety day period, then the executor or administrator or other\n\npersonal representative of the deceased, incapacitated or\n\ndisqualified shareholder may bring an action in the district court\n\nof the county in which the principal office or place of practice of\n\nthe domestic professional corporation is located for the enforcement\n\nof this provision. If the plaintiff is successful in such action,\n\nhe or she shall be entitled to recover the book value of the shares\n\ninvolved, a reasonable attorney’s fee and costs. The domestic\n\nprofessional corporation shall repurchase such shares without regard\n\nto restrictions upon the repurchase of shares provided for in the\n\nOklahoma General Corporation Act.\n\n3. If there is only one shareholder of a domestic professional\n\ncorporation, and the shareholder dies or becomes incapacitated, the\n\nexecutor or administrator or other personal representative of the\n\nshareholder shall have the authority to sell the shares of capital\n\nstock owned by the shareholder to a qualified purchaser, or to cause\n\na dissolution of the domestic professional corporation as provided\n\nby law. The vesting of ownership of shares of stock in a domestic\n\nprofessional corporation in the executor or administrator or other\n\npersonal representative shall be solely for the purposes set forth\n\nabove and shall not be deemed to contravene any other provisions of\n\nSection 801 et seq. of this title.\n\nB. If the domestic professional entity is a limited partnership\n\nor a limited liability company, an owner’s disqualification shall be\n\ndeemed a withdrawal, and the domestic professional entity shall\n\nrespond to the disqualification as it would any other withdrawal.","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":"683d8fb59b77a8779651d76154eb57ad6adfa95663201f30b1378ae121c69033","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-814","next":"us-ok/okla.-stat.-tit.-18-18-817"},"notice":"GroundRules: Original legal text. Not legal advice."}