Section 1096 - Dissolution - ProcedureA. If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice to be mailed to each shareholder entitled to vote thereon as of the record date for determining the shareholders entitled to notice of the meeting of the adoption of the resolution and of a meeting of shareholders to take action upon the resolution.B. At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection D of this section.C. Dissolution of a corporation may also be authorized without action of the directors if all the shareholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection D of this section.D. If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed, acknowledged and filed, and shall become effective, in accordance with Section 1007 of this title. Such certificate of dissolution shall set forth:1. The name of the corporation;2. The date dissolution was authorized;3. That the dissolution has been authorized by the board of directors and shareholders of the corporation, in accordance with subsections A and B of this section, or that the dissolution has been authorized by all of the shareholders of the corporation entitled to vote on a dissolution, in accordance with subsection C of this section;4. The names and addresses of the directors and officers of the corporation; and5. The date of filing of the corporation's original certificate of incorporation with the Secretary of State.E. The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the shareholders, or the members of a nonstock corporation pursuant to Section 1097 of this title, the board of directors or governing body may abandon such proposed dissolution without further action by the shareholders or members.F. If a corporation has included in its certificate of incorporation a provision limiting the duration of its existence to a specified date in accordance with paragraph 5 of subsection B of Section 1006 of this title, a certificate of dissolution shall be executed, acknowledged, and filed in accordance with Section 1007 of this title within ninety (90) days before such specified date and shall become effective on such specified date. Such certificate of dissolution shall set forth:1. The name of the corporation;2. The date specified in the corporation's certificate of incorporation limiting the duration of its existence;3. The names and addresses of the directors and officers of the corporation; and4. The date of filing of the corporation's original certificate of incorporation with the Secretary of State. Failure to timely file a certificate of dissolution under this subsection with respect to any corporation shall not affect the expiration of such corporation's existence on the date specified in its certificate of incorporation under paragraph 5 of subsection B of Section 1006 of this title and shall not eliminate the requirement to file a certificate of dissolution as contemplated by this subsection. If a certificate of good standing is issued by the Secretary of State after the date specified in a corporation's certificate of incorporation under paragraph 5 of subsection B of Section 1006 of this title, such certificate of good standing shall be of no force or effect.
G. A corporation shall be dissolved upon the earlier of the date specified in such corporation's certificate of incorporation under paragraph 5 of subsection B of Section 1006 of this title or upon the effectiveness in accordance with Section 1007 of this title of a certificate of dissolution filed in accordance with this section.Okla. Stat. tit. 18, § 1096
Amended by Laws 2024 , c. 120, s. 34, eff. 11/1/2024.Amended by Laws 2017 , c. 323, s. 28, eff. 11/1/2017.Added by Laws 1986, HB 1979, c. 292, § 96, eff. 11/1/1986; Amended by Laws 1988, HB 1694, c. 323, § 21, eff. 11/1/1988.