Dissolution Dissolve Corporation

An Oklahoma corporation can be dissolved voluntarily or involuntarily.  THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

If a corporation has not issued shares or has not commenced the business, a majority of the incorporators (or, if directors were named in the certificate of incorporation or have been elected, a majority of the directors) may surrender all of the corporation's rights and franchises by filing in the Office of the Secretary of State a certificate of dissolution.  The certificate must be executed and acknowledged by a majority of the incorporators or directors.

The certificate must state that no shares of stock have been issued or that the business of the corporation has not begun; that no part of the capital of the corporation has been paid, or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; that if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; that if the corporation has not begun business but has issued stock certificates all issued stock certificates, if any, have been surrendered and canceled; and that all rights and franchises of the corporation are surrendered.

If the board of directors should determine that the corporation should be dissolved, a majority of the board should adopt a resolution to that effect.  A meeting must be held to consider the resolution of the board and notice of the meeting must be mailed to each shareholder entitled to vote.

At the meeting, if a majority of the outstanding stock of the corporation entitled to vote approves  the proposed dissolution, a certificate of dissolution may be filed with the Secretary of State.

Dissolution may be authorized without action of the directors if all the shareholders entitled to vote consent in writing.

A Certificate of Dissolution must 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; and
4. the names and addresses of the directors and officers of the corporation. Upon a certificate of dissolution becoming effective, the corporation is dissolved.

All dissolved corporations continue in existence for a term of three years from dissolution (or for such longer period as a district court may direct) for the purpose of prosecuting and defending suits and of enabling the corporation to gradually settle and close the corporation's business, to dispose of and convey property, to discharge liabilities, and to distribute to shareholders any remaining assets.  During this period, the corporation may not continue the business for which the corporation was organized.

With respect to any action, suit, or proceeding begun by or against the corporation either prior to or within three years after the date of dissolution, the action does not abate by reason of the expiration or dissolution of the corporation. The corporation, solely for the purpose of such action, suit or proceeding, is continued as a body corporate beyond the three-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by a district court.

After a corporation has been dissolved, the corporation or any successor entity may give notice of the dissolution requiring all persons having a claim against the corporation other than a claim against the corporation in a pending action, suit, or proceeding to which the corporation is a party to present their claims against the corporation in accordance with the notice. The notice shall state: a. that all claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim;
b. the mailing address to which a claim must be sent;
c. the date by which a claim must be received by the corporation or successor entity, which date shall be no earlier than sixty (60) days from the date of the notice; and
d. that the claim will be barred if not received by the deadline;
e. that the corporation or a successor entity may make distributions to other claimants and the corporation's shareholders or persons interested as having been such without further notice to the claimant, and
f. the aggregate amount, on an annual basis, of all distributions made by the corporation to its shareholders for each of the three (3) years prior to the date the corporation dissolved.

The notice must also be published at least once a week for two consecutive weeks in a newspaper of general circulation in the county in which the office of the corporation's last registered agent in this state is located and in the corporation's principal place of business and, in the case of a corporation having Ten Million Dollars ($10,000,000.00) or more in total assets at the time of its dissolution, at least once in an Oklahoma newspaper having a circulation of at least two hundred fifty thousand (250,000).

On or before the date of the first publication of the notice, the corporation must mail a copy of the notice by certified or registered mail, return receipt requested, to each known claimant of the corporation, including persons with claims asserted against the corporation in a pending action, suit, or proceeding to which the corporation is a party.

A claim against the corporation is barred if the claimant who was given actual notice does not present the claim to the dissolved corporation or successor entity by the deadline.

A corporation may reject, in whole or in part, any claim made by a claimant by mailing notice of rejection by certified or registered mail return receipt requested to the claimant within ninety (90) days after receipt of the claim and, in all events, at least one hundred fifty (150) days before the expiration of the statutory period.

The notice of rejection of a claim must state that a rejected claim will be barred if an action, suit, or proceeding with respect to the claim is not commenced within one hundred twenty (120) days of the date of the rejection.  The notice of rejection must include a copy of §§ 1099 through 1100.3 of the Oklahoma General Corporation Act.

A claim against a corporation is barred if a claimant whose claim is rejected does not commence an action, suit, or proceeding with respect to the claim within one hundred twenty (120) days after the mailing of the rejection notice.

A corporation electing to follow the statutory notice procedures must also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that those persons present their claims in accordance with the terms of the notice. "Contractual claims" does not include any implied warranty as to any product manufactured, sold, distributed, or handled by the dissolved corporation. The notice must be in substantially the form, and sent and published in the same manner, as for the notice to creditors.

The corporation must offer any claimant whose claim is contingent, conditional or unmatured, such security as the corporation determines is sufficient to provide compensation to the claimant if the claim matures. The corporation must mail the offer to the claimant by certified or registered mail, return receipt requested, within ninety days of receipt of the claim and, in all events, at least one hundred fifty days before the expiration of the statutory period.

If the claimant offered security does not deliver in writing to the corporation a notice rejecting the offer within one hundred twenty (120) days after receipt of the offer for security, the claimant is deemed to have accepted the security as the sole source from which to satisfy his claim against the corporation.

A corporation which has given notice in accordance with the statutory provisions must petition the district court to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security.

The giving of any notice or making of any offer pursuant to the provisions of this section does not revive any claim then barred or constitute acknowledgment by the corporation that any person to whom the notice is sent is a proper claimant and does not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom the notice is sent.

If there are sufficient assets, claims must be paid in full and any provision for payment must be for payment in full if there are sufficient assets. If there are insufficient assets, claims must be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of assets available for payment.  Any remaining assets must be distributed to the shareholders of the dissolved corporation.  However, this distribution may not be made before the expiration of one hundred fifty (150) days from the date of the last notice of rejections.

In the absence of actual fraud, the judgment of the directors of the dissolved corporation as to the provision made for the payment of all obligations is conclusive.

A dissolved corporation which has not followed the statutory procedures described in the Oklahoma General Corporation Act must, prior to the expiration of the period described in §1099, adopt a plan of distribution pursuant to which the dissolved corporation or successor entity:

Directors of a dissolved corporation are not personally liable to the claimants of the dissolved corporation.

A shareholder of a dissolved corporation the assets of which were distributed pursuant to the Oklahoma General Corporation Act are not liable for any claim against the corporation in an amount in excess of the shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less.

The aggregate liability of any shareholder of a dissolved corporation for claims against the dissolved corporation cannot exceed the amount distributed to the shareholder in dissolution.

When the officers, directors or shareholders of any corporation is liable by the provisions of the Oklahoma General Corporation Act to pay the debts of the corporation, any person to whom they are liable may have an action, at law or in equity, against any one or more of them, and the petition must state the claim against the corporation and the ground on which the plaintiff expects to charge the defendants personally.

No suit may be brought against any officer, director or shareholder for any debt of a corporation of which he is an officer, director or shareholder until judgment is obtained against the corporation and execution thereon returned unsatisfied.

When any officer, director or shareholder pays any debt of a corporation for which he is made liable by the provisions of the Oklahoma General Corporation Act, he may recover the amount paid in an action against the corporation for money paid for its use.  In such action only the property of a corporation is liable to be taken and not the property of any shareholder.

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