2019 Oklahoma Statutes
Title 18. Corporations
§18-1119. Revocation of voluntary dissolution - Restoration of expired certificate of incorporation.

REVOCATION OF VOLUNTARY DISSOLUTION; RESTORATION OF EXPIRED CERTIFICATE OF INCORPORATION

A. At any time prior to the expiration of three (3) years following the dissolution of a corporation pursuant to the provisions of Section 1096 of this title or such longer period as the district court may have directed pursuant to Section 1099 of this title, or, at any time prior to the expiration of three (3) years following the expiration of the time limited for the corporation's existence as provided in its certificate of incorporation or such longer period as the district court may have directed pursuant to the provisions of Section 1099 of this title, a corporation may revoke the dissolution up to that time effected by it or restore its certificate of incorporation after it has expired by its own limitation in the following manner:

1. For purposes of this section, "shareholders" means the shareholders of record on the date the dissolution becomes effective or the date of expiration by limitation;

2. The board of directors shall adopt a resolution recommending that the dissolution be revoked in the case of a dissolution or that the certificate of incorporation be restored in the case of an expiration by limitation and directing that the question of the revocation or restoration be submitted to a vote at a special meeting of shareholders;

3. Notice of the special meeting of shareholders shall be given in accordance with the provisions of Section 1067 of this title to each of the shareholders; and

4. At the meeting a vote of the shareholders shall be taken on a resolution to revoke the dissolution in the case of a dissolution or to restore the certificate of incorporation in the case of an expiration by limitation. If a majority of the stock of the corporation which was outstanding and entitled to vote upon a dissolution at the time of its dissolution, in the case of a revocation of dissolution, or which was outstanding and entitled to vote upon an amendment to the certificate of incorporation to change the period of the corporation's duration at the time of its expiration by limitation, in the case of a restoration, shall be voted for the resolution, a certificate of revocation of dissolution or a certificate of restoration shall be executed, and acknowledged and filed in accordance with the provisions of Section 1007 of this title which shall be specifically designated as a certificate of revocation of dissolution or a certificate of restoration in its heading and shall state:

a.the name of the corporation,

b.the address of the corporation's registered office in this state, which shall be stated in accordance with subsection C of Section 1021 of this title, and the name of its registered agent at such address,

c.the names and respective addresses of its officers,

d.the names and respective addresses of its directors,

e.that a majority of the stock of the corporation which was outstanding and entitled to vote upon a dissolution at the time of its dissolution have voted in favor of a resolution to revoke the dissolution, in the case of a revocation of dissolution, or that a majority of the stock of the corporation which was outstanding and entitled to vote upon an amendment to the certificate of incorporation to change the period of the corporation's duration at the time of its expiration by limitation, in the case of a restoration, have voted in favor of a resolution to restore the certificate of incorporation; or, if it be the fact, that, in lieu of a meeting and vote of shareholders, the shareholders have given their written consent to the revocation or restoration in accordance with the provisions of Section 1073 of this title, and

f.in the case of a restoration, the new specified date limiting the duration of the corporation's existence or that the corporation shall have perpetual existence.

B. Upon the effective time of the filing in the Office of the Secretary of State of the certificate of revocation of dissolution or the certificate of restoration, the revocation of the dissolution or the restoration of the corporation shall become effective and the corporation may again carry on its business.

C. Upon the effectiveness of the revocation of the dissolution or the restoration of the corporation as provided in subsection B of this section , the provisions of Section 1056 of this title shall govern, and the period of time the corporation was in dissolution or was expired by limitation shall be included within the calculation of the thirty-day and thirteen-month periods to which subsection C of Section 1056 of this title refers. An election of directors, however, may be held at the special meeting of shareholders to which subsection A of this section refers, and in that event, that meeting of shareholders shall be deemed an annual meeting of shareholders for purposes of subsection C of Section 1056 of this title.

D. If, after three (3) years from the date upon which the dissolution became effective or after the expiration by limitation, the name of the corporation is unavailable upon the records of the Secretary of State, then, in such case, the corporation shall not be reinstated under the same name which it bore when its dissolution became effective or it expired by limitation, but shall adopt and be reinstated or restored under some other name, and in such case the certificate to be filed pursuant to the provisions of this section shall set forth the name borne by the corporation at the time its dissolution became effective or it expired by limitation and the new name under which the corporation is to be reinstated or restored.

E. Nothing in this section shall be construed to affect the jurisdiction or power of the district court pursuant to the provisions of Section 1100 or 1101 of this title.

F. At any time prior to the expiration of three (3) years following the dissolution of a nonstock corporation pursuant to Section 1097 of this title, or such longer period as the district court may have directed pursuant to Section 1099 of this title, or at any time prior to the expiration of three (3) years following the expiration of the time limited for a nonstock corporation's existence as provided in its certificate of incorporation or such longer period as the district court may have directed pursuant to Section 1099 of this title, a nonstock corporation may revoke the dissolution theretofore effected by it or restore its certificate of incorporation after it has expired by limitation in a manner analogous to that by which the dissolution was authorized or, in the case of a restoration, in the manner in which an amendment to the certificate of incorporation to change the period of the corporation's duration would have been authorized at the time of its expiration by limitation, including:

1. If applicable, a vote of the members entitled to vote, if any, on the dissolution or the amendment; and

2. The filing of a certificate of revocation of dissolution or a certificate of restoration containing information comparable to that required by paragraph 4 of subsection A of this section.

Notwithstanding the foregoing, only this subsection and subsections B, D and E of this section shall apply to nonstock corporations.

G. Any corporation that revokes its dissolution or restores its certificate of incorporation pursuant to this section shall file all annual franchise tax reports that the corporation would have had to file if it had not dissolved or expired and shall pay all franchise taxes that the corporation would have had to pay if it had not dissolved or expired. No payment made pursuant to this subsection shall reduce the amount of franchise tax due for the year in which such revocation or restoration is effected.

Added by Laws 1986, c. 292, § 119, eff. Nov. 1, 1986. Amended by Laws 2004, c. 255, § 30, eff. Nov. 1, 2004; Laws 2017, c. 323, § 30, eff. Nov. 1, 2017.