CORPORATE DISSOLUTION
OKLAHOMA
Electronic Version
STATUTORY REFERENCE
OKLAHOMA STATUTES, §§ 1001 through 1144 (Oklahoma General Corporation Act)
INTRODUCTION AND LAW SUMMARY
An Oklahoma corporation can be dissolved voluntarily or involuntarily. THIS FORM
PACKAGE 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.
STEPS AND GUIDELINES TO DISSOLVE A
OKLAHOMA CORPORATION
Step 1: SEE FORM 1 - CERTIFICATE OF DISSOLUTION
If the corporation has not issued stock or has not commenced business, then this
form should be completed as follows (If the corporation has issued stock or
commenced business, go to Step 2.):
1. Provide the name of the corporation.
2. Provide the date of incorporation.
3. Provide the name of the registered agent and the address of the corporation's
registered office in Oklahoma.
4. Check the applicable statement.
5. Check the applicable statement.
6. Check the applicable statement.
7. There is nothing to add to this section.
8. Date the Certificate and provide the signatures and printed names and titles of
a majority of the incorporators or directors.
6. The filing fee is $50.00.
7. File the original and one copy.
Mail the original and one copy of the CERTIFICATE OF DISSOLUTION, and
the filing fee (make check payable to the Oklahoma Secretary of State), to:
Secretary of State
2300 North Lincoln Boulevard
Room 101, State Capitol Building
Oklahoma City, OK 73105-4897
Telephone: 405-522-4560
A cover letter to send with CERTIFICATE OF DISSOLUTION is included in this
packet.
SEE FORM 2 - TRANSMITTAL LETTER
Step 2: If the corporation has issued stock or has commenced business, follow the
following procedures:
1. Have the Board adopt a resolution recommending the dissolution of the
corporation to the shareholders
SEE FORM A - RESOLUTION OF DIRECTORS
2. Mail a Notice of Special Meeting to EVERY shareholder.
SEE FORM B - NOTICE OF SPECIAL MEETING
3. At the special Meeting the shareholders must approve the resolution. In the
alternative, the shareholders can sign a Written Consent.
SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS
Step 3: SEE FORM 3 - CERTIFICATE OF DISSOLUTION
If the corporation has issued stock or has commenced business, then this form
should be completed as follows:
1. Provide the name of the corporation.
2. Provide the date of incorporation.
3. Provide the name of the registered agent and the address of the corporation's
registered office in Oklahoma.
4. Provide the date the dissolution was authorized.
5. Check the applicable statement.
6. Provide the names and addresses of all corporate officers.
7. Provide the names and addresses of all corporate directors, if any.
8. Date the Certificate and provide the signature and printed name and title of the
individual authorized to execute the Certificate on behalf of the corporation.
9. Have the signor's signature attested, providing the required signature, title, and
printed name.
10. The filing fee is $50.00.
11. File the original and one copy.
Mail the original and one copy of the CERTIFICATE OF DISSOLUTION, and
the filing fee (make check payable to the Oklahoma Secretary of State), to:
Secretary of State
2300 North Lincoln Boulevard
Room 101, State Capitol Building
Oklahoma City, OK 73105-4897
Telephone: 405-522-4560
A cover letter to send with CERTIFICATE OF DISSOLUTION is included in this
packet.
SEE FORM 2 - TRANSMITTAL LETTER
Step 3: Once the corporation has been dissolved, in order to dispose of or limit all claims
against the corporation, you must complete the dissolution by doing the following
(See introduction above for details regarding these requirements ) :
1. You MUST mail a notice to all known claimants, including claimant who
might have contingent, conditional, or unmatured claims. This notice must be
mailed by certified or registered mail, return receipt requested.
SEE FORM 4 .
2. You must publish a notice to unknown claimants in order to eliminate any
potential liability from this source.
SEE FORM 5.
3. SEE FORM 6 - NOTICE OF REJECTION OF CLAIM.
This notice must be mailed by certified or registered mail, return receipt
requested
Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained
herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORM A
RESOLUTION OF DIRECTORS
RESOLUTION OF THE DIRECTORS
OF
PROGRESSIVE FIRE & SECURITY SYSTEMS, INC.
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of
Progressive Fire & Security Systems, Inc. , an Oklahoma corporation, upon motion duly made
and seconded, the following resolution was adopted by a majority of the Directors present in
person entitled to vote thereon:
RESOLVED by the Directors of the Corporation as follows:
That all appropriate steps be taken to dissolve the corporation forthwith.
Dated this the ______ day of _____________________________, 20___.
_____________________________________
Director
_____________________________________
Director
_____________________________________
Director
Attest:
_____________________________________
Secretary
FORM B
NOTICE OF SPECIAL MEETING
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF
PROGRESSIVE FIRE & SECURITY SYSTEMS, INC.
Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of
Progressive Fire & Security Systems, Inc. , an Oklahoma corporation is called for the ______ day
of ____________, 20__, at ______ ___.m., to be held at the following address:
___________________________________________
___________________________________________
___________________________________________
The Purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve
Corporation heretofore adopted by the Board of Directors.
This Notice given on this the _________ day of ___________, 20___, by the Secretary of the
Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this
Notice to the address of each shareholder on the records of the Corporation at least 10 days prior
to such special meeting.
__________________________
Secretary
FORM C
WRITTEN CONSENT OF THE
STOCKHOLDERS
WRITTEN CONSENT OF THE STOCKHOLDERS
OF
PROGRESSIVE FIRE & SECURITY SYSTEMS, INC.
The undersigned, being all the shareholders of Progressive Fire & Security Systems, Inc. , an
Oklahoma corporation, hereby consent to the dissolution of the corporation.
Dated this the ______ day of ______________________________, 20___.
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
FORM 1
CERTIFICATE OF DISSOLUTION
(prior to beginning business or issuing shares)
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/OK/OK-Diss-initial.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
Fill out this form, and mail it in as directed.
FORM 2
TRANSMITTAL LETTER
Return Name and Address
Date
Secretary of State
2300 North Lincoln Boulevard
Room 101, State Capitol Building
Oklahoma City, OK 73105-4897
Re: Certificate of Dissolution
Dear Sir:
Enclosed please find an original and one copy of a Certificate of Dissolution along with the
filing fee of $50.00.
Please file and provide a filed copy to me.
Please contact me at the above address if you require anything further.
With kindest regards, I am
Sincerely yours,
__________________________
Signature
Enclosures
Check # __________ Enclosed for $___________
FORM 3
CERTIFICATE OF DISSOLUTION
(after beginning business or issuing shares)
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/OK/OK-Diss.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
Fill out this form, and mail it in as directed.
FORM 4
NOTICE OF DISSOLUTION AND
REQUEST FOR CLAIMS
(For Mailing and Publication)
NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A
CORPORATION AND A REQUEST FOR CLAIMS
Notice is given that a Certificate of Dissolution to dissolve Progressive Fire & Security Systems,
Inc. , an Oklahoma corporation with its office at PO Box 14905, Oklahoma City, OK, 73113 , has
been filed with the Secretary of State in accordance with the laws of the Oklahoma General
Corporation Act.
The corporation requests that all Claimants against the corporation provide written proof of their
claims to the corporation at the following address:
Progressive Fire & Security Systems, Inc.
PO Box 14905, Oklahoma City, OK, 73113
All claims must be in writing and must contain sufficient information reasonably to inform the
corporation of the identity of the claimant and the substance of the claim.
All claims must be received by _________________________________________ (this date can
be no earlier than 60 days from the date of this notice). All claims will be barred if not received
by this date.
The corporation may make distributions to other claimants and shareholders or other persons
without further notice.
The aggregate amount of all distributions made by the corporation to its shareholders for the
three years prior to dissolution are: _________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
DATE OF NOTICE: ______________________________
BY: _________________________________________
Name and Title
FORM 5
NOTICE OF REJECTION OF CLAIM
NOTICE OF REJECTION OF CLAIM
You are hereby notified that on the _____day of _____________________________, 20 _____,
Progressive Fire & Security Systems, Inc. , an Oklahoma corporation, rejected all or part of the
claim you submitted to the corporation.
_____ALL OF YOUR CLAIM WAS REJECTED.
_____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was
rejected is:
______________________________________________________________________________
______________________________________________________________________________
That part of your claim which is rejected will be barred if an action, suit, or proceeding is
not commenced within 120 days of the date of this rejection.
SEE ATTACHED COPY OF §§ 1099 THROUGH 1100.3 OF THE OKLAHOMA
GENERAL CORPORATION ACT.
Name of Corporation: Progressive Fire & Security Systems, Inc.
By: _________________________________________________________________________
Title: ___________________________________ Date: _______________________________
ATTACHMENT
§ 1099 . Continuation of Corporation after Dissolution for Purposes of Suit and Winding Up
Affairs
Cite as: 18 O.S. § 1099 (OSCN 2002), Oklahoma General Corporation Act
All corporations, whether they expire by their own limitation or are otherwise dissolved, nevertheless shall be
continued, for the term of three (3) years from such expiration or dissolution or for such longer period as the
district court shall in its discretion direct, bodies corporate for the purpose of prosecuting and defending suits,
whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close
their business, to dispose of and convey their property, to discharge their liabilities, and to distribute to their
shareholders any remaining assets, but not for the purpose of continuing 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 (3) years after the date of its expiration or dissolution, the action shall not abate
by reason of the expiration or dissolution of the corporation. The corporation, solely for the purpose of such
action, suit or proceeding, shall be 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 the district court.
§ 1100.1 . Notice to Claimants; Filing of Claims
Cite as: 18 O.S. § 1100.1 (OSCN 2002), Oklahoma General Corporation Act
A. 1. After a corporation has been dissolved in accordance with the procedures set forth in the Oklahoma
General Corporation Act, 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 such 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 date referred to in
subparagraph c of this paragraph,
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.
2. The notice shall also be published at least once a week for two (2) 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 or successor entity shall 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.
3. Any claim against the corporation required to be presented pursuant to the subsection is
barred if the claimant who was given actual notice under the subsection does not present the
claim to the dissolved corporation or successor entity by the date referred to in subparagraph c of
paragraph 1 of this subsection.
4. A corporation or successor entity may reject, in whole or in part, any claim made by a claimant
pursuant to this subsection 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 period described in
Section 1099 of Title 18 of the Oklahoma Statutes; provided, however, that in the case of a claim
filed pursuant to Section 1110 of this title against a corporation or successor entity for which a
receiver or trustee has been appointed by the district court, the time period shall be as provided
for in Section 1111 of this title, and the thirty-day appeal period provided for in Section 1111 of
this title shall be applicable. A notice sent by a corporation or successor entity pursuant to this
subsection shall state that any claim rejected 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 thereof,
and shall be accompanied by a copy of Sections 1099 through 1100.3 of this title, and, in the case
of a notice sent by a court-appointed receiver or trustee for a claim filed pursuant to Section
1110 of this title, the notice shall be accompanied by copies of Sections 1110 and 1111 of this
title.
5. A claim against a corporation is barred if a claimant whose claim is rejected pursuant to
paragraph 4 of this subsection 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.
B. 1. A corporation or successor entity electing to follow the procedures described in subsection A of this
section shall 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. As used in this section and
Section 1100.2 of this title, the term "contractual claims" shall not include any implied warranty as to any
product manufactured, sold, distributed, or handled by the dissolved corporation. The notice shall be in
substantially the form, and sent and published in the same manner, as described in paragraph 1 of subsection A
of this section.
2. The corporation or successor entity shall offer any claimant whose claim is contingent,
conditional or unmatured, such security as the corporation or successor entity determines is
sufficient to provide compensation to the claimant if the claim matures. The corporation or
successor entity shall mail the offer to the claimant by certified or registered mail, return
receipt requested, within ninety (90) days of receipt of the claim and, in all events, at least one
hundred fifty (150) days before the expiration of the period described in Section 1099 of this title.
If the claimant offered tge security does not deliver in writing to the corporation or successor
entity a notice rejecting the offer within one hundred twenty (120) days after receipt of the offer
for security, the claimant shall be deemed to have accepted the security as the sole source from
which to satisfy his claim against the corporation.
C. 1. A corporation or successor entity which has given notice in accordance with subsection A of this section
shall petition the district court to determine the amount and form of security that will be reasonable likely to be
sufficient to provide compensation for any claim against the corporation which is the subject of a pending action,
suit, or proceeding to which the corporation is a party other than a claim barred pursuant to subsection A of this
section.
2. A corporation or successor entity which has given notice in accordance with subsections A
and B of this section shall 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 made pursuant to paragraph 2 of subsection B of this section.
3. A corporation or successor entity which has given notice in accordance with subsection A of
this section shall petition the district court to determine the amount and form of security which
will be reasonably likely to be sufficient to provide compensation for claims that have not been
made known to the corporation or that have not arisen but that, based on facts known to the
corporation or successor entity, are likely to arise or to become known to the corporation or
successor entity within five (5) years after the date of dissolution or a longer period of time as the
district court may determine not to exceed ten (10) years after the date of dissolution. The
district court may appoint a guardian ad litem in respect of any such proceeding brought under
this subsection. The reasonable fees and expenses of the guardian, including all reasonable
expert witness fees, shall be paid by the petitioner in the proceeding.
D. The giving of any notice or making of any offer pursuant to the provisions of this section shall not revive any
claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom
the notice is sent is a proper claimant and shall 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.
E. As used in this section, the term "successor entity" shall include any trust, receivership or other legal entity
governed by the laws of this state to which the remaining assets and liabilities of a dissolved corporation are
transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the
dissolved corporation, enabling the dissolved corporation to settle and close the business of the dissolved
corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the
dissolved corporation, and to distribute to the dissolved corporation's shareholders any remaining assets, but
not for the purpose of continuing the business for which the dissolved corporation was organized.
§ 1100.2 . Payment and Distribution to Claimants and Shareholders
Cite as: 18 O.S. § 1100.2 (OSCN 2002), Oklahoma General Corporation Act
A. 1. A dissolved corporation or successor entity which has followed the procedures described in Section 1100.1
of this title:
a. pay the claims made and not rejected in accordance with subsection A of Section
1100.1 of this title;
b. post the security offered and not rejected pursuant to paragraph 2 of subsection
B of Section 1100.1 of this title;
c. post any security ordered by the district court in any proceeding under
subsection C of Section 1100.1 of this title; and
d. pay or make provision for all other claims that are mature, known, and
uncontested or that have been finally determined to be owing by the corporation or
successor entity.
2. Claims or obligations shall be paid in full and any provision for payment shall be made in full if
there are sufficient assets. If there are insufficient assets, the claims and obligations shall be
paid or provided for according to their priority, and, among claims of equal priority, ratably to the
extent of assets legally available therefor. Any remaining assets shall be distributed to the
shareholders of the dissolved corporation; provided, however, that such distribution shall not be
made before the expiration of one hundred fifty (150) days from the date of the last notice of
rejections given pursuant to paragraph 3 of subsection A of Section 1100.1 of this title. In the
absence of actual fraud, the judgment of the directors of the dissolved corporation or the
governing persons of the successor entity as to the provision made for the payment of all
obligations under paragraph 4 of this subsection shall be conclusive.
B. A dissolved corporation or successor entity which has not followed the procedures described in Section
1100.1 of this title shall, prior to the expiration of the period described in Section 1099 of this title, adopt a plan
of distribution pursuant to which the dissolved corporation or successor entity:
1. Shall pay or make reasonable provision to pay all claims and obligations, including all
contingent, conditional, or unmatured contractual claims known to the corporation or the
successor entity;
2. Shall make provision as will be reasonably likely to be sufficient to provide compensation for
any claim against the corporation which is the subject of a pending action, suit, or proceeding to
which the corporation is a party; and
3. Shall make provision as will be reasonably likely to be sufficient to provide compensation for
claims that have not been made known to the corporation or successor entity or that have not
arisen but that, based on facts known to the corporation or successor entity, are likely to arise or
become known to the corporation or successor entity within ten (10) years after the date of
dissolution. The plan of distribution shall provide that the claims shall be paid in full and any
provision for payment made shall be made in full if there are sufficient assets. If there are
insufficient assets, the plan shall provide that the claims and obligations shall be paid or provided
for according to their priority and, among claims of equal priority, ratably to the extent of assets
legally available therefor. Any remaining assets shall be distributed to the shareholders of the
dissolved corporation.
C. Directors of a dissolved corporation or governing persons of a successor entity which has complied with
subsection A or B of this section shall not be personally liable to the claimants of the dissolved corporation.
D. As used in this section, the term "successor entity" has the meaning set forth in subsection E of Section
1100.1 of this title.
E. As used in this section, the term "priority" does not refer either to the order of payments set forth in
paragraphs 1 through 4 of subsection A of this section or to the relative times at which any claims mature or
are reduced to judgment.
§ 1100.3 . Liability of Shareholders of Dissolved Corporations
Cite as: 18 O.S. § 1100.3 (OSCN 2002), Oklahoma General Corporation Act
A. A shareholder of a dissolved corporation the assets of which were distributed pursuant to subsection A or B
of Section 1100.2 of this title shall not be 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 so distributed to the shareholder, whichever is less.
B. A shareholder of a dissolved corporation the assets of which were distributed pursuant to subsection A of
Section 1100.2 of this title shall not be liable for any claim against the corporation on which an action, suit or
proceeding is not begun prior to the expiration of the period described in Section 1099 of this title.
C. The aggregate liability of any shareholder of a dissolved corporation for claims against the dissolved
corporation shall not exceed the amount distributed to the shareholder in dissolution.
