Bill > SB620

Introduced Session

An Act ENROLLED SENATE BILL NO. 620 By: Montgomery of the Senate and Echols and McDugle of the House An Act relating to business entities; amending 18 O.S. 2021, Sections 803, 804, 807, 808, 809, 810, 811, and 815, which relate to the Professional Entity Act; modifying definitions; modifying requirements for formation or qualification of professional entity to render professional services; clarifying requirement for name of domestic professional entity; requiring designation of principal office in qualification instrument; requiring owners of certain professional entity to be licensed or permitted to render certain services; requiring managers of certain professional entity to be licensed or permitted to render certain services; clarifying persons authorized to render certain services for certain professional entity; clarifying professional corporation authorized to purchase or redeem certain shares; amending 18 O.S. 2021, Sections 1004.1, 1006, 1012, 1014, 1014.3, 1022, 1025, 1027, 1031, 1033, 1034, 1038, and 1041, which relate to formation, registered office and agent, directors and officers, and stocks and dividends under the Oklahoma General Corporation Act; updating statutory references; modifying requirements for personal liability of certain directors and officers; authorizing documentation, signature, and delivery of consent by electronic means; allowing adoption of emergency bylaws without quorum; establishing certain emergency powers of directors; clarifying signature requirements for certain documents; removing reference to foreign general partnership; removing requirement for issuance of certain certificate by the Secretary of State; requiring filing of certain consents with minutes of certain proceedings; authorizing indemnification of certain persons for defense of certain claims; defining term; requiring captive insurance to include certain terms; establishing requirements for certain captive insurance policies; construing provisions; authorizing board of directors to delegate authority to enter into transactions to issue stock; authorizing board of directors to delegate disposition of treasury shares in certain manner; authorizing board of directors to delegate authority to issue rights or options to acquire stock; prohibiting shares of capital stock of a corporation to be voted or counted for quorum purposes under certain circumstances; authorizing issuance of new certificates of stock in place of lost, stolen, or destroyed certificates; providing for application to district court to require issuance of certain shares or certificates; amending 18 O.S. 2021, Sections 1057, 1058, 1064, 1067, 1073, 1075.2, 1081, 1090.4, 1090.5, 1091, 1096, 1097, and 1120, which relate to meetings, elections, voting, and notice, merger or consolidation, dissolution and winding up, and revival of certificate of incorporation under the Oklahoma General Corporation Act; authorizing documentation, signature, and delivery of authorization of a proxy by electronic means under certain circumstances; conforming language related to delivery of consent; eliminating requirement for availability of shareholder list for inspection during certain meetings; clarifying calculation of certain time period; authorizing application to district court for examination of shareholder list; establishing burden of proof; authorizing court to issue certain orders; modifying notice requirements for shareholder meetings; conforming language; modifying requirements for documentation, signature, and delivery of consent of shareholders; clarifying validity of consent executed by non-shareholder; authorizing certain reproduction of written consent; clarifying acceptable forms of delivery of written or ENR. S. B. NO. 620 electronic transmissions; authorizing electronic transmission of certain notice; prohibiting electronic transmission of notice under certain circumstances; allowing certain affidavit to be prima facie evidence of certain facts; defining terms; modifying certain exceptions; modifying requirements for organizational documents of surviving entity following merger; requiring certain approvals before certificate of conversion becomes effective; modifying requirement for shareholder approval to a majority of outstanding shares of stock for conversion of corporation to another entity; requiring approval of each shareholder becoming a general partner in conversion to partnership; requiring certificate of conversion to contain certain agreement for enforcement of obligations of converted entity; defining term; prohibiting availability of certain appraisal rights on certain date; modifying requirements to perfect certain appraisal rights; permitting beneficial owner of stock to demand appraisal directly under certain circumstances; modifying procedures for filing petition in district court for determination of value of stock; modifying certain notice requirements; requiring court to determine persons entitled to appraisal; authorizing court to issue certain orders; authorizing order for pro rata share of certain expenses to a shareholder or beneficial owner participating in appraisal proceedings; modifying requirements for dismissal of appraisal proceedings; authorizing reservation of jurisdiction for certain applications to the court; establishing requirements for execution of certain certificate of dissolution of corporation; stating effect of failure to timely file certification of dissolution of corporation; clarifying effective date of dissolution of corporation; establishing requirements for execution of certain certificate of dissolution of nonstock corporation; stating effect of failure to timely file certification of dissolution of nonstock corporation; making language gender neutral; deleting obsolete ENR. S. B. NO. 620 language; updating statutory references; providing for codification; and providing an effective date. SUBJECT: Professional Entity Act

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Jon Echols (R)*,  John Montgomery (R)*,  Kevin McDugle (R), 

Approved by Governor 04/23/2024 (on 04/24/2024)

Official Document