Bill > HB3498

Introduced Session

An Act relating to business entities; amending 18 O.S. 2021, Section 1001, which relates to the Oklahoma General Corporation Act; updating citation; amending 18 O.S. 2021, Section 1002, which relates to scope of act; clarify jurisdiction under act; including business courts to jurisdiction; amending 18 O.S. 2021, Section 1016, which relates to powers; clarifying powers under the Oklahoma General Corporation Act; authorizing certain contracts with one or more current or prospective shareholders or beneficial owners of stock; limiting contracting power under certain circumstances; providing effect of certain contract terms; permitting submission of matters to shareholder vote; authorizing board of directors to approve certain instruments in final or substantially final form; permitting resolution ratifying instruments; providing for effect of ratification; amending 18 O.S. 2021, Section 1030, which relates to interested parties and controlling shareholder transactions; clarifying validity of acts or transactions between certain interested parties; providing for validity of acts or transaction by controlling shareholders; creating liability for controlling shareholder or member for breach of fiduciary duty under certain circumstances; clarifying effect of validity of acts or transactions; defining terms; amending 18 O.S. 2021, Section 1033, as amended by Section 18, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1033), which relates to issuance of stock; updating language; clarifying amount of minimum consideration; amending 18 O.S. 2021, Section 1034, as amended by Section 19, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1034), which relates to consideration for stock; providing constitutional citation; permitting certain consideration for treasury shares; amending 18 O.S. 2021, Section 1038, as amended by Section 20, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1038), which relates to rights and options respecting stock; clarifying when rights and options may be issued; amending 18 O.S. 2021, Section 1041, as amended by Section 21, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1041), which relates to a corporation's powers; clarifying corporation's ability to resell; amending 18 O.S. 2021, Section 1055.1, which relates to ratification; changing record date to adoption of resolution; updating references; updating requirements for certificate of validation; updating outline; amending 18 O.S. 2021, Section 1065, which relates to inspection of books and records; defining books and records; defining proper purpose; alphabetizing terms; requiring certain conditions for a shareholder to inspect and copy books and records; permitting corporation to impose reasonable restrictions; authoring redaction of books and records; limiting court order production of certain books and records; permitting court ordered production of additional records under certain conditions; authorizing district court to impose reasonable restrictions; amending 18 O.S. 2021, Section 1073, as amended by Section 28, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1073), which relates to consent of shareholders; requiring prompt notice of the taking of action by consent when less than unanimous consent; permitting certain electronic notice; amending 18 O.S. 2021, Section 1075.2, as amended by Section 29, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1075.2), which relates to notice; clarifying effect of notice provided under section; amending 18 O.S. 2021, Section 1077, which relates to amendment of certificate of incorporation; changing outstanding shares to issued shares; moving language concerning a meeting or vote for adoption of certain amendments; clarifying when a meeting or vote for adoption of certain amendments is not required; amending 18 O.S. 2021, Sections 1089 and 1090, which relate to merger, consolidation, and conversion; adding conversion; clarifying actions permitted in order to effect merger, consolidation, or conversion; permitting penalties or consequences provided in certain agreements; authorizing corporation to enforce payment obligations under certain agreements; providing for appointment of representatives; permitting certain agreements to be made depending upon certain facts; amending 18 O.S. 2021, Section 1090.4, as amended by Section 31, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1090.4), which relates to conversion of an entity to a domestic corporation; providing for effective date of certificate of conversion; permitting certain contents in a plan of conversion; authorizing certain corporate action in approved plan of conversion; amending 18 O.S. 2021, Section 1090.5, as amended by Section 32, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025, Section 1090.5), which relates to conversion of domestic corporation to an entity; requiring a plan of conversion be adopted with resolution approving conversion; permitting certain contents in a plan of conversion; providing for amendments to certificate of incorporation of surviving corporation after agreement of merger; excluding certain disclosure documents from merger agreement unless otherwise provided in agreement; amending 18 O.S. 2021, Section 1093, which relates to mortgage or pledge of assets; permitting certain sale, lease, or exchange of property or assets without resolution under certain circumstances; excluding certain sale, lease, or exchange of property or assets from certificate of incorporation requirements; amending 18 O.S. 2021, Section 2001, as amended by Section 2, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025, Section 2001), which relates to Oklahoma Limited Liability Company Act definitions; clarifying jurisdiction under act; including business courts to jurisdiction; updating references; amending Section 17, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025, Section 2054.8), which relates to merger and consolidation of registered series; permitting articles of merger or consolidation to amend and restate articles of registered series of the surviving registered series in its entirety; updating citations; amending Section 18, Chapter 121, O.S.L. 2024 (18 O.S. Supp. 2025, Section 2054.9), which relates to division of limited liability company; permitting articles of division to amend and restate the articles of organization of the surviving company in its entirety; updating citations; providing for codification; and providing an effective date.

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Collin Duel (R)*,  Nick Archer (R),  Brian Hill (R), 

House Commerce & Economic Development Oversight Hearing (10:30:00 2/24/2026 Room 450) (on 02/24/2026)

Official Document