§ 1055.2. Proceedings regarding validity of defective corporate acts and stock
Oklahoma Statutes AnnotatedTitle 18. Corporations
18 Okl.St.Ann. § 1055.2
§ 1055.2. Proceedings regarding validity of defective corporate acts and stock
PROCEEDINGS REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND STOCK
A. Subject to subsection F of this section, upon application by the corporation, any successor entity to the corporation, any member of the board of directors, any record or beneficial holder of valid stock or putative stock, any record or beneficial holder of valid or putative stock as of the time of a defective corporate act ratified pursuant to Section 9 of this act, or any other person claiming to be substantially and adversely affected by a ratification pursuant to Section 9 of this act, the district court may:
1. Determine the validity and effectiveness of any defective corporate act ratified pursuant to Section 9 of this act;1
3. Require measures to remedy or avoid harm to any person substantially and adversely affected by a ratification pursuant to Section 9 of this act or from any order of the court pursuant to this section, excluding any harm that would have resulted if the defective corporate act had been valid when approved or effectuated;
4. Order the Secretary of State to accept an instrument for filing with an effective time specified by the court, which effective time may be prior or subsequent to the time of such order; provided, that the filing date of such instrument shall be determined in accordance with paragraph 4 of subsection C of Section 1007 of Title 18 of the Oklahoma Statutes;
C. Service of the application under subsection A of this section upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the district court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
may be brought after the expiration of one hundred twenty (120) days from the later of the validation effective time and the time notice, if any, that is required to be given pursuant to subsection G of Section 9 of this act is given with respect to such ratification, except that this subsection shall not apply to an action asserting that a ratification was not accomplished in accordance with Section 9 of this act or to any person to whom notice of the ratification was required to have been given pursuant to subsection D or G of Section 9 of this act, but to whom such notice was not given.
Credits
Laws 2017, c. 323, § 10, eff. Nov. 1, 2017.
Footnotes
Title 18, § 1055.1.
18 Okl. St. Ann. § 1055.2, OK ST T. 18 § 1055.2
Current with emergency effective legislation through Chapter 257 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
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