Okla. Stat. tit. 18, § 18-1100.1

NOTICE TO CLAIMANTS; FILING OF CLAIMS

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

Oklahoma Statutes - Title 18. Corporations Page 480

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,

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 this subsection is barred if a claimant who was given

actual notice under this 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
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

Oklahoma Statutes - Title 18. Corporations Page 481

1099 of this title; 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 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

on a contract whose claim is contingent, conditional, or unmatured,

the security that 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 the 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 or her claim against

the corporation.

Oklahoma Statutes - Title 18. Corporations Page 482

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
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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

Oklahoma Statutes - Title 18. Corporations Page 483

assets, but not for the purpose of continuing the business for which

the dissolved corporation was organized.

F. In the case of a nonstock corporation, any notice referred

to in the last sentence of paragraph 4 of subsection A of this

section shall include a copy of Section 1 of this act. In the case

of a nonprofit nonstock corporation, provisions of this section

regarding distributions to members shall not apply to the extent

that those provisions conflict with any other applicable law or with

that corporation's certificate of incorporation or bylaws.