Okla. Stat. tit. 18, § 18-1100.2

PAYMENT AND DISTRIBUTION TO CLAIMANTS AND SHAREHOLDERS

A. 1. A dissolved corporation or successor entity which has

followed the procedures described in Section 1100.1 of this title

shall:

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 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 subparagraph d of paragraph

1 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

Oklahoma Statutes - Title 18. Corporations Page 484

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 to 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 subparagraphs a through

d of paragraph 1 of subsection A of this section or to the relative
ersonally 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 subparagraphs a through

d of paragraph 1 of subsection A of this section or to the relative

times at which any claims mature or are reduced to judgment.

F. 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.