Okla. Stat. tit. 18, § 18-1119

expired certificate of incorporation.

REVOCATION OF VOLUNTARY DISSOLUTION; RESTORATION OF EXPIRED

CERTIFICATE OF INCORPORATION

A. At any time prior to the expiration of three (3) years

following the dissolution of a corporation pursuant to the

provisions of Section 1096 of this title or such longer period as

the district court may have directed pursuant to Section 1099 of

this title, or, at any time prior to the expiration of three (3)

years following the expiration of the time limited for the

corporation's existence as provided in its certificate of

incorporation or such longer period as the district court may have

directed pursuant to the provisions of Section 1099 of this title, a

corporation may revoke the dissolution up to that time effected by

it or restore its certificate of incorporation after it has expired

by its own limitation in the following manner:

1. For purposes of this section, "shareholders" means the

shareholders of record on the date the dissolution becomes effective

or the date of expiration by limitation;

2. The board of directors shall adopt a resolution recommending

that the dissolution be revoked in the case of a dissolution or that

the certificate of incorporation be restored in the case of an

expiration by limitation and directing that the question of the

revocation or restoration be submitted to a vote at a special

meeting of shareholders;

3. Notice of the special meeting of shareholders shall be given

in accordance with the provisions of Section 1067 of this title to

each of the shareholders; and

4. At the meeting a vote of the shareholders shall be taken on

a resolution to revoke the dissolution in the case of a dissolution

or to restore the certificate of incorporation in the case of an

expiration by limitation. If a majority of the stock of the

Oklahoma Statutes - Title 18. Corporations Page 493

corporation which was outstanding and entitled to vote upon a

dissolution at the time of its dissolution, in the case of a

revocation of dissolution, or which was outstanding and entitled to

vote upon an amendment to the certificate of incorporation to change

the period of the corporation's duration at the time of its

expiration by limitation, in the case of a restoration, shall be

voted for the resolution, a certificate of revocation of dissolution

or a certificate of restoration shall be executed, and acknowledged

and filed in accordance with the provisions of Section 1007 of this

title which shall be specifically designated as a certificate of

revocation of dissolution or a certificate of restoration in its

heading and shall state:

a. the name of the corporation,

b. the address of the corporation's registered office in

this state, which shall be stated in accordance with

subsection C of Section 1021 of this title, and the

name of its registered agent at such address,

c. the names and respective addresses of its officers,

d. the names and respective addresses of its directors,

e. that a majority of the stock of the corporation which

was outstanding and entitled to vote upon a

dissolution at the time of its dissolution have voted

in favor of a resolution to revoke the dissolution, in

the case of a revocation of dissolution, or that a

majority of the stock of the corporation which was

outstanding and entitled to vote upon an amendment to

the certificate of incorporation to change the period

of the corporation's duration at the time of its

expiration by limitation, in the case of a

restoration, have voted in favor of a resolution to

restore the certificate of incorporation; or, if it be

the fact, that, in lieu of a meeting and vote of

shareholders, the shareholders have given their

written consent to the revocation or restoration in

accordance with the provisions of Section 1073 of this

title, and

f. in the case of a restoration, the new specified date

limiting the duration of the corporation's existence
resolution to

restore the certificate of incorporation; or, if it be

the fact, that, in lieu of a meeting and vote of

shareholders, the shareholders have given their

written consent to the revocation or restoration in

accordance with the provisions of Section 1073 of this

title, and

f. in the case of a restoration, the new specified date

limiting the duration of the corporation's existence

or that the corporation shall have perpetual

existence.

B. Upon the effective time of the filing in the Office of the

Secretary of State of the certificate of revocation of dissolution

or the certificate of restoration, the revocation of the dissolution

or the restoration of the corporation shall become effective and the

corporation may again carry on its business.

C. Upon the effectiveness of the revocation of the dissolution

or the restoration of the corporation as provided in subsection B of

Oklahoma Statutes - Title 18. Corporations Page 494

this section , the provisions of Section 1056 of this title shall

govern, and the period of time the corporation was in dissolution or

was expired by limitation shall be included within the calculation

of the thirty-day and thirteen-month periods to which subsection C

of Section 1056 of this title refers. An election of directors,

however, may be held at the special meeting of shareholders to which

subsection A of this section refers, and in that event, that meeting

of shareholders shall be deemed an annual meeting of shareholders

for purposes of subsection C of Section 1056 of this title.

D. If, after three (3) years from the date upon which the

dissolution became effective or after the expiration by limitation,

the name of the corporation is unavailable upon the records of the

Secretary of State, then, in such case, the corporation shall not be

reinstated under the same name which it bore when its dissolution

became effective or it expired by limitation, but shall adopt and be

reinstated or restored under some other name, and in such case the

certificate to be filed pursuant to the provisions of this section

shall set forth the name borne by the corporation at the time its

dissolution became effective or it expired by limitation and the new

name under which the corporation is to be reinstated or restored.

E. Nothing in this section shall be construed to affect the

jurisdiction or power of the district court pursuant to the

provisions of Section 1100 or 1101 of this title.

F. At any time prior to the expiration of three (3) years

following the dissolution of a nonstock corporation pursuant to

Section 1097 of this title, or such longer period as the district

court may have directed pursuant to Section 1099 of this title, or

at any time prior to the expiration of three (3) years following the

expiration of the time limited for a nonstock corporation's

existence as provided in its certificate of incorporation or such

longer period as the district court may have directed pursuant to

Section 1099 of this title, a nonstock corporation may revoke the

dissolution theretofore effected by it or restore its certificate of

incorporation after it has expired by limitation in a manner

analogous to that by which the dissolution was authorized or, in the

case of a restoration, in the manner in which an amendment to the

certificate of incorporation to change the period of the

corporation's duration would have been authorized at the time of its

expiration by limitation, including:

1. If applicable, a vote of the members entitled to vote, if

any, on the dissolution or the amendment; and

2. The filing of a certificate of revocation of dissolution or

a certificate of restoration containing information comparable to

that required by paragraph 4 of subsection A of this section.

Notwithstanding the foregoing, only this subsection and subsections

B, D and E of this section shall apply to nonstock corporations.
ers entitled to vote, if

any, on the dissolution or the amendment; and

2. The filing of a certificate of revocation of dissolution or

a certificate of restoration containing information comparable to

that required by paragraph 4 of subsection A of this section.

Notwithstanding the foregoing, only this subsection and subsections

B, D and E of this section shall apply to nonstock corporations.

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G. Any corporation that revokes its dissolution or restores its

certificate of incorporation pursuant to this section shall file all

annual franchise tax reports that the corporation would have had to

file if it had not dissolved or expired and shall pay all franchise

taxes that the corporation would have had to pay if it had not

dissolved or expired. No payment made pursuant to this subsection

shall reduce the amount of franchise tax due for the year in which

such revocation or restoration is effected.