Is it time to close your Oklahoma corporation, but you’re not sure where to start the process?

Dissolving a corporation is a lengthy but manageable endeavor. And every state’s procedure looks a bit different. In this guide, we’ll cover the state-specific components of dissolving your Oklahoma corporation. In no time, you’ll be on your way to whatever’s next.

The Basics of Dissolving an Oklahoma Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

  • Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
  • File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Oklahoma Secretary of State and fill out the appropriate Certificate of Dissolution.
  • Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Oklahoma Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
  • Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
  • Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving an Oklahoma corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Oklahoma Corporation?

Two key groups can dissolve a corporation: the original incorporators and the initial board of directors or the shareholders. The group initiating the dissolution affects how you file with the Secretary of State. So let’s talk about each.

Dissolving an Oklahoma corporation by the incorporators or initial board of directors

In some cases, an Oklahoma corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation can file the Certificate of Dissolution (Before Issuance of Shares or Beginning Business) form. Here’s the information required to complete this document:

  • Name of the corporation
  • Date of initial incorporation of the business
  • Name and address of the registered agent
  • Whether no shares were issued OR no business was conducted
  • Whether no capital was paid OR any capital has been distributed
  • Confirmation that shares were not issued OR any issued shares have been redistributed
  • Name and signature of a majority of the incorporators

The filing fee for this form is $50. Oklahoma usually processes this paperwork within a week.

Dissolving an Oklahoma corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once that approval is obtained, the corporation can file the Certificate of Dissolution form. Here’s the information required to complete the document:

  • Name of the corporation
  • Date of incorporation of the business
  • Name and address of the registered agent
  • Date the dissolution was authorized
  • Whether the dissolution was authorized by shareholders or directors
  • Name and address of each of the following officers: president, vice president, secretary, assistant secretary, and treasurer
  • Name and address of each director
  • Name, title, and signature of an authorized officer of the corporation
  • Request to receive confirmation electronically (if applicable)
  • Contact information for the filing receipt

This form costs $50 to submit. Oklahoma usually processes this paperwork within a week.

All told, the paperwork steps for dissolving a corporation are pretty similar; it’s primarily a matter of filing the proper form.

What About Administrative Dissolutions?

Sometimes, the state of Oklahoma may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

After that, you’ll need to file the Application for Reinstatement form. There is no filing fee beyond the late fees for each delinquent report. Please note that you have up to three years after your corporation is administratively dissolved to get reinstated. After that point, you would have to create a new corporation entirely.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.

Frequently Asked Questions

What happens to my Oklahoma business name?

After you dissolve your corporation, your business name immediately becomes available for other businesses to use. That’s why we highly recommend being 100% sure you’re done conducting business before filing any dissolution paperwork.

Can I change my mind and go back into business?

Oklahoma actually gives you a pretty wide window of time to get reinstated: you have up to 3 years to file a Revocation of Dissolution form. Of course, before you file this paperwork, you’ll need to get the approval from whichever group originally voted to dissolve. For more information about the reinstatement process, look here.

What if I want to become an LLC instead of closing my business?

Oklahoma does allow you to convert into any entity type you choose, provided the proper procedure is followed. To start, you’ll need to vote to convert and draft a plan for how you’ll execute the transition, including how you’ll protect the interests of your shareholders. For more information on this procedure, check out the state’s conversion statutes. And if you’d like to know more about starting and running an LLC, check out our Oklahoma LLC guide.

Do I have to publish a notice that my corporation is dissolving?

Oklahoma requires you to publish a notice that you’re dissolving in a general circulation paper within the county where your registered office is located. You have to publish the notice for 2 consecutive weeks, and the paper should be circulated to at least 250,000 people. For more information on this publication requirement, check out the state’s dissolution notice statutes.

How can I avoid being dissolved because of a registered agent issue?

In Oklahoma, you can be administratively dissolved if you let your registered agent coverage lapse. Thankfully, you can avoid this problem easily. If you’ve picked a new agent or your old agent has resigned, simply file the Change of Designation of Registered Agent and/or Registered Office form as soon as possible. There’s a $25 fee. If your agent resigns, they must alert you at least 30 days in advance of their resignation, giving you plenty of time to appoint a new one.

As long as you avoid a lapse in your agent coverage, your corporation will stay compliant.

How long do Oklahoma stakeholders have to lay claim to my corporation’s assets?

When you notify your stakeholders that your corporation is dissolving, you actually get to set out how long your stakeholders have to come forward and make a claim. That said, you must give them at least 60 days to make a claim. You can provide a longer window if you wish. For more information on this process, check out the state’s Dissolution Articles.

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