How to Dissolve an Oklahoma Corporation in 2023

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.