Nonprofit Corporation Voluntary Dissolution Filing Requirements in Oklahoma
At a glance
| Entity and agency | Nonprofit nonstock corporation under the General Corporation Act; Secretary of State (§§ 1004.1, 1097). |
|---|---|
| Before activity begins | Before business begins, majority of governing body, or majority of incorporators if none, may surrender rights by special certificate (§§ 1097(B), 1095). |
| Board or manager approval | Ordinary member-vote route: majority of whole governing body resolves to dissolve; no voting members: majority then in office authorizes (§§ 1096(A), 1097(A)). |
| Member and class vote | Voting members: majority of all entitled to vote; unanimous written member consent bypasses body action. General member consent needs same all-present vote threshold (§§ 1096(B)–(C), 1097(A), 1073(B)). |
| Notice, plan, and other approval | Mail resolution/meeting notice to voting members; written meeting notice generally 10–60 days before. Less-than-unanimous consent needs prompt notice to nonconsenters; winding-up plan if § 1100.1 claim process unused (§§ 1096(A), 1067(B), 1073(E), 1100.2(B)). |
| Filing contents and signer | Certificate states name, authorization date/method, directors’ and officers’ names/addresses, original filing date; authorized officer usually signs and acknowledges (§§ 1096(D), 1007(A)–(B), 1097(A)). |
| Fee and effective time | $25 nonprofit dissolution certificate; effective on filing unless delayed by up to 90 days (§§ 1142(A)(10), 1007(D)). |
| Revocation or reversal | Abandon before filing if resolution reserves body power; after dissolution, analogous approval and revocation certificate within three years or extended court period (§§ 1096(E), 1119(F), 1099). |
| Powers and asset limits | Corporate existence continues three years, or longer by court direction, for winding up and suits; nonprofit member distributions yield to applicable law and governing documents (§§ 1099, 1100.2(F)). |
Requirements one by one
Approval and member notice
When voting members exist, § 1097(A) sends their approval through § 1096. The latter requires the board's resolution at a meeting called for dissolution and a majority of all outstanding votes entitled to vote; § 1004.1(A) translates stock references to nonprofit memberships. Section 1067(B) sets the usual 10-to-60-day written notice window. Members may act by written consent under § 1073(B), and a wholly unanimous consent also bypasses governing-body action under § 1097(A).
Certificate and effective time
The § 1096(D) certificate identifies the corporation, authorization, directors and officers, and original incorporation filing date. Section 1007(A)–(B) supplies ordinary signers and acknowledgment by notarization or signature under penalty of perjury. The $25 nonprofit fee is in § 1142(A)(10). Section 1007(D) allows an effective date as late as the ninetieth day after filing.
What trips people up
The before-business route in § 1097(B) is narrower than the ordinary vote route: the governing body, or incorporators if there is no governing body, files a certificate conforming as nearly as possible to § 1095. A resolution under § 1096(E) can reserve the governing body's power to abandon a proposed dissolution before filing. After a certificate has taken effect, § 1119(F) instead supplies the nonstock revocation route.
On November 1, 2026, HB 3498 changes § 1073(E)'s prompt-notice rule for action by less-than-unanimous member consent. Until then, the current provision governs notice to nonconsenting members. The enacted text identifies nonconsenters using the consent action's record date.
Common questions
Must all members vote at a meeting? No. Section 1073(B) permits qualifying written or electronic consents; § 1073(E) requires prompt notice when action passes with less than unanimous consent.
Does dissolution immediately erase the corporation? No. Section 1099 continues the corporate body for three years, or longer by court direction, to close affairs and handle suits. Section 1100.2(F) makes nonprofit distributions subject to other applicable law and the certificate or bylaws.
Is a distribution plan a condition of the dissolution certificate? Section 1100.2(B) requires a winding-up distribution plan if the corporation does not use the § 1100.1 claim procedure; § 1096(D) lists the certificate's statements separately.
Statutes and sources
- 18 O.S. § 1004.1 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1095 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1096 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1097 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1060 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1067 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1073 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1073 (effective November 1, 2026) — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1007 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1119 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1099 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1100.2 — quoted current official text above (statute, accessed 2026-10-06).
- 18 O.S. § 1142 — quoted current official text above (statute, accessed 2026-10-06).
Source links
Every statute quoted above, linked, with the date we checked it.
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