Oklahoma Articles of Dissolution

Introduction

Key Things to Know

1. 1

   An Oklahoma Certificate of Dissolution, Secretary of State form FM0019, is the filing that ends the existence of a domestic for-profit corporation, meaning a stock corporation organized under the Oklahoma General Corporation Act. Oklahoma reserves the label articles of dissolution for a different entity: form FM0080, Articles of Dissolution, is what an Oklahoma limited liability company files under Title 18 Section 2055.

2. 2

   No third agency has to hand you paper first. Title 18 Section 1096(D) routes the certificate through Section 1007, and Section 1007(C)(2) requires that all delinquent franchise taxes collectible by the Oklahoma Tax Commission be tendered to that Commission. Section 1007(C)(4) has the Secretary of State endorse the instrument Filed upon delivery of the document and tender of the required taxes and fees.

3. 3

   The tax that condition reaches is winding down. House Bill 1039 of the 2023 First Extraordinary Session rewrote 68 O.S. Sections 1203 and 1204 to begin with the words for tax year 2023 and previous tax years. The Oklahoma Tax Commission states that tax year 2023 was the last year a franchise tax return was required and that there is no franchise tax filing requirement for 2024 and beyond, while compliance for 2023 and prior stays mandatory.

4. 4

   Fifty dollars ($50), confirmed three ways. The Secretary of State's published fee schedule lists Certificate of Dissolution for an Oklahoma For Profit Corporation at 50.00 and cites 18 O.S. 1142; the statute sets Fifty Dollars ($50.00) at Section 1142(A)(10); and the face of form FM0019 prints Filing Fee: $50.00. The dissolution fee is flat, not scaled to authorized capital the way the incorporation fee is.

5. 5

   Authorization comes by one of two routes and item 5 of form FM0019 makes you pick. Either a majority of the whole board adopts a dissolution resolution at a meeting called for that purpose, notice is mailed to every shareholder entitled to vote, and a majority of the outstanding stock entitled to vote then votes yes (Title 18 Section 1096(A) and (B)); or every shareholder entitled to vote consents in writing and the directors never act at all (Section 1096(C)).

6. 6

   Notice to claimants is elective in Oklahoma. Title 18 Section 1100.1(A)(1) says a dissolved corporation may give notice, and the deadline that notice sets cannot fall earlier than 60 days from the date of the notice. Skipping it is not free: Section 1100.2(B) then makes the corporation adopt a plan of distribution covering claims likely to arise or become known within ten years of the dissolution date.

7. 7

   Dissolved is not finished. Title 18 Section 1099 continues the corporation as a body corporate for three years from dissolution, or longer if the district court so directs, to sue and be sued, settle and close its business, convey property, discharge liabilities and distribute what remains. A shareholder's exposure is capped by Section 1100.3 at the lesser of a pro rata share of the claim or the amount distributed to that shareholder.

Oklahoma Requirements for Articles of Dissolution

• Certificate of Dissolution, Form FM0019, Not Articles of Dissolution

  Oklahoma names the corporate filing a Certificate of Dissolution and publishes it as Secretary of State form FM0019, revision SOS FORM 0019-09/25, executed under Title 18 Section 1096. The slug name belongs elsewhere in Oklahoma: form FM0080, Articles of Dissolution, is the limited liability company filing under Title 18 Section 2055. One filing only, with no intent to dissolve step ahead of it.

• Delinquent Franchise Tax Tendered to the Oklahoma Tax Commission

  Title 18 Section 1096(D) routes the certificate through Section 1007, and Section 1007(C)(2) requires that all delinquent franchise taxes authorized by law to be collected by the Oklahoma Tax Commission be tendered to that Commission as prescribed by 68 O.S. Sections 1201 through 1214. Section 1007(C)(4) endorses the instrument Filed upon delivery and upon tender of the required taxes and fees.

• No Clearance Certificate and No Revenue Consent to Attach

  Oklahoma publishes no tax clearance certificate and no consent to dissolve. A scan of the complete text of Title 18 returned zero hits for tax clearance, with every clearance hit being the optional preclearance service. Forms FM0019 and FM0020 name no tax agency, and the Oklahoma Tax Commission business help center never mentions dissolution at all.

• Fifty Dollar Filing Fee Under Title 18 Section 1142(A)(10)

  The fee is $50 for form FM0019 and $50 again for the short form FM0020. Three Oklahoma sources agree: the Secretary of State's published fee schedule, which cites 18 OS 1142; the statute, which reads Fifty Dollars ($50.00); and the fee line printed on the form face. Card payments may carry a convenience fee of up to 4 percent under Section 1142(G)(2).

• Board Majority With a Majority of Outstanding Stock, or Unanimous Written Consent

  Item 5 of form FM0019 forces a choice. Under Title 18 Section 1096(A) and (B) a majority of the whole board resolves at a meeting called for that purpose, notice goes by mail to each shareholder entitled to vote, and a majority of the outstanding stock entitled to vote approves. Under Section 1096(C) all shareholders entitled to vote consent in writing and the directors take no action.

• Elective Notice to Claimants With a 60 Day Floor

  Title 18 Section 1100.1(A)(1) says a dissolved Oklahoma corporation may give notice to claimants, and any deadline it sets cannot be earlier than 60 days from the date of the notice. Electing the route means publishing once a week for two consecutive weeks, mailing certified notice to known claimants, and holding distributions for 150 days from the last rejection. Declining it triggers the ten year plan of distribution in Section 1100.2(B).

• Three Year Corporate Survival Under Title 18 Section 1099

  Dissolution does not close the book. Section 1099 continues the corporation as a body corporate for three years from dissolution, or longer if the district court directs, to prosecute and defend suits, settle its business, convey property, discharge liabilities and distribute remaining assets. Section 1100.3 caps a shareholder at the lesser of a pro rata share or the amount distributed to that shareholder.

• Registered Agent, Officers and Directors on the Face of FM0019

  Form FM0019 asks for more than the statute lists. Item 3 wants the name and Oklahoma street address of the registered agent for service of process, with the county, and states that P.O. boxes are not acceptable. Items 6 and 7 want names and addresses for the President, Vice President, Secretary, Assistant Secretary and Treasurer, and for the directors. Item 2 wants the date of incorporation.