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1 STATE OF OKLAHOMA
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2 2nd Session of the 60th Legislature (2026)
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3 SENATE BILL 1824 By: Reinhardt
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6 AS INTRODUCED
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7 An Act relating to stocks and dividends; amending 18
7 O.S. 2021, Sections 1033, 1034, and 1038, as amended
8 by Sections 18, 19, and 20, Chapter 120, O.S.L. 2024
8 (18 O.S. Supp. 2025, Sections 1033, 1034, and 1038),
9 which relate to issuance of stock, consideration, and
9 rights and options; modifying determination of
10 certain consideration; directing value of
10 consideration for treasury shares; authorizing
11 methods of issuance of certain rights and options;
11 authorizing certain delegation; and providing an
12 effective date.
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15 BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
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16 SECTION 1. AMENDATORY 18 O.S. 2021, Section 1033, as
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17 amended by Section 18, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
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18 Section 1033), is amended to read as follows:
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19 Section 1033.
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20 ISSUANCE OF STOCK, LAWFUL CONSIDERATION - FULLY PAID STOCK
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21 A. The consideration, as determined pursuant to the provisions
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22 of subsections A and B of Section 1034 of this title, for
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23 subscriptions to, or the purchase of, the capital stock to be issued
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24 by a corporation shall be paid in the form and manner that the board
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1 of directors shall determine. The board of directors may authorize
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2 capital stock to be issued for consideration consisting of cash, any
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3 tangible or intangible property or any benefit to the corporation,
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4 or any combination thereof, except for services to be performed.
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5 Stock may be issued in one or more transactions in the numbers, at
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6 the times, and for the consideration as set forth in a resolution of
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7 the board of directors.
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8 B. In addition to the board of directors, a resolution of the
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9 board of directors may delegate to a person or body the authority to
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10 enter into one or more transactions to issue stock. With respect to
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11 such transactions, shares of stock may be issued in the numbers, at
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12 the times, and for the consideration as such person or body may
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13 determine, provided the resolution fixes:
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14 1. A maximum number of shares that may be issued under such
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15 resolution;
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16 2. A period during which such shares may be issued; and
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17 3. A The minimum amount of consideration for which such shares
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18 may be issued.
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19 No resolution shall permit a person or body to issue stock to
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20 such person or body.
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21 C. Any provision of a resolution described by subsection A or B
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22 of this section may be made dependent on facts ascertainable outside
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23 the resolution, provided the manner in which such facts shall
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24 operate upon the resolution is clearly and expressly set forth in
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1 the resolution. As used in this subsection, "facts" includes but is
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2 not limited to the occurrence of any event, including a
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3 determination or action by any person or body including the
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4 corporation; provided, if the resolution delegates to a person or
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5 body the authority to enter into one or more transactions to issue
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6 stock under subsection B of this section, the provisions described
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7 in paragraphs 1 through 3 of subsection B of this section shall not
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8 be made dependent on a determination or action by such person or
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9 body.
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10 D. In the absence of actual fraud in the transaction, the
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11 judgment of the directors as to the value of the consideration, or
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12 minimum amount of consideration, received by the corporation for the
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13 issuance of stock shall be conclusive. The capital stock issued in
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14 accordance with the provisions of this section shall be deemed to be
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15 fully paid and nonassessable stock upon receipt by the corporation
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16 of such consideration. Nothing contained in this section subsection
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17 shall prevent the board of directors from issuing partly paid shares
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18 in accordance with the provisions of Section 1037 of this title.
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19 E. The minimum consideration for which shares of stock may be
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20 issued by the corporation may not be less than the consideration, if
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21 any, required under Section 1034 of this title or Section 39 of
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22 Article IX of the Oklahoma Constitution.
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1 SECTION 2. AMENDATORY 18 O.S. 2021, Section 1034, as
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2 amended by Section 19, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
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3 Section 1034), is amended to read as follows:
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4 Section 1034.
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5 CONSIDERATION FOR STOCK
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6 A. Shares Subject to Section 39 of Article IX of the Oklahoma
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7 Constitution, shares of stock with par value may be issued for such
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8 consideration, having a value not less than the par value of the
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9 shares so issued, as determined from time to time in accordance with
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10 Section 1033 of this title, or by the shareholders if the
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11 certificate of incorporation so provides.
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12 B. Shares of stock without par value may be issued for such
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13 consideration as determined from time to time in accordance with
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14 subsections A through D of Section 1033 of this title, or by the
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15 shareholders if the certificate of incorporation so provides. The
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16 consideration received for treasury shares may have a value greater
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17 or less than, or equal to, the par value, if any, of such shares and
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18 may consist of cash, any tangible or intangible property, or any
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19 benefit to the corporation, or any combination thereof.
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20 C. Treasury shares may be disposed of by the corporation in the
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21 same manner that shares of stock are issued under Section 1033 of
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22 this title, or may be disposed of for such consideration as
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23 determined by the shareholders if the certificate of incorporation
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24 so provides.
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1 D. If the certificate of incorporation reserves to the
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2 shareholders the right to determine the consideration for the issue
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3 of any shares, the shareholders, unless the certificate requires a
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4 greater vote, shall do so by a vote of a majority of the outstanding
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5 stock entitled to vote thereon.
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6 SECTION 3. AMENDATORY 18 O.S. 2021, Section 1038, as
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7 amended by Section 20, Chapter 120, O.S.L. 2024 (18 O.S. Supp. 2025,
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8 Section 1038), is amended to read as follows:
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9 Section 1038.
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10 RIGHTS AND OPTIONS RESPECTING STOCK
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11 A. Subject to any provisions in the certificate of
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12 incorporation, every corporation may create and issue, whether or
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13 not in connection with the issue and sale of any shares of stock or
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14 other securities of the corporation, rights or options entitling the
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15 holders thereof to acquire from the corporation any shares of its
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16 capital stock of any class or classes of the corporation.
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17 B. Rights and options may be issued in one or more
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18 transactions, in the numbers, at the times, and for the
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19 consideration as set forth in a resolution of the board of
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20 directors. The terms upon which, including the time or times, which
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21 may be limited or unlimited in duration, at or within which, and the
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22 consideration, including any formula by which such consideration may
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23 be determined, for which any such shares may be acquired from the
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24 corporation upon the exercise of any such right or option, shall be
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1 such as shall be stated in the certificate of incorporation, or in a
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2 resolution adopted by of the board of directors or by another person
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3 or body authorized under this section.
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4 C. In addition to the board of directors, the The board of
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5 directors may adopt a resolution to delegate to a person or body the
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6 authority to enter into one or more transactions to issue rights or
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7 options. With respect to such transactions, the rights or options
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8 may be issued in the numbers, at the times, and for the
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9 consideration and the terms upon which shares may be acquired from
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10 the corporation upon the exercise of any such rights or options as
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11 such person or body may determine, provided the resolution fixes:
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12 1. The maximum number of rights or options, and the maximum
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13 number of shares issuable upon exercise thereof of the rights or
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14 options, that may be issued under such resolution;
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15 2. The period during which such rights or options, and a period
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16 during which the shares issuable upon exercise thereof, may be
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17 issued; and
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18 3. A The minimum amount of consideration, if any, for which
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19 such rights or options may be issued and a the minimum amount of
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20 consideration for the shares issuable upon exercise thereof.
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21 No such resolution shall permit a person or body to issue rights
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22 or options to such person or body.
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23 D. Any provision in a resolution described by subsection B or C
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24 of this section may be made dependent on facts ascertainable outside
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1 the resolution, provided the manner in which such facts shall
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2 operate upon the resolution is clearly and expressly set forth in
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3 such resolution. As used in this subsection, "facts" includes but
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4 is not limited to the occurrence of any event, including a
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5 determination or action by any person or body including the
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6 corporation; provided, if the resolution delegates to a person or
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7 body the authority to enter into one or more transactions to issue
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8 rights or options under subsection C of this section, the provisions
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9 described by paragraphs 1 through 3 of subsection C of this section
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10 may not be made dependent on a determination or action by such
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11 person or body.
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12 E. The minimum consideration to be received for which the
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13 shares of stock of the corporation to may be issued upon exercise of
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14 such rights or options shall be no less than the amount set forth in
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15 consideration, if any, required by Section 1034 of this title.
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16 SECTION 4. This act shall become effective November 1, 2026.
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Req. No. 3320 Page 7Every fact on this page links to its source, starting with the official bill record.