A. A benefit corporation may terminate its status and cease to be subject to the Oklahoma Benefit Corporation Act by amending its certificate of incorporation to delete the provision required by Sections 3 and 4 of this act to be stated in the certificate of a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
B. 1. Except as provided in paragraph 2 of this subsection, if a plan of merger, consolidation or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, the plan shall be adopted by at least the minimum status vote in order to be effective.
2. Paragraph 1 of this subsection shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger.
3. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
Added by Laws 2019, c. 45, § 5, eff. Nov. 1, 2019.
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