HB 3498: Business entities; Oklahoma General Corporation Act; Oklahoma Limited Liability Company Act; codification; effective date. - Oklahoma

Floor (House) → Floor (Senate) · 6 edits

MODERATE

The bill was amended to reflect its progression from the House to the Senate, resulting in significant formatting updates and the addition of new sponsors. The Senate version includes specific clarifications on corporate powers, such as the ability to resell stock and enforce payment obligations under certain agreements, alongside technical corrections to statutory references and definitions.

Scope change

The bill's scope remains focused on updating the Oklahoma General Corporation Act, but the Senate version adds specific provisions regarding the enforcement of payment obligations and clarifies actions permitted for mergers and conversions.

ELIGIBILITY

Added Townley and Reinhardt as co-sponsors of the bill.

TECHNICAL

Changed the header from 'House of Representatives' to 'Senate Floor Version' and updated the legislative session date.

DEFINITION

Updated the description of Section 1065 to clarify 'modifying definitions' regarding books and records instead of just defining them.

ENFORCEMENT

Added provisions authorizing corporations to enforce payment obligations under certain agreements.

REQUIREMENT

Clarified that meetings or votes for certain amendments are not required under specific circumstances.

Changed references from 'outstanding shares' to 'issued shares' in the amendment of the certificate of incorporation.

Enrolled (final version) → Floor (House) · 4 edits

MODERATE

The bill was reformatted from a final enrolled version to a floor version for the 2026 legislative session, updating the session year and page numbering. The substantive scope of the bill remains focused on modernizing the Oklahoma General Corporation Act to improve business entity governance, but the text was reorganized to include new jurisdictional provisions for business courts and updated statutory references.

Scope change

The bill now explicitly includes business courts in its jurisdiction and clarifies the scope of the act to cover business entities more broadly, while maintaining its focus on corporate powers and shareholder rights.

TECHNICAL

Updated the legislative session from the 2024/2025 period to the 2nd Session of the 60th Legislature (2026).

Changed the bill title header from 'ENROLLED HOUSE' to 'HOUSE OF REPRESENTATIVES - FLOOR VERSION'.

JURISDICTION

Added specific language to include business courts within the jurisdiction of the Oklahoma General Corporation Act.

DEFINITION

Revised the short title section to clarify that Sections 1001 through 1144-1 of the title are included in the act.

Engrossed → Enrolled (final version) · 4 edits · May 12, 2026

MODERATE

The bill was finalized and formatted for official enactment, while the summary of changes was updated to include new provisions regarding corporate conversions, mergers, and LLC divisions. The text also corrected several descriptions to be more accurate, such as changing 'updating citation' to 'updating statutory references' and clarifying that the bill now covers business entity conversions in addition to standard mergers.

Scope change

The scope was expanded to explicitly include provisions for converting entities to domestic corporations and converting domestic corporations to other entities, as well as clarifying rules for LLC divisions and mergers.

REQUIREMENT

The summary of the bill was updated to reflect new sections on corporate conversion and LLC division, replacing older or less accurate descriptions.

TECHNICAL

Minor wording adjustments were made throughout the summary to improve clarity, such as changing 'updating citation' to 'updating statutory references' and 'authoring redaction' to 'authorizing redaction'.

Page numbering and header titles were updated from 'Engrossed' to 'Enrolled' to reflect the bill's final status.

SCOPE

New text was added to the summary to cover the effective date of conversion certificates and specific contents required in conversion plans.

Amended And Engrossed → Engrossed · 5 edits · May 5, 2026

MODERATE

The bill was renumbered from a Senate amendment to a House bill, indicating it has moved forward in the legislative process. The scope of the bill was significantly expanded to include new provisions regarding business courts, controlling shareholder transactions, and stock issuance considerations. Additionally, the bill now includes updates to merger, consolidation, and conversion procedures that were previously absent.

Scope change

The bill's scope was broadened to explicitly cover business court jurisdiction, controlling shareholder fiduciary duties, and specific rules for stock issuance and corporate conversions.

TECHNICAL

The bill title and numbering were changed from 'Engrossed Senate Amendment' to 'Engrossed House Bill', reflecting its progression in the legislative workflow.

SCOPE

New provisions were added to include business courts within the jurisdiction of the Oklahoma General Corporation Act.

The bill now addresses controlling shareholder transactions, clarifying validity and establishing liability for breaches of fiduciary duty.

New sections were added to clarify the procedures and actions permitted for mergers, consolidations, and corporate conversions.

REQUIREMENT

Updates were made to rules regarding the issuance of stock, specifically clarifying the minimum consideration required.

Introduced → Amended And Engrossed · 4 edits · May 5, 2026

MODERATE

This bill was amended to update its title and summary description to reflect specific changes made during the legislative process, particularly regarding the record date for stock issuance and the requirements for validating corporate actions. The amendment clarifies that the record date is now tied to the adoption of a resolution rather than a previous standard, and it updates references to ensure consistency with other recent corporate law changes.

Scope change

The scope of the bill remains focused on amending the Oklahoma General Corporation Act, but the specific legal mechanisms described in the summary were updated to reflect new procedural requirements for stock issuance and corporate resolutions.

REQUIREMENT

Updated the summary to clarify that the record date for stock issuance is now determined by the adoption of a resolution.

Revised the summary to include updated requirements for certificates of validation and references to other sections of the corporation act.

DEFINITION

Changed the description of the bill's purpose to reflect modifications to definitions regarding books and records and inspection rights.

TECHNICAL

Reformatted the bill header and author list to match the standard format for an engrossed Senate amendment.

Business entities; Oklahoma General Corporation Act; Oklahoma Limited Liability Company Act; codification; effective date.

What changed between versions

How they voted

Actions timeline

Sponsors