On May 12, 2026, OKL LEG reported that bill was approved by the governor.
On May 6, OKL LEG passed a bill to amend business entity provisions.
OKL LG passed HB 3498 to amend Oklahoma Statutes OKL LEG 18, Oklahoma General Corporation Act, and Oklahoma Limited Liability Company Act re business entities.
Legislative Provisions
Clarifies powers under the Corporations Act, creates a legal framework for corporations to negotiate binding agreements with shareholders or beneficial owners of stock.
Ensures shareholder voting is honored even if board changes recommendation, allows boards to approve and ratify agreements without restarting the approval process.
Creates a safe harbor framework for conflict-of-interest and controlling shareholder transactions; and strengthens standards for inspection of books and records.
Makes contracts more flexible, formalizes the role of shareholder representatives to streamline post-merger processes, addresses pre-approval of some corporate actions.
Allows post-merger certificate amendments to be handled outside the formal merger.
Authorizes disposal of pledged assets without shareholder votes in foreclosure or debt-reduction.
Legislative History
On Feb. 2, 2026, bill introduced in House; on Mar. 11, 2026, bill was passed in House.
On Mar. 16, 2026, bill introduced in Senate; on May 5, 2026, bill passed as amended.
On May 5, bill returned to House; on May 6, 2026, House adopted Senate changes.
Effectiveness
Act becomes effective on Nov. 1, 2026.
May 2026 OKL LEG Governor Approval
On May 12, 2026, OKL LEG reported that bill was approved by the governor.
Regulators
OKL LEG
Entity Types
Corp
Reference
Act, 5/12/2026; Bill, HB3498, 5/6/2026; OKL LEG 18;
Functions
Compliance; C-Suite; Legal; Operations; Record Retention
