THE OKLAHOMA BAR JOURNAL 22 | APRIL 2026 Statements or opinions expressed in the Oklahoma Bar Journal are those of the authors and do not necessarily reflect those of the Oklahoma Bar Association, its officers, Board of Governors, Board of Editors or staff. a stockholder or in the right of the corporation, has brought in an action, suit or proceeding” to the end of pre-2025 amendment §§102(f) and 109(b) – §102 governing the certificate of incorporation and §109 governing the bylaws – the provision expands protections for stockholders by prohibiting fee-shifting in suits brought in their capacity as stockholders or on behalf of the corporation.42 Sections 102(f) and 109(b) have expanded protection for stockholders. Prior to the 2025 amendments, fee-shifting provisions could not be included in a corporation’s certificate of incorporation or bylaws with respect to internal corporate claims. This meant companies were prohibited from shifting attorney fees when the claim involved internal corporate matters. Internal corporate claim is a defined term that includes 1) claims based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or 2) claims over which the Delaware Court of Chancery has jurisdiction under Title 8.43 Under the amended provisions, the restrictions on fee-shifting now extend beyond internal corporate claims. Put simply, even if a claim does not involve internal affairs, if it is brought in the stockholder’s capacity or in the right of the corporation, the company may not shift fees. However, this protection does not apply when the company initiates a claim against the stockholder. Additionally, the Legislature clarified that the amended §102(f) and §109(b) do not prohibit fee-shifting provisions if they are included in a stockholder agreement or other written instrument signed by the stockholder against whom the provision is to be enforced.44 Certificate of Correction (§103(f)) In addition to correcting a previously filed instrument, a certificate of correction may nullify a previously filed instrument by specifying the inaccuracy or defect with respect to such previously filed instrument and providing that the previously filed instrument is nullified.45 A statement that the previously filed instrument is nullified or void, or a statement with words of similar meaning, will constitute a sufficient provision for the nullification.46 Registered Office and Agent (§§131(b), 132(b)) The amendments to §131(b) provide that all references in Title 8 to a corporation’s “registered office” in Delaware shall be deemed to mean and refer to the address of the registered agent located in the state that has been appointed to accept service of process and otherwise perform the duties of a registered agent.47 The amendments also delete the provisions in §131(b) that, in certain instances, deemed a corporation’s registered office to be the corporation’s principal office or principal place of business in the state for purposes of Title 8 and the certificate of incorporation.48 As amended, Title 8 does not include provisions that automatically treat a corporation’s registered office as a principal office or a principal place of business of the corporation.49 Also, amended §131(b) specifies that a registered agent may not perform its duties or functions solely through the use of either or both of a virtual office or the retention by the agent of a mail forwarding service.50 Amended §132(b) defines “virtual office” as the performance of duties or functions solely through the internet or solely through other means of remote communication.51 Fractions of Shares (§155) The new amendment eliminates the ability of a corporation to issue scrip or warrants in bearer form in lieu of issuing fractional shares of stock.52 Amended §155 continues to permit corporations to issue scrip or warrants in registered form.53 The amendment is intended to bring §155 in line with the Corporate Transparency Act, 31 U.S.C. §5336(f), Oklahoma has not yet adopted updates corresponding to Delaware’s 2025 DGCL amendments, but these developments merit close attention.
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