APRIL 2026 | 23 THE OKLAHOMA BAR JOURNAL 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. which prohibits corporations from issuing certificates in bearer form for either a whole or a fractional interest in an entity.54 Merger Filings (§252(c)) Section 8 amends §252(c), which lists the information that a corporation must include in a certificate filed with the secretary of state to merge or consolidate domestic corporations with foreign corporations.55 The amendments delete from §252(c) a requirement that a certificate of merger or consolidation list the authorized capital stock of each foreign corporation that has ceased to exist as a result of the merger or consolidation.56 Certificate of Revocation of Dissolution or Restoration (§§311, 311(a)(4)) Section 9 amends §311, which addresses the procedures for revoking the dissolution of a corporation and restoring an expired corporation.57 Amended §311(a)(4) requires that a certificate of revocation of dissolution or certificate of restoration state the date of filing of the corporation’s original certificate of incorporation with the secretary of state and state the date of filing of the corporation’s certificate of dissolution with the secretary of state.58 Revival of Certificate of Incorporation (§312) Section 10 amends §312, which enables a corporation to revive its certificate of incorporation after the certificate has become forfeited or void.59 Amended §312(g) addresses circumstances when a corporation has been revived under §312 and later files a certificate of validation under §204 to ratify one or more defective corporate acts.60 If the certificate of validation relates to a time during which the corporation was forfeited or void, amended §312(g) requires the corporation to file the annual franchise tax reports and pay the annual franchise taxes that would have been required to be filed and paid during the period the certificate of incorporation had been forfeited or void.61 The franchise taxes owed include the interest accrued on the taxes, and the filings and payments must be made at the time the certificate of validation is filed.62 Foreign Corporation’s Reinstatement (§377) Section 377 addresses the procedures that a foreign corporation must follow to reinstate its qualification to do business in Delaware after the qualification has been forfeited under §132 or §136.63 In connection with such a reinstatement, amended §377(e) requires a foreign corporation to file all annual reports and pay all required fees that would have been required to be filed or paid during the time the foreign corporation’s qualification to do business in Delaware had been forfeited.64 Reports (§502(a)) Section 12 amends §502, which requires a corporation to file an annual report with the secretary of state.65 Amended §502(a) requires that the report disclose the nature of the business of the corporation and confirms that no office of any registered agent may be disclosed as the address of the principal place of business of the corporation, except when the corporation maintains its principal place of business in Delaware and serves as its own registered agent.66 The paragraphs of amended §502(a) have also been renumbered.67 Franchise Taxes (§503) Section 13 amends §503, which provides the rates and means of computing franchise taxes.68 Amended §503(e) provides that the filing of a certificate of validation to ratify one or more defective corporate acts pursuant to §204 will not reduce the interest owed on the franchise taxes owed for prior periods and specifies that a corporation is not entitled to a franchise tax refund for any period prior to the filing of the certificate of validation.69 The amendments also repeal §503(h), which specified an alternative franchise tax rate for regulated investment companies.70 Refund (§505) Section 14 amends §505 by clarifying that a corporation is not entitled to a refund of taxes, penalties or interest in connection with filing a certificate of correction under §103(f) or a certificate of validation under §204.71 OKLAHOMA Oklahoma has not yet adopted updates corresponding to Delaware’s 2025 DGCL amendments, but these developments merit close attention. This is because Oklahoma has historically acted soon after Delaware’s changes. For example, in 2024, Oklahoma enacted SB 620, amending Section 1006.B.7 of the OGCA to allow corporations to extend exculpatory protections to officers as well as directors, following Delaware’s 2022 amendment.72 The amendments in SB 620 track earlier Delaware amendments to ensure continued guidance from the Delaware case law.73 Likewise,
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