Okla. Stat. tit. 68, § 1212

Penalties - Uniform procedure - Operation without license

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- Suspension and forfeiture. A. If the report required pursuant to the provisions of Section 1210 of this title is not filed and the tax levied pursuant to the provisions of Section 1203, 1204 or 1205 of this title is not paid within the time provided under subsection C of Section 1208 of this title, the Oklahoma Tax Commission shall levy and collect a penalty for such delinquency in the amount of ten percent (10%) of the tax due. Such penalty shall be collected and apportioned in the same manner as is the tax itself. In such event, or if a form is not filed, as required by subsection D of Section 1210 of this title by a corporation, association or organization exempt from the tax pursuant to subsection B of Section 1205 of this title, the Tax Commission may enter an order directing the suspension of the charter or other instrument of organization, under which the corporation, association or organization may be organized, and the forfeiture of all corporate or other rights inuring thereunder. However, no such order of the Tax Commission shall be issued nor effective as to any corporation, association or organization the charter or certificate of authority of which is issued by the State Banking Board or State Banking Commissioner rather than the Secretary of State and the Tax Commission shall only notify the registered agents or managing officer of the corporation, association, or organization and shall notify the State Banking Board or State Banking Commissioner of the amount of unpaid tax.

The Commissioner shall require the payment of such tax, plus interest and penalty, if any, within a reasonable time. B. Any person who attempts or purports to exercise any of the rights, privileges or powers of any such domestic corporation, association or organization, or who does or attempts to do any business in the state in behalf of any such foreign corporation, association or organization, without having first obtained a license therefor, as provided herein, or after any such license so obtained shall have been canceled, forfeited, or expired, shall be guilty of a misdemeanor. C. Each trustee, director or officer of any such corporation, association or organization, whose right to do business within this state shall be so forfeited, shall, as to any and all debts of such corporation, association or organization, which may be created or incurred with his or her knowledge, approval and consent, within this state after such forfeiture and before the reinstatement of the right of such corporation to do business, be deemed and held liable thereon in the same manner and to the same extent as if such trustees, directors, and officers of such corporation, association or organization were partners. Any corporation, association or organization whose right to do business shall be thus forfeited shall be denied the right to sue or defend in any court of this state, except in a suit to forfeit the charter of such corporation, association or organization. In any suit against such corporation, association or organization on a cause of action arising before such forfeiture, no affirmative relief shall be granted to such corporation, association or organization unless its right to do business in this state shall be reinstated as provided herein. Every contract entered into by or in behalf of such corporation, association or organization, after such forfeiture as provided herein, is hereby declared to be voidable. D. Notice of such suspension and forfeiture shall be forwarded by certified mail, return receipt requested, to the last-known address of the registered agent or managing officer of each corporation, association or organization, and the Tax Commission may cause notice of such suspension and forfeiture to be published in a newspaper of general circulation in the county in which the general business office of each such corporation, association or organization is located in this state. E. The Tax Commission, shall immediately upon entering an order suspending and forfeiting any such charter or other instrument of organization, transmit the name of each such corporation, association or organization named therein to the Secretary of State or the county clerk of the county in which the instrument under which it may be organized is filed, and the Secretary of State or county clerk, as the case may be, shall immediately record the same and such record shall constitute notice to the public. The

suspension and forfeiture herein provided for shall become effective immediately upon such record being made and the certificate of the Secretary of State or the county clerk shall be prima facie evidence of such suspension and forfeiture. F. After the issuance of such order of suspension and forfeiture by the Tax Commission, the charter or other instrument of organization may only be revived and reinstated upon the payment of the accrued fees and penalties and a reinstatement fee in the amount of One Hundred Fifty Dollars ($150.00), and a showing by the corporation, association or organization of a full compliance with the laws of this state. Such payment of accrued fees and penalties must be made prior to the expiration of the time provided in such charter or other instrument of organization for the life of such corporation, association or organization. Added by Laws 1963, c. 366, § 2, eff. July 1, 1963. Renumbered from § 12-1212 of this title by Laws 1965, c. 215, § 2. Amended by Laws 1985, c. 182, § 8, emerg. eff. June 20, 1985; Laws 1985, c. 356, § 12, emerg. eff. July 30, 1985; Laws 1991, c. 342, § 12, emerg. eff. June 15, 1991; Laws 2005, c. 388, § 3, eff. July 1, 2006; Laws 2017, c. 236, § 1, eff. July 1, 2017.

Notes of Decisions

Cited in 21 cases (2 in the last 5 years), 1974–2025 · leading case: Williams v. Smith & Nephew, Inc.

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Williams v. Smith & Nephew, Inc. (2009) okla · cites it 7× “Smith & Nephew asserted that the third sentence of 68 O.S. § 1212(C) means that reinstatement restores only the corporation's power to defend suits that arise during the period of disability.”

Corman v. H-30 Drilling, Inc. (2002) okla · cites it 4× “We hold that the trial court did err in denying H-30's motion to vacate judgment and denied H-30 its right to due process of law when the court refused to allow H-30 a reasonable time to pay its taxes after it learned of Corman's January 10, 2000 motion.”

Shaw v. AAA Engineering & Drafting Inc. (2005) ca10 · cites it 3× “As a matter of substantive law, Shaw based her motion on: (1) Okla. Stat. tit. 68, § 1212 (c); (2) Oklahoma and Tenth Circuit decisions applying corporate veil-piercing principles; and (3) the inherent power of the federal courts to prevent fraud on the court.”

Midvale Mining & Manufacturing Co. v. Dutron Corp. (1977) okla · cites it 4× “Both parties rely on 68 O.S.1971 § 1212(c) 1 to support their arguments.”

State Ex Rel. Department of Highways v. Martin (1977) oklacivapp · cites it 3× “Penalties for failure to do so are provided in 68 O.S.1971, § 1212. Section 1212(a) provides a penalty and that “the Tax Commission may enter an order directing the suspension of the charter .”

Phillips & Stong Engineering Co. v. Howard B. James Associates, Inc. (1974) oklacivapp · cites it 5× “This appeal raises the question of whether under 68 O.S.1971, § 1212(c) a corporate officer is personally liable for rent becoming due on his corporation’s month-to-month written rental agreement after its license to do business in Oklahoma has been suspended by the Oklahoma…”

Bethlehem Steel Corp. v. Giese (1984) okla · cites it 2× “The determinative issue in this appeal is whether the reinstatement of a corporation, after suspension for failure to pay franchise tax under 68 O.S.1981 § 1212, wipes out the personal liability of corporate officers and directors for debts incurred following suspension and…”

Aviation Data Service, Inc. v. A.C.E. Copier Service, Inc. (1992) oklacivapp · cites it 2× “Appellant put on its evidence and then moved for directed verdict, alleging Appel-lee was not entitled to defend the lawsuit because it was suspended, pursuant to 68 O.S.1991 § 1212(c), for failure to pay its corporate franchise tax.”

Puckett v. Cornelson (1995) oklacivapp “On this issue, Puckett further argues Channel Wing’s alleged failure to domesticate in Oklahoma and pay Oklahoma eorpo-rate franchise tax deprives Cornelson of the corporate shield against personal liability for corporate debt, asserting 68 O.”

J. D. Simmons, Inc. v. Alliance Corp. (1978) okwd “68 O.S. § 1212 has, as its primary purpose, the raising of revenue.”

Brown Oil Co. v. Shipley (1984) oklacivapp · cites it 3× “The basis for their contention of error is predicated on two theories: (1) the reinstatement of each corporation’s right to do business relates back to the date of suspensions and therefore relieved Shipley and French of any personal liability imposed by 68 O.”

K.J. McNitt Construction, Inc. v. Economopoulos (2001) oklacivapp “14 When a corporation's charter is suspended for failure to pay its franchise tax, its officers are liable as though they were partners for any corporate debts "created or incurred" during suspension with the officer's "knowledge, approval, or consent.”

Show all 21 citing cases →

— Okla. Stat. tit. 68, § 1212(A) — 1 case

Gaedeke Holdings VII Ltd v. Stamps Brothers Oil and Gas LLC (2024) okwd

— Okla. Stat. tit. 68, § 1212(C) — 2 cases

Williams v. Smith & Nephew, Inc. (2009) okla “Smith & Nephew asserted that the third sentence of 68 O.S. § 1212(C) means that reinstatement restores only the corporation's power to defend suits that arise during the period of disability.”

Gaedeke Holdings VII Ltd v. Stamps Brothers Oil and Gas LLC (2025) okwd

— Okla. Stat. tit. 68, § 1212(c) — 13 cases

Corman v. H-30 Drilling, Inc. (2002) okla “We hold that the trial court did err in denying H-30's motion to vacate judgment and denied H-30 its right to due process of law when the court refused to allow H-30 a reasonable time to pay its taxes after it learned of Corman's January 10, 2000 motion.”

Midvale Mining & Manufacturing Co. v. Dutron Corp. (1977) okla “Both parties rely on 68 O.S.1971 § 1212(c) 1 to support their arguments.”

Phillips & Stong Engineering Co. v. Howard B. James Associates, Inc. (1974) oklacivapp “This appeal raises the question of whether under 68 O.S.1971, § 1212(c) a corporate officer is personally liable for rent becoming due on his corporation’s month-to-month written rental agreement after its license to do business in Oklahoma has been suspended by the Oklahoma…”

Aviation Data Service, Inc. v. A.C.E. Copier Service, Inc. (1992) oklacivapp “Appellant put on its evidence and then moved for directed verdict, alleging Appel-lee was not entitled to defend the lawsuit because it was suspended, pursuant to 68 O.S.1991 § 1212(c), for failure to pay its corporate franchise tax.”

State Ex Rel. Department of Highways v. Martin (1977) oklacivapp “Penalties for failure to do so are provided in 68 O.S.1971, § 1212. Section 1212(a) provides a penalty and that “the Tax Commission may enter an order directing the suspension of the charter .”

— Okla. Stat. tit. 68, § 1212(f) — 2 cases

Specific Systems of Tulsa, Inc. v. American Bank & Trust Co. (2002) oklacivapp

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