Absentee-Shawnee Tribe of Indians of Oklahoma
Absentee Shawnee Tribe of Indians of Oklahoma Tribal Code
Corporations
Chapter Seven. Foreign Corporations
Section III.701. Admission of Foreign Corporation
No foreign corporation shall have the right to transact business in this jurisdiction until it shall have procured a certificate of authority so to do from the Secretary. No foreign corporation shall be entitled to procure a certificate of authority under this Title to transact in this jurisdiction any business which a corporation organized under this Title is not permitted to transact. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the tribe, state, or country under which such corporation is organized governing its organization and internal affairs differ from the laws of the Absentee Shawnee Tribe, and nothing in this Title contained shall be construed to authorize the Absentee Shawnee Tribe to regulate the organization or the internal affairs of such corporation. Without excluding other activities which may not constitute transacting business in this jurisdiction of foreign corporation shall not be considered to be transacting business in this jurisdiction, for the purposes of this Title, by reason of carrying on this jurisdiction any one or more of the following activities:
(a) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
(b) Holding meetings of its directors and shareholders or carrying on other activities concerning its internal affairs.
(c) Maintaining bank accounts.
(d) Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.
(e) Effecting sales through independent contractors.
(f) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without jurisdiction before becoming binding contracts.
(g) Creating as borrower or lender, or acquiring, indebtedness or mortgages or other security interests in real or personal property.
(h) Securing or collecting debts or enforcing any rights in property securing the same.
(i) Transacting any business in interstate, international, or intertribal commerce. When such business does not begin, end, or contain any separate transaction in this jurisdiction.
(j) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.
Absentee Shawnee Corporation Act Section III.701, AST CORP Act Section III.701
Section IV.702. Powers of Foreign Corporation
A foreign corporation which shall have received a certificate of authority under this Title shall, until a certificate of revocation or of withdrawal shall have been issued as provided in this Title, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; and, except as in this Title otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
Absentee Shawnee Corporation Act Section IV.702, AST CORP Act Section IV.702
Section V.703. Corporate Name of Foreign Corporation
No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation:
(a) Shall contain the word “corporation,” “company,” “incorporated,” or “limited,” or shall contain an abbreviation of one of such words, or such corporation shall, for sue in this jurisdiction, add at the end of its name one of such words or an abbreviation thereof.
(b) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its Articles of Incorporation or that it is authorized or empowered to conduct the business of banking or insurance, or professional services prohibited to corporation by this Title.
(c) Shall not be the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of the Absentee Shawnee Tribe of Oklahoma or any foreign corporation authorized to transact business in this jurisdiction, or a name the exclusive right to which is, at the time, reserved in the manner provided in this Title, or the name of a corporation which has in effect a registration of its name as provided in this Title except that this provision shall not apply if the foreign corporation applying for a certificate of authority files with the Secretary any one of the following:
(1) A resolution of its board of directors adopting a fictitious name for use in transacting business in this jurisdiction which fictitious name is not deceptively similar to the name of any domestic corporation or of any foreign corporation authorized to transact business in this jurisdiction or to any name reserved or registered as provided in this Title, or
(2) The written consent of such other corporation or holder of a reserved or registered name to use the same or deceptively similar name and one or more words are added to make such name distinguishable from such other name, or
(3) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of such foregoing corporation to the use of such name of jurisdiction.
Absentee Shawnee Corporation Act Section V.703, AST CORP Act Section V.703
Section VI.704. Change of Name by Foreign Corporation
Whenever a foreign corporation which is authorized to transact business in this jurisdiction shall change its name to one under which certificate of authority would not be granted to it on application therefore, the certificate of authority of such corporation shall be suspended and it shall not thereafter transact any business in this jurisdiction until it has changed its name to a name which is available to it under the laws of this jurisdiction or has otherwise compiled with the provisions of this Title.
Absentee Shawnee Corporation Act Section VI.704, AST CORP Act Section VI.704
Section VII.705. Application for Certificate of Authority
A foreign corporation, in order to procure a certificate of authority to transact business in this jurisdiction, shall make application therefore to the Secretary, which application shall set forth:
(a) The name of the corporation and the state, tribe, or county under the laws of which it is incorporated.
(b) If the name of the corporation does not contain the word “corporation,” “company,” “incorporated,” or “limited,” or does not contain an abbreviation of one of such words, then the name of the corporation with the word or abbreviate which it elects to add thereto for use in this jurisdiction.
(c) The date of incorporation and the period of duration of the corporation.
(d) The address of the principal office of the corporation in the state, tribe, or country under the laws of which it is incorporated.
(e) The address of the proposed registered office of the corporation in this reservation, and the name of its proposed registered agent in this reservation at such address.
(f) The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this jurisdiction.
(g) The names and respective addresses of the directors and officers of the corporation.
(h) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
(i) A statement of the aggregate number of issued shares itemized by classes, par value of shares, shares without par value, and series, if any, within a class.
(j) A statement, expressed in dollars, of the amount of stated capital of the corporation, as defined in this Title.
(k) An estimate expressed in dollars, of the value of all property to be owned by the corporation for the following year, wherever located, and an estimate of the value of the property of the corporation to be located within this jurisdiction during such year, and an estimate expressed in dollars, of the gross amount of business which will be transacted by the corporation during.
(l) Such additional information as may be necessary as appropriate in order to enable the Secretary to determine whether such corporation is entitled to a certificate of authority to transact business in this jurisdiction and to determine and assess the fees and franchise taxes payable as in this Title prescribed.
Such application shall be made on forms prescribed and furnished by the Secretary and shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary, and verified by one of its officers singing such application.
Absentee Shawnee Corporation Act Section VII.705, AST CORP Act Section VII.705
Section VIII.706. Filing of Application for Certificate of Authority
Duplicate originals of the application of the corporation for a certificate of authority shall be delivered to the Secretary, together with a copy of its Articles of Incorporation and all amendments thereto, duly authenticated by the proper officer of the state, tribe, or country under the laws of which it is incorporated.
If the Secretary finds that such application conforms to law, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(a) Endorse on each of such documents the word “Filed,” and the month, day and year of the filing thereof.
(b) File in his office one of such duplicate originals of the application and the copy of the Articles of Incorporation and amendments thereto.
(c) Issue a certificate of authority to transact business in this jurisdiction to which he shall affix the other duplicate original application. The certificate of authority, together with the duplicate original of the application affixed thereto by the Secretary, shall be returned to the corporation or its representative.
Absentee Shawnee Corporation Act Section VIII.706, AST CORP Act Section VIII.706
Section IX.707. Effect of Certificate of Authority
Upon the issuance of a certificate of authority by the Secretary, the corporation shall be authorized to transact business in this jurisdiction, for those purposes set forth in its application, subject, however, to the right of the Absentee Shawnee Tribe to suspend or to revoke such authority as provided in this Title.
Absentee Shawnee Corporation Act Section IX.707, AST CORP Act Section IX.707
Section X.708. Registered Office and Registered Agent of Foreign Corporation
Each foreign corporation authorized to transact business in this jurisdiction shall have and continuously maintain in this reservation:
(a) A registered office which may be, but need not be the same as its place of business in this jurisdiction, or
(b) A registered agent, which agent may be either an individual resident in this jurisdiction whose business office is identical with such registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this jurisdiction, having a business office identical with such registered office.
Absentee Shawnee Corporation Act Section X.708, AST CORP Act Section X.708
Section XI.709. Change of Registered Office or Registered Agent of Corporation
A foreign corporation authorized to transact business in this jurisdiction may change its registered office or change its registered agent, or both, upon filing in the office of the Secretary a statement setting forth:
(a) The name of the corporation.
(b) The address of its then registered office.
(c) If the address of its then registered office be changed, the address to which the registered office is to be changed.
(d) The name of its then registered agent.
(e) If its registered agent be changed, the name of its successor registered agent.
(f) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
(g) That such change was authorized by resolution duly adopted by its board of directors.
Such statement shall be executed by the corporation by its president or a vice president, and verified by him, and delivered to the Secretary. If the Secretary finds that such statement conforms to the provisions of this Title, he shall file such statement in his office, and upon such filing the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective. Any registered agent of a foreign corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Secretary, who shall forthwith mail a copy thereof to the corporation at its principal office in the state, tribe, or country under the laws of which it is incorporated. The appointment of such agent shall terminate upon the expiration of such agent shall terminate upon a registered agent changes his or its business address to another place within this reservation he or it may change such address and the address of the registered office of any corporation of which he or it is registered agent by filing a statement as required above except that it need be signed only by the registered agent and need not be responsive to (e) or (g) and must recite that a copy of the statement has been mailed to the corporation.
Absentee Shawnee Corporation Act Section XI.709, AST CORP Act Section XI.709
Section XII.710. Service of Process on Foreign Corporation
The registered agent so appointed by a foreign corporation authorized to transact business in this jurisdiction shall be an agent of such corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. Whenever a foreign corporation authorized to transact business in this jurisdiction shall fail to appoint or maintain a registered agent in this jurisdiction, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked, then the Secretary shall be an agent of such corporation upon whom any such process, notice, or demand may be served. Service on the Secretary of any such process, notice or demand shall be made by delivering to and leaving with him, or with any clerk having charge of the corporation department of his office, duplicate copies of such process, notice or demand. In the event any such process, notice or demand is served on the Secretary, he shall immediately cause one of such copies thereof to be forwarded by registered mail, addressed to the corporation at its principal office in the state, tribe, or country. Any service so had on the Secretary shall be returnable in not less than thirty days. The Secretary shall keep a record of all processes, notices and demands served upon him under this section, and shall record therein the time of such service and his action with reference thereto. Nothing contained shall limit or affect the right to serve any process, notice or demand, required or permitted by law to be served upon a foreign corporation in any other manner now or hereafter permitted by law.
Absentee Shawnee Corporation Act Section XII.710, AST CORP Act Section XII.710
Section XIII.711. Amendment to Articles of Incorporation of Foreign Corporation
Whenever the Articles of Incorporation of a foreign corporation authorized to transact business in this jurisdiction are amended, such foreign corporation shall, within thirty days after such amendment becomes effective, file in the office of the Secretary a copy of such amendment duly authenticated by the proper officer of the state, or tribe, or country under the laws of which it is incorporated; but the filing thereof shall not of itself enlarge or alter the purpose or purposes which such corporation is authorized to pursue in the transaction of business in this jurisdiction, nor authorized such corporation to transact business in this jurisdiction under any other name than the name set forth in its certificate of authority.
Absentee Shawnee Corporation Act Section XIII.711, AST CORP Act Section XIII.711
Section XIV.712. Merger of Foreign Corporation Authorized to Transact Business in this Jurisdiction
Whenever a foreign corporation authorized to transact business in this jurisdiction shall be a party to a statutory merger permitted by the laws of the state, tribe, or country under the laws of which it is incorporated, and such corporation shall be the surviving corporation, it shall, within thirty days after such merger becomes effective, file with the Secretary a copy of the articles of merger duly authenticated by the proper officer of the state, tribe, or country under the laws of which such statutory merger was effected; and it shall not be necessary for such corporation to procure either a new or amended certificate of authority to transact business in this jurisdiction unless the name of such corporation desires to pursue in this jurisdiction other or additional purposes than those which it is then authorized to transact in this jurisdiction.
Absentee Shawnee Corporation Act Section XIV.712, AST CORP Act Section XIV.712
Section XV.713. Amended Certificate of Authority
A foreign corporation authorized to transact business in this jurisdiction shall procure an amended certificate of authority in the event it changes its corporate name, or desires to pursue in this jurisdiction other or addition purposes than those set forth in its prior application for a certificate of authority, by making application therefore to the Secretary. The requirements in respect to the form and contents of such application, the manner of its execution, the filing of duplicate originals thereof with the Secretary, the issuance of an amended certificate of authority and the effect thereof shall be the same as in the case of an original application for a certificate of authority.
Absentee Shawnee Corporation Act Section XV.713, AST CORP Act Section XV.713
Section XVI.714. Withdrawal of Foreign Corporation
A foreign corporation authorized to transact business in this jurisdiction may withdraw from this jurisdiction upon procuring from the Secretary a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign corporation shall deliver to the Secretary an application for withdrawal, which shall set forth:
(a) The name of the corporation and the state, tribe, or country under the laws of which it is incorporated.
(b) That the corporation is not transacting business in this jurisdiction.
(c) That the corporation surrenders its authority to transact business in this jurisdiction.
(d) That the corporation revokes the authority of its registered agent in this jurisdiction to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this jurisdiction during the time the corporation was authorized to transact business in this jurisdiction may thereafter to be made on such corporation by service thereof on the Secretary.
(e) A post-office address to which the Secretary may mail a copy of any process against the corporation that may be served on him.
(f) A statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes, par value shares, shares without par value, and series, if any, within a class, as of the date of such application.
(g) A statement of the aggregate number of issued shares, itemized by class, par value of shares, shares without par value, and series, if any, within a class, as of the date of such application.
(h) A statement, expressed in dollars, of the amount of stated capital of the corporation, as of the date of such application.
(i) Such additional information as may be necessary or appropriate in order to enable the Secretary to determine and assess any unpaid fees or franchise taxes payable by such foreign corporation as in this Title prescribed.
The application for withdrawal shall be made on forms prescribed and furnished by the Secretary and shall be executed by the corporation by its president or vice president and by its secretary or an assistant secretary, and verified by one of the officers signing the application, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee and verified by him.
Absentee Shawnee Corporation Act Section XVI.714, AST CORP Act Section XVI.714
Section XVII.715. Filing of Application for Withdrawal
Duplicate originals of such application for withdrawal shall be delivered to the Secretary. If the Secretary finds that such application conforms to the provisions of this Title, he shall, when all fees and franchise taxes have been paid as in this Title prescribed:
(a) Endorse on each of such duplicate originals the word “Filed,” and the month, day and year of the filing thereof.
(b) File one of such duplicate originals in his office.
(c) Issue a certificate of withdrawal to which he shall affix the other duplicate original. The certificate of withdrawal, together with the duplicate original of the application for withdrawal affixed thereto by the Secretary, shall be returned to the corporation or its representative. Upon the issuance of such certificate of withdrawal, the authority of the corporation to transact business in this jurisdiction shall cease.
Absentee Shawnee Corporation Act Section XVII.715, AST CORP Act Section XVII.715
Section XVIII.716. Revocation of Certificate of Authority
(a) The certificate of authority of a foreign corporation to transact business in this jurisdiction may be revoked by the Secretary upon the conditions prescribed in this section when:
(1) The corporation has failed to file its annual report within the time required by this Title, or has failed to pay any fees, franchise taxes or penalties prescribed by this Title when they have become due and payable; or
(2) The corporation has failed to appoint and maintain a registered agent in this reservation as required by this Title; or
(3) The corporation has failed, after change of its registered office or registered agent, file in the office of the Secretary a statement of such change as required by this Title; or
(4) The corporation has failed to file in the office of the Secretary any amendment to its Articles of Incorporation or any articles of merger within the time prescribed by this Title; or
(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such corporation pursuant to this Title.
(b) No certificate of authority of a foreign corporation shall be revoked by the Secretary unless:
(1) He shall have given the corporation not less than sixty days notice thereof by mail addressed to its registered office in this jurisdiction, and
(2) The corporation shall fail prior to revocation to file such annual report, or pay such fees, franchise taxes or penalties, or file the required statement of change of registered agent or registered office, or file such articles of amendment or articles of merger, or correct such misrepresentation.
Absentee Shawnee Corporation Act Section XVIII.716, AST CORP Act Section XVIII.716
Section XIX.717. Issuance of Certificate of Revocation
Upon revoking any such certificate of authority, the Secretary shall:
(a) Issue a certificate of revocation in duplicate.
(b) File one of such certificate in his office.
(c) Mail to such corporation at its registered office in this jurisdiction a notice of such revocation accompanied by one of such certificates. Upon the issuance of such certificate of revocation, the authority of the corporation to transact business in this jurisdiction shall cease.
Absentee Shawnee Corporation Act Section XIX.717, AST CORP Act Section XIX.717
Section XX.718. Transacting Business Without Certificate of Authority
No foreign corporation transacting business in this jurisdiction without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this jurisdiction, until such corporation shall have obtained a certificate of authority. Nor shall any action, suit or proceeding be maintained in any court of this jurisdiction by any successor or assignee of such corporation on any right, claim or demand arising out of the transaction of business by such corporation in this jurisdiction, until a certificate of authority shall have obtained by such corporation or by a corporation which has acquired all or substantially all of its assets.
The failure of a foreign corporation to obtain a certificate of authority to transact business in this jurisdiction, shall not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any court of this jurisdiction. A foreign corporation which transacts business in this jurisdiction without a certificate of authority shall be liable to the Absentee Shawnee Tribe, for the years or parts thereof during which it transacted business in this jurisdiction without a certificate of authority, in an amount equal to all fees and franchise taxes which would have been imposed by this Title upon which would have been imposed by this Title upon such corporation had it duly applied for and received a certificate of authority to transact business in this jurisdiction as required by this Title and thereafter filed all reports required by this Title, plus all penalties imposed by this Title for failure to pay such fees and franchise taxes. The Prosecutor or the Tribal Attorney shall bring proceedings to recover all amounts due the Absentee Shawnee Tribe under the provisions of this section, and to enjoin any further transaction of business by such foreign corporation within this jurisdiction until such corporation complies with the laws of the Absentee Shawnee Tribe of Oklahoma. The Tribe shall have a first lien upon any property of a corporation which transacts business in this jurisdiction without a certificate of authority to guarantee payment of all fees, taxes, and penalties due to the Tribe, and upon the order of the court may seize and impound any property or assets of such corporation which may be found within the Tribal jurisdiction. Upon reduction of the Tribe's claims for fees, taxes, and penalties due to judgment, the Tribe may take title to such property or assets as have been seized and impounded in full liquidation of its claims, or may execute upon such property and conduct a public sale thereof as in other execution sales under the laws of the Absentee Shawnee Tribe, provided, that within ten days of the date of judgment is entered such corporation may redeem and secure the release of any property so seized or impounded by paying into court the full amount of the judgment.
Absentee Shawnee Corporation Act Section XX.718, AST CORP Act Section XX.718