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- The GENIUS 0Act and the Stable Coin ERA
- Oklahoma’s corporations law
- Consumer Credit Code (“U3C”) Surcharges
The GENIUS ACT and the Stable Coin ERA
By Scott Thompson
The passage of the Guiding and Establishing National Innovation for U.S. Stablecoins Act (GENIUS Act) represents a potential defining moment for the traditional American financial system. This landmark legislation has officially brought stablecoins—digital tokens pegged to a fiat currency like the U.S. dollar—in from the regulatory cold. What was once a speculative instrument is now a defined, federally supervised component of the monetary system.
The proliferation of regulated stablecoins introduces credible threats of deposit flight and new forms of systemic risk. However, the GENIUS Act also codifies an extraordinary set of potential opportunities for banks. It carves out a sanctioned pathway for traditional financial institutions to become the core pillars of a new, tokenized financial architecture. This framework allows banks to act as the primary issuers, custodians, and market-makers for the next generation of digital value. It does this by leveraging their most defensible assets: trust, regulatory expertise, and balance sheet integrity.
To comprehend the strategic shifts precipitated by the GENIUS Act, a precise understanding of the underlying instruments is necessary. The most critical distinction lies between privately issued stablecoins and bank tokenized deposits.
Fiat-collateralized stablecoins are digital tokens recorded on a blockchain, issued by a private entity that aims to maintain a stable value relative to a specified fiat currency. The stability mechanism is straightforward: for every stablecoin issued, the issuer holds an equivalent value in reserve assets, typically composed of cash and short-term government securities. Their primary utility has been within the cryptocurrency ecosystem, but they have gained traction for cross-border payments and remittances, offering a potential alternative to slower, more expensive traditional payment rails.
Two other models of stablecoins exist, though their viability has been severely questioned. Crypto-collateralized stablecoins are backed by a surplus of other, more volatile cryptocurrencies. Algorithmic stablecoins attempt to maintain their peg without any collateral, relying on complex algorithms to manage supply. The catastrophic collapse of the TerraUSD (UST) algorithmic stablecoin in 2022, which erased over $40 billion in value, serves as the defining cautionary tale for this model and was a primary catalyst for the risk-averse posture adopted by regulators.
In contrast to stablecoins, tokenized deposits are not a new type of liability but rather a new technological representation of an existing one. A tokenized deposit is a digital token issued by a regulated bank that represents a customer’s direct claim on their funds held in a deposit account at that specific bank. These tokens are recorded on a blockchain, but they remain a liability on the issuing bank’s balance sheet. As such, they are fully backed by the issuing institution and covered by the same protections as traditional deposits, including FDIC deposit insurance. JPMorgan’s JPM Coin is a prominent example used for internal and interbank payment settlement.
One of the best ways to analyze these forms of digital cash is the legal and economic location of their core liability. When a customer uses funds from their bank account to purchase a stablecoin, the liability shifts from the bank to the stablecoin issuer. The bank loses a stable, low-cost retail deposit, which is replaced in the financial system by a more volatile, uninsured wholesale deposit from the stablecoin issuer. Conversely, if a bank were to issue that same customer a tokenized deposit, the customer’s claim remains directly on the bank. The form of the claim changes to a digital token, but its legal and economic substance does not. The bank’s funding base is preserved. This fundamental distinction drives all other differences in risk, regulation, and systemic impact.
The GENIUS Act creates a comprehensive federal framework to bring payment stablecoins under regulatory supervision. Its provisions reflect a clear intent to foster responsible innovation while mitigating risks. At its core, the Act makes it unlawful for any entity other than a “Permitted Payment Stablecoin Issuer” (PPSI) to issue stablecoins. It establishes a dual regulatory structure, allowing for both federally-regulated issuers (subsidiaries of banks or qualified nonbanks supervised by the OCC) and state-regulated issuers operating under a certified state framework.
To prevent collapses, the Act imposes stringent requirements on reserves. PPSIs must maintain reserves backing their stablecoins on at least a one-to-one basis. The composition of these reserves is strictly limited to high-quality, liquid assets like cash, short-term U.S. Treasuries, and certain repurchase agreements. This is a direct response to the questionable asset quality of some major stablecoin issuers. The Act also prohibits issuers from reusing reserve assets for other purposes, like lending, and forbids them from paying interest to stablecoin holders.
Perhaps one of the most impactful provisions of the Act is the legal clarity it provides. The Act amends federal statutes to explicitly state that a payment stablecoin issued by a PPSI is not a security or a commodity. This resolves years of regulatory ambiguity and firmly places payment stablecoins under the purview of banking regulators. Furthermore, all PPSIs are classified as “financial institutions” under the Bank Secrecy Act (BSA), subjecting them to the full panoply of U.S. anti-money laundering (AML) and countering the financing of terrorism (CFT) regulations.
While the GENIUS Act provides a framework for participation, it also legitimizes an instrument that poses fundamental threats to the traditional banking business model. The most direct threat is the disintermediation of bank deposits. When a customer purchases a stablecoin, they exchange a bank deposit for a claim on the stablecoin issuer. This removes funds from the bank’s account, eating away at its core funding base. For the banking system, the impact can be a degradation of its funding model. A stable, low-cost, FDIC-insured retail deposit is transformed into a more volatile, uninsured, and typically higher-cost wholesale deposit from a single large financial entity. This shift has the potential to create pressures on banks’ net interest margins and funding stability.
Stablecoins are also structurally vulnerable to runs, much like money market funds. A loss of confidence in the issuer’s reserves can trigger mass redemptions, forcing the issuer to rapidly liquidate its reserve assets. This can create a dangerous contagion vector for the banking system. The 2023 failure of Silicon Valley Bank (SVB) provided a stark demonstration. When concerns arose about SVB’s stability, holders of the USDC stablecoin, grew fearful because its issuer (Circle) held cash reserves at the bank. This triggered a run on the stablecoin, which then transmitted back to the bank as the issuer attempted to withdraw its billions in deposits, exacerbating the run on SVB itself.
The same forces that threaten to disintermediate banks also create a powerful set of opportunities for them to reaffirm their central role. The GENIUS Act provides the regulatory sanction for banks to move from defense to offense. The most direct opportunity is for banks to become issuers themselves. By offering their own stablecoins or tokenized deposits, banks can provide clients with 24/7, programmable, and near-instant payment solutions that revolutionize areas like cross-border payments and corporate treasury management. A bank-issued digital dollar carries an inherent brand trust that non-bank alternatives may struggle to match.
Custody—the secure safeguarding of assets—is another area where banks may be able to thrive. As the digital asset ecosystem matures, the demand for secure, regulated, institutional-grade custody solutions is likely to explode. Banks are uniquely positioned to meet this demand, acting as qualified custodians for their clients’ digital assets and for the reserve assets of third-party stablecoin issuers. This role has been explicitly affirmed by federal regulators like the OCC.
The digital asset economy also requires reliable bridges to the traditional fiat financial system. Banks are the natural operators of these critical “on-ramps” and “off-ramps,” generating fee revenue and establishing themselves as indispensable gateways to the tokenized world. Finally, banks can hold digital assets to enhance their own operations and client services, such as by developing integrated accounts that allow customers to hold both traditional fiat and digital assets in a single interface.
While stablecoins are the immediate focus, they are merely the beginning of the potential for a much larger transformation in the future: the tokenization of all financial assets. Tokenization is the process of creating a digital representation of an ownership claim on a real-world asset (RWA) and recording it on a blockchain. This can be applied to virtually any asset, from stocks and bonds to traditionally illiquid assets like real estate, private equity, and fine art. One of its most powerful applications is bringing liquidity to these historically illiquid markets. A $50 million private credit fund, once tokenized, can be “fractionalized” into millions of smaller digital units, making high-value investments accessible to a much broader pool of investors.
Once assets are tokenized, they also become programmable. This unlocks the potential for a hyper-efficient credit market where tokenized RWAs can be used as collateral for loans directly on a blockchain. Smart contracts can automate the entire lending lifecycle, drastically reducing costs, settlement times, and counterparty risks. Such a vast, tokenized RWA economy cannot function without a trusted, stable, and liquid form of on-chain cash for settlement. The regulated payment stablecoins and tokenized deposits enabled by the GENIUS Act are potentially that instrument. They are the “dollars” of the on-chain economy. An institution with a robust digital cash infrastructure is positioning itself to be a successful digital asset bank of tomorrow.
The advent of regulated stablecoins may eventually force a critical choice upon the traditional banking institution: be disrupted by the flight of deposits and the fragmentation of payment systems, or seize the opportunity to lead the next evolution of finance. The risk of disintermediation is tangible, but the opportunity for strategic re-intermediation exists as well. If stablecoins and tokenized deposits do, in fact, represent a turning point in the financial and monetary system, banks may need to embrace developing capabilities in both bank-native tokenized deposits for wholesale use cases and publicly-accessible stablecoins to compete in the broader retail ecosystem. This would require a foundational infrastructure for digital asset custody and on-chain compliance. Banks would leverage their decades of experience in navigating complex regulatory environments as a competitive barrier that non-bank challengers cannot easily replicate.
However, it is also possible that the sea change in the financial and monetary system is overblown. It is possible that stablecoins will remain small and niche. Stablecoins currently make up about .01% of the monetary supply. It is also possible that stablecoins simply integrate into the banking system as another payment rail along with credit cards, debit cards, wires, ACH, etc. It’s really too early to tell.
What is clear is that banks should stay informed. Some may want to get out in front. Some may want to take a wait-and-see approach. But regardless of a bank’s proclivities, it needs to be prepared to adapt a future involving digital assets. Even if the bank is not yet ready to make a leap, it should begin to envision what the other side of that leap would look like in the event it eventually needs to jump.
Oklahoma’s corporation law
By Scott Thompson
Earlier this year, I conducted a session on Legal Entities at the OBA’s Intermediate School. The presentation was general in nature and covered numerous types of entities such as corporations, partnerships and LLCs. This month, I wanted to take a deeper dive into corporations under Oklahoma law and discuss how some recent legislative changes might affect Oklahoma businesses.
Oklahoma corporate law is primarily governed by the Oklahoma General Corporation Act (OGCA), codified in Title 18, Chapter 22 of the Oklahoma Statutes. The OGCA provides the legal framework for corporate formation, management, and operations, outlining rights and responsibilities of shareholders, directors, and officers. In addition, the Oklahoma Banking Code (“OBC”), Title 6 of the Oklahoma Statutes, contains specific provisions relating to the corporate functions of banks. Notably, Section 715 of Title 6, states that, except as is inconsistent with the OBC, the provisions of the OGCA apply to banking corporations. This article will first address the OGCA and then discuss some of the specific provisions of the OBC.
Corporate Governance
Board of Directors
Under the OGCA, a corporation’s business is managed by its board of directors, unless otherwise specified in the OGCA or the certificate of incorporation. The board must have one or more natural persons, with the number typically set by bylaws. Directors are not required to be shareholders unless mandated by the charter or bylaws.
A majority of directors generally constitutes a quorum, though bylaws may allow a lower number (not less than one-third). Board actions require a majority vote of directors present at a quorum, unless a greater vote is stipulated. The board can designate committees with broad powers, except for actions requiring shareholder approval or related to bylaws. Directors are protected when relying in good faith on corporate records and information from competent sources. Actions can be taken without a meeting via written or electronic consent from all members. Meetings can be held outside Oklahoma, and remote participation is allowed. The board fixes director compensation.
The OGCA allows for classified boards with staggered terms and permits conferring greater or lesser voting powers on individual directors or classes. Directors can be removed with or without cause by a majority of voting shares, with exceptions for classified boards and cumulative voting scenarios.
The OBC expands on the OGCA with more specific requirements for the board of directors of a bank. Bank boards must have at least five (5) directors, who need not be shareholders of the bank. Upon joining the board and each year thereafter if reelected to the board by the shareholders, the board member must sign an oath to diligently and honestly administer the affairs of the bank and to not knowingly violate or permit to be violated the provisions of the OBC. The signed and notarized oath is then transmitted to the Bank Commissioner.
Bank boards are also required to meet at least once every month unless the Bank Commissioner approves meeting once every two months. Like the OGCA, board members may participate by teleconference or video conference, or other means, provided that the member can participate in the meeting and be aware of all communications and business being conducted in real-time.
The OBC also requires certain reports be reviewed monthly by the board, that the board approve relinquishment of any fiduciary account, and that the board appoint a committee to supervise investment of fiduciary funds. The OBC also requires the directors to submit each calendar year an examination of the affairs of the bank, including the character and value of investments and loans the efficiency of operating procedures and such other matters as the Bank Commissioner may require. A report of examination must be submitted to the Commissioner and the examination may be conducted by the board, a board committee, by certified public accounts or by independent auditors.
Officers
OGCA Section 1028 addresses the titles, duties, selection, and terms of corporate officers. Officers manage day-to-day affairs under board direction, with roles typically defined by bylaws and board resolutions within the OGCA framework. The OBC also addresses bank officers. It states that the officers designated by the bylaws shall be elected by the board of directors. The president and managing officer shall be members of the board of directors. The president may also serve as managing officer. The OBC specifically allows the board of to enter into employment contracts with its officers and employees upon reasonable terms and conditions. An officer may be removed by the board of directors at any time but removal shall not prejudice any rights that the officer may have to damages for breach of contract of employment.
Shareholder Rights
Voting Rights
Oklahoma shareholders have specific voting rights, detailed in OGCA sections like §18-1057. Actions typically requiring a shareholder meeting can be taken without one via written or electronic consent, provided sufficient holders consent within 60 days. Non-unanimous consents require prompt notice to non-consenting shareholders.
For stock corporations, a majority of voting shares generally constitutes a quorum, unless the charter or bylaws specify otherwise. Corporate actions (excluding director elections) are typically approved by a majority of shares present at a quorum. Directors are elected by a plurality of votes. OGCA §18-1059 addresses cumulative voting, which can enhance minority shareholder representation. Voting by proxy is permitted, generally valid for three years unless specified longer.
Inspection Rights
Under OGCA §18-1065, any shareholder can inspect and copy the corporation’s stock ledger, shareholder list, and “other books and records” during business hours. This requires a written demand under oath stating a “proper purpose” related to their shareholder interest. The scope of “books and records” appears broad, including subsidiary records if the parent has control.
For stock ledger or shareholder list requests with proper formalities, the burden shifts to the corporation to prove an improper purpose. For other books and records, the shareholder must establish their status, demand compliance, and proper purpose. The court can order inspection and impose limitations. Directors also have an independent right to examine records for purposes related to their position, with the burden on the corporation to prove an improper purpose.
Oklahoma’s §18-1065 appears to maintain a broad scope for “other books and records” and a less stringent “proper purpose” standard for non-ledger documents than states such as Delaware. This suggests Oklahoma may offer shareholders easier access to corporate affairs, a significant consideration for shareholder advocates or companies prioritizing internal privacy.
Appraisal Rights
OGCA §18-1091 grants appraisal rights to shareholders dissenting from certain corporate actions (e.g., mergers, consolidations, conversions, share acquisitions). Shareholders holding shares continuously from demand to effective date, and not voting in favor, are entitled to a district court appraisal of “fair value”.
Exclusions generally apply to shares listed on a national securities exchange or held by over 2,000 holders, or for surviving corporation shares in mergers not requiring a shareholder vote. Exceptions exist if shareholders must accept consideration other than publicly traded stock or surviving entity shares. To perfect rights, shareholders must demand appraisal before the vote or within 20 days of notice of approval. The surviving entity must notify shareholders of their rights. A petition for appraisal can be filed within 120 days of the transaction’s effective date. The court determines entitlement and appraises shares, excluding value from the transaction’s accomplishment or expectation, and may award interest. Oklahoma’s statutory appraisal rights indicate a shared principle of providing a fair value exit for dissenting shareholders in significant transactions.
Derivative Actions
In Oklahoma, a shareholder’s derivative suit (brought on behalf of the corporation) requires the plaintiff to aver contemporaneous ownership of shares at the time of the complained-of transaction. OGCA §18-1126 also addresses cost and fee allocation, allowing reasonable costs, including attorney fees, if the action confers a substantial benefit on the corporation. The court can also require the non-prevailing party to pay the prevailing party’s reasonable expenses.
Unlike Texas, which allows corporations to require an ownership threshold of no more than 3% for derivative lawsuits, Oklahoma’s §18-1126 does not specify such a high threshold, only requiring contemporaneous ownership. This suggests Oklahoma has not adopted a high ownership threshold, potentially making derivative actions more accessible to smaller shareholders than in Texas. This also contrasts with Delaware’s recent legislative efforts (e.g., Section 220 amendments) seen as indirectly limiting information gathering for such lawsuits and increasing protections for leadership. This difference could position Oklahoma as more “shareholder-friendly” for litigation, potentially diverting some cases from Delaware or Texas.
Director Duties and Liability
Fiduciary Duties
Oklahoma corporate law imposes fundamental fiduciary duties on directors and officers: the duty of care and the duty of loyalty. These duties ensure fiduciaries act in the corporation’s and shareholders’ best interests.
The duty of care requires directors to act in good faith, exercise reasonable care, and make informed decisions, staying informed and diligently overseeing affairs. The “prudent man rule” guides due care, involving meeting attendance, material review, participation, and independent inquiries.
The duty of loyalty mandates directors act solely in the corporation’s best interests, avoiding conflicts of interest and self-dealing.
Directors also have a duty of obedience, ensuring the corporation acts within its authority and complies with laws.
Business Judgment Rule
The business judgment rule is a cornerstone legal doctrine in Oklahoma, protecting directors from liability for good-faith, diligent decisions. It presumes directors acted on an informed basis, in good faith, and in the corporation’s best interests. Courts generally defer to board decisions unless there’s clear evidence of fraud, unmanaged conflict of interest, or gross negligence. The rule does not apply if a director acted in bad faith, engaged in self-dealing, failed to inform themselves, or exhibited gross negligence.
Oklahoma provides statutory recognition of the rule, for instance, in the Oklahoma Limited Liability Company Act, reinforcing its applicability to corporate directors. While core fiduciary duties and the business judgment rule are common across U.S. jurisdictions, judicial interpretation and statutory exculpation provisions can significantly impact director liability. Predictability and depth of case law will vary between Delaware’s specialized court and Oklahoma’s courts.
Exculpation Provisions
Since 1987, the OGCA has allowed corporations to include exculpatory provisions in their certificate of incorporation, eliminating or limiting directors’ personal liability for monetary damages from fiduciary duty breaches.
In 2025, Oklahoma’s Senate Bill 620 (SB 620) amended Section 1006.B.7 of the OGCA to extend these exculpatory provisions to protect officers as well as directors. This exculpation is not absolute and does not protect against breaches of the duty of loyalty, bad faith acts, intentional misconduct, knowing law violations, or improper personal benefits.
Corporate Finance
Issuance of Stock and Lawful Consideration
OGCA §18-1033 regulates consideration for capital stock issuance. Consideration can include cash, tangible or intangible property, or any benefit to the corporation. Services to be performed are explicitly excluded as lawful consideration. The board determines payment form and can delegate stock issuance authority, but must specify maximum shares, issuance period, and minimum consideration, and cannot permit self-issuance. In the absence of actual fraud, directors’ judgment on consideration value is conclusive. Stock issued per this section is fully paid and non-assessable upon receipt of consideration.
Declaration and Payment of Dividends and Distributions
The OGCA strictly regulates dividend declaration and payment, allowing cash, property, or capital stock dividends. For unissued stock dividends, the board must designate an amount as capital, unless it’s a stock split. OGCA §18-1100.2 outlines procedures for distributions to claimants and shareholders upon dissolution, with claims paid by priority and remaining assets distributed to shareholders. Directors of a dissolved corporation are not personally liable if prescribed procedures are followed.
Oklahoma’s corporate finance framework for stock issuance, dividends, and distributions largely aligns with standard practices in most modern corporate statutes, including Delaware’s. This indicates fundamental mechanics are highly similar, making the legal framework familiar for capital structure management.
Mergers and Acquisitions
The OGCA provides a comprehensive statutory framework for various M&A transactions, including domestic and foreign entity combinations, primarily in OGCA §18-1081 et seq.
Domestic mergers or consolidations require a board-approved agreement, then shareholder vote. The agreement must state terms, conversion of shares, and can be dependent on “facts ascertainable outside of the agreement”. A majority of outstanding voting stock is generally required, with 20 days’ notice to shareholders. Exceptions to shareholder vote exist for wholly-owned subsidiaries or if no shares have been issued. Merger agreements can include termination provisions by the board (even after shareholder approval) or amendments by boards prior to effectiveness (with limitations on adverse shareholder effects).
OGCA §18-1081(G) outlines conditions for holding company mergers without a shareholder vote, and §18-1081(H) permits mergers without a shareholder vote after a tender offer for all outstanding stock, particularly for publicly traded companies.
Oklahoma’s detailed M&A statutes, including provisions for complex transactions like holding company mergers and tender offer mergers, indicate a sophisticated framework that accommodates modern restructuring strategies, offering legal predictability.
Recent Legislative Developments (2025)
Oklahoma has pursued significant legislative initiatives in 2025 to enhance its business environment and compete for corporate charters.
Creation of Business Courts (SB 632)
A cornerstone of Oklahoma’s strategy is the sanctioning of specialized business courts through Senate Bill 632 (SB 632). These courts, effective no earlier than January 1, 2026, will be in Oklahoma and Tulsa counties. Their purpose is to streamline complex commercial disputes, reducing costs and time for businesses. This is a direct measure to achieve Oklahoma’s business-friendly goal.
Jurisdiction covers complex claims with a minimum of $500,000 in controversy, excluding certain consumer claims. Business court judges, appointed by the Governor with Senate confirmation from a Speaker of the House list, must have at least ten years of relevant legal experience. SB 632 was approved May 29, 2025, effective September 1, 2025. Note, however, that a lawsuit was filed challenging SB 632 as unconstitutional and the Oklahoma Supreme Court issued an opinion finding that it was unconstitutional. It remains to be seen whether the legislature will try to craft a business court system that be compliant with the Court’s ruling, or if such an endeavor is even possible.
Other Tort Reforms and Business-Friendly Initiatives
Beyond business courts, Oklahoma has enacted broader legal reforms to curb “excessive lawsuits” and protect businesses. These include:
- Reinstatement of a $500,000 cap on non-economic damages (e.g., pain and suffering) (SB 453)
- Increased transparency into Third-Party Litigation Funding (TPLF), making funding agreements discoverable and banning funding from foreign adversaries. (HB 2619)
- “Phantom Damages Reform,” preventing recovery based on inflated medical bills. (SB 453)
- “Public Nuisance Reform,” clarifying the law to prevent misuse against businesses. (SB1115)
- Strengthening “Offer of Judgment Laws,” encouraging settlement of frivolous lawsuits.
These reforms are designed to further enhance Oklahoma’s “business-friendly” environment.
Uniform Consumer Credit Code (“U3C”) – Surcharges
By Pauli D. Loeffler
Effective November 1, 2025, the Oklahoma Uniform Consumer Credit Code found in Title 14A of the Oklahoma Statutes is amended to allow a surcharge for payment by credit card. To get some perspective, I will first cover the history leading up to this change.
The Supreme Court of the United States (“SCOTUS) in 2017 in a unanimous decision held that New York General Business Law Section 518, which provides that “No seller in any sales transaction may impose a surcharge on a holder who elects to use a credit card in lieu of payment by cash, check, or similar means, regulates merchants’ speech. SCOTUS remanded the case to the United States Court of Appeals for the Second Circuit to determine whether the regulation is unconstitutional under the First Amendment.
While this decision does not override the laws of states that prohibit merchants assessing a surcharge on customers who elect to pay by credit card, this decision did signal that the SCOTUS may ultimately hold that the New York law and other similar state laws unconstitutionally regulate merchants’ commercial speech rights in violation of the First Amendment.
The Oklahoma Attorney General Opinion provided an opinion regarding surcharges in 2019 which you can read in full at this link. (https://www.oscn.net/applications/oscn/DeliverDocument.asp?CiteID=486348)
This Attorney General Opinion like other AG opinions is only advisory and cannot be relied upon until and unless an Oklahoma district, court of appeals, or the Oklahoma Supreme Court determines it is correct.
On the other hand, discounts for paying in cash are always legal, but increasing a fee for use of a credit card under the Oklahoma Consumer Credi Code in Tit.14A (“the U3C”) prohibits this practice: under Sec. 2-211:
- With respect to all sales, service, and lease transactions including, but not limited to, any consumer credit sales transaction, a discount which a seller offers, allows, or otherwise makes available for the purpose of inducing payment by cash, check, debit card, or similar means rather than by use of a credit card shall not constitute a credit service charge as determined under Section 2-109 of this title if the discount is offered to all prospective buyers clearly and conspicuously in accordance with regulations of the Administrator of Consumer Credit. There shall be no limit on the discount that may be offered by the seller. Pursuant to the regulations of the Administrator, a seller who provides a discount not in accordance with regulations shall disclose such information to the Administrator.
- No seller may impose a surcharge on a cardholder who elects to pay using a credit card instead of paying by cash, check, debit card, or similar means unless the seller complies with the following requirements:
- Notice displaying the amount of the surcharge applicable shall be clearly and conspicuously posted at the point of entry and the point of sale for in-person transactions and the home page and the point-of-sale webpage for online transactions. Notice, including all required information, shall be verbally disclosed to the customer for transactions processed over the phone; and
- No surcharge shall exceed two percent (2%) of the total transaction or the actual amount to be charged to the person or retailer to process the credit card transaction, whichever is less. A customer shall not be considered to have chosen to use a credit card as a method of payment under this section if, at the time of the transaction, the person or retailer accepts only credit cards as payment.
- A seller who is registered with the United States Department of the Treasury as a money transmitter pursuant to 31 C.F.R., Section 103.41, and who provides an electronic funds transmission service, including service by telephone and the Internet, may charge a different price for a funds transmission service based on the mode of transmission used in the transaction without violating this section so long as the price charged for a service paid for with an open-end credit card or debit card account is not greater than the price charged for such service if paid for with currency or other similar means accepted within the same mode of transmission.
- Any seller subject to the provisions of subsection C of this section shall either conduct business at a location in this state or comply with the provisions of Section 1022 of Title 18of the Oklahoma Statutes.
- As used in this section:
- “Credit card” means any instrument or device, whether known as a credit card, credit plate, charge card, or by any other name, issued with or without fee by an issuer for the use of the cardholder in money, goods or services, or anything of value on credit;
- “Seller” means any person, entity, or retailer doing business in this state in any sales, service, or lease transaction including, but not limited to, any consumer credit sales transaction; and
- “Surcharge” means any additional amount imposed by a person, entity, or retailer at the time of a credit card transaction that increases the amount of the transaction for the use of a credit card as payment.
- For purposes of this section, a private educational institution as defined in paragraph (e) of Section 3102 of Title 70of the Oklahoma Statutes, a private school defined as a nonpublic entity conducting an educational program for at least one grade between prekindergarten through twelve, a municipality as defined in paragraph 5 of Section 1-102 of Title 11 of the Oklahoma Statutes or a public trust with a municipality as its beneficiary may charge a service fee. The service fee shall be limited to bank processing fees and financial transaction fees, the cost of providing for secure transaction, portal fees, and fees necessary to compensate for increased bandwidth incurred as a result of providing the transaction.
Finally, surcharges on debit cards are prohibited by Visa’s rules and are not allowed under Oklahoma’s new law which limits surcharging to credit card transactions. not debit or prepaid cards. This prohibition comes from federal law (the Durbin Amendment) and applies nationwide.
Important note: Even when processed as credit transactions (without PIN entry), debit cards cannot be surcharged. Businesses must have systems to distinguish between credit and debit cards to ensure compliance.