Okla. Stat. tit. 54, § 54-500-1108A: Filings required for merger - Effective date

FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.

(a) After each constituent organization has approved a merger,

articles of merger must be signed on behalf of:

(1) each preexisting constituent limited partnership, by each

general partner listed in the certificate of limited partnership;

and

(2) each other preexisting constituent organization, by an

authorized representative.

(b) The articles of merger must include:

(1) the name and form of each constituent organization and the

jurisdiction of its governing statute;

(2) the name and form of the surviving organization, the

jurisdiction of its governing statute, and, if the surviving

organization is created by the merger, a statement to that effect;

(3) the date the merger is effective under the governing

statute of the surviving organization;

(4) if the surviving organization is to be created by the

merger:

(A) if it will be a limited partnership, the limited

partnership’s certificate of limited partnership; or

(B) if it will be an organization other than a limited

partnership, the organizational document that creates

the organization;

(5) if the surviving organization preexists the merger, any

amendments provided for in the plan of merger for the organizational

document that created the organization;

(6) a statement as to each constituent organization that the

merger was approved as required by the organization’s governing

statute;

(7) if the surviving organization is a foreign organization not

authorized to transact business in this state, the street and

mailing address of an office which the Secretary of State may use

for the purposes of subsection (b) of Section 96 of this act; and

(8) any additional information required by the governing

statute of any constituent organization.

(c) The articles of merger shall be signed and delivered by

each constituent limited partnership for filing in the Office of the

Secretary of State.

(d) A merger becomes effective under this article:

(1) if the surviving organization is a limited partnership,

upon the later of:

(A) compliance with subsection (c) of this section; or

(B) subject to subsection (c) of Section 24 of this act,

as specified in the articles of merger; or

(2) if the surviving organization is not a limited partnership,

as provided by the governing statute of the surviving organization.