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Oklahoma · Snapshot open-us-law v2026.08, retrieved 2026-09-14

Okla. Stat. tit. 54, § 54-500-1109A: Effect of merger

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Where this section sits in the code
  1. OK Code
  2. Title 54

EFFECT OF MERGER.

(a) When a merger becomes effective:

(1) the surviving organization continues or comes into

existence;

(2) each constituent organization that merges into the

surviving organization ceases to exist as a separate entity;

(3) all property owned by each constituent organization that

ceases to exist vests in the surviving organization;

(4) all debts, liabilities, and other obligations of each

constituent organization that ceases to exist continue as

obligations of the surviving organization;

(5) an action or proceeding pending by or against any

constituent organization that ceases to exist may be continued as if

the merger had not occurred;

(6) except as prohibited by other law, all of the rights,

privileges, immunities, powers, and purposes of each constituent

organization that ceases to exist vest in the surviving

organization;

(7) except as otherwise provided in the plan of merger, the

terms and conditions of the plan of merger take effect;

(8) except as otherwise agreed, if a constituent limited

partnership ceases to exist, the merger does not dissolve the

limited partnership for the purposes of Article 8 of this act;

(9) if the surviving organization is created by the merger:

(A) if it is a limited partnership, the certificate of

limited partnership becomes effective; or

(B) if it is an organization other than a limited

partnership, the organizational document that creates

the organization becomes effective; and

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

amendments provided for in the articles of merger for the

organizational document that created the organization become

effective.

(b) A surviving organization that is a foreign organization

consents to the jurisdiction of the courts of this state to enforce

any obligation owed by a constituent organization, if before the

merger the constituent organization was subject to suit in this

state on the obligation. A surviving organization that is a foreign

organization and not authorized to transact business in this state

appoints the Secretary of State as its agent for service of process

for the purposes of enforcing an obligation under this subsection.

Service on the Secretary of State under this subsection is made in

the same manner and with the same consequences as in Section 17 of

this act.

Collected 2026-09-14T18:32:36Z. Source file · JSON

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