{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1082","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1082","heading":"Merger or consolidation of domestic and foreign","body":"corporations - Service of process upon surviving or resulting\n\ncorporation.\n\nMERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN CORPORATIONS;\n\nSERVICE OF PROCESS UPON SURVIVING OR RESULTING CORPORATION\n\nA. Any one or more domestic corporations may merge or\n\nconsolidate with one or more foreign corporations, unless the laws\n\nof the jurisdiction or jurisdictions under which such foreign\n\ncorporation or corporations are organized prohibit the merger or\n\nconsolidation. The constituent corporations may merge into a single\n\nsurviving corporation, which may be any one of the constituent\n\ncorporations, or they may consolidate into a new resulting\n\ncorporation formed by the consolidation, which may be a corporation\n\nof the jurisdiction of organization of any one of the constituent\n\ncorporations, pursuant to an agreement of merger or consolidation,\n\nas the case may be, complying and approved in accordance with the\n\nprovisions of this section.\n\nB. All the constituent corporations shall enter into an\n\nagreement of merger or consolidation. The agreement shall state:\n\n1. The terms and conditions of the merger or consolidation;\n\n2. The mode of carrying the same into effect;\n\n3. In the case of a merger in which the surviving corporation\n\nis a domestic corporation, such amendments or changes in the\n\ncertificate of incorporation of the surviving corporation as are\n\ndesired to be effected by the merger, which amendments or changes\n\nmay amend and restate the certificate of incorporation of the\n\nsurviving corporation in its entirety, or, if no such amendments or\n\nchanges are desired, a statement that the certificate of\n\nincorporation of the surviving corporation shall be its certificate\n\nof incorporation;\n\n4. In the case of a consolidation in which the resulting\n\ncorporation is a domestic corporation, that the certificate of\n\nincorporation of the resulting corporation shall be as is set forth\n\nin an attachment to the agreement;\n\n5. The manner, if any, of converting the shares of each of the\n\nconstituent corporations into shares or other securities of the\n\ncorporation surviving or resulting from the merger or consolidation,\n\nor of canceling some or all of the shares, and, if any shares of any\n\nof the constituent corporations are not to remain outstanding, to be\n\nconverted solely into shares or other securities of the surviving or\n\nresulting corporation or to be canceled, the cash, property, rights\n\nor securities of any other corporation or entity which the holder of\n\nthe shares is to receive in exchange for, or upon conversion of, the\n\nshares and the surrender of any certificates evidencing them, which\n\ncash, property, rights or securities of any other corporation or\n\nentity may be in addition to or in lieu of the shares or other\n\nsecurities of the surviving or resulting corporation;\n\n6. Other details or provisions as are deemed desirable\n\nincluding, without limiting the generality of the foregoing, a\n\nprovision for the payment of cash in lieu of the issuance or\n\nrecognition of fractional shares, rights or other securities of the\n\nsurviving or resulting corporation or of any other corporation or\n\nentity, the shares, rights or other securities of which are to be\n\nreceived in the merger or consolidation, or for some other\n\narrangement with respect thereto consistent with the provisions of\n\nSection 1036 of this title; and\n\n7. Other provisions or facts as shall be required to be set\n\nforth in an agreement of merger or consolidation including any\n\nprovision for amendment of the certificate of incorporation or\n\nequivalent document of a surviving or resulting corporation and that\n\ncan be stated in the case of a merger or consolidation. Any of the\n\nterms of the agreement of merger or consolidation may be made\n\ndependent upon facts ascertainable outside of the agreement;\n\nprovided, that the manner in which the facts shall operate upon the\n\nterms of the agreement is clearly and expressly set forth in the\nor\n\nequivalent document of a surviving or resulting corporation and that\n\ncan be stated in the case of a merger or consolidation. Any of the\n\nterms of the agreement of merger or consolidation may be made\n\ndependent upon facts ascertainable outside of the agreement;\n\nprovided, that the manner in which the facts shall operate upon the\n\nterms of the agreement is clearly and expressly set forth in the\n\nagreement of merger or consolidation. The term “facts” as used in\n\nthis paragraph includes, but is not limited to, the occurrence of\n\nany event including a determination or action by any person or body\n\nincluding the corporation.\n\nC. The agreement shall be adopted, approved, executed, and\n\nacknowledged by each of the constituent corporations in accordance\n\nwith the laws under which it is organized, and, in the case of a\n\ndomestic corporation, in the same manner as is provided for in\n\nSection 1081 of this title. The agreement shall be filed and shall\n\nbecome effective for all purposes of the laws of this state when and\n\nas provided for in Section 1081 of this title with respect to the\n\nmerger or consolidation of domestic corporations. In lieu of filing\n\nthe agreement of merger or consolidation, the surviving or resulting\n\ncorporation may file a certificate of merger or consolidation\n\nexecuted in accordance with the provisions of Section 1007 of this\n\ntitle, which states:\n\n1. The name and jurisdiction of organization of each of the\n\nconstituent corporations;\n\n2. That an agreement of merger or consolidation has been\n\napproved, adopted, executed and acknowledged by each of the\n\nconstituent corporations in accordance with the provisions of this\n\nsubsection;\n\n3. The name of the surviving or resulting corporation;\n\n4. In the case of a merger in which the surviving corporation\n\nis a domestic corporation, the amendments or changes in the\n\ncertificate of incorporation of the surviving corporation, which may\n\nbe amended and restated, that are effected by the merger, which\n\namendments or changes may amend and restate the certificate of\n\nincorporation of the surviving corporation in its entirety, or, if\n\nno amendments or changes are desired, a statement that the\n\ncertificate of incorporation of the surviving corporation shall be\n\nits certificate of incorporation;\n\n5. In the case of a consolidation in which the resulting\n\ncorporation is a domestic corporation, that the certificate of\n\nincorporation of the resulting corporation shall be as is set forth\n\nin an attachment to the certificate;\n\n6. That the executed agreement of consolidation or merger is on\n\nfile at the principal place of business of the surviving or\n\nresulting corporation, and the address thereof;\n\n7. That a copy of the agreement of consolidation or merger will\n\nbe furnished by the surviving or resulting corporation, on request\n\nand without cost, to any shareholder of any constituent corporation;\n\n8. If the corporation surviving or resulting from the merger or\n\nconsolidation is a domestic corporation, the authorized capital\n\nstock of each constituent corporation which is not a domestic\n\ncorporation; and\n\n9. The agreement, if any, required by the provisions of\n\nsubsection D of this section. For purposes of Section 1085 of this\n\ntitle, the term “shareholder” in subsection D of this section shall\n\nbe deemed to include “member”.\n\nD. If the corporation surviving or resulting from the merger or\n\nconsolidation is a foreign corporation, it shall agree that it may\n\nbe served with process in this state in any proceeding for\n\nenforcement of any obligation of any constituent corporation of this\n\nstate, as well as for enforcement of any obligation of the surviving\n\nor resulting corporation arising from the merger or consolidation,\n\nincluding any suit or other proceeding to enforce the right of any\n\nshareholders as determined in appraisal proceedings pursuant to the\n\nprovisions of Section 1091 of this title, and shall irrevocably\nent of any obligation of any constituent corporation of this\n\nstate, as well as for enforcement of any obligation of the surviving\n\nor resulting corporation arising from the merger or consolidation,\n\nincluding any suit or other proceeding to enforce the right of any\n\nshareholders as determined in appraisal proceedings pursuant to the\n\nprovisions of Section 1091 of this title, and shall irrevocably\n\nappoint the Secretary of State as its agent to accept service of\n\nprocess in any suit or other proceedings and shall specify the\n\naddress to which a copy of process shall be mailed by the Secretary\n\nof State. In the event of service upon the Secretary of State in\n\naccordance with the provisions of Section 2004 of Title 12 of the\n\nOklahoma Statutes, the Secretary of State shall immediately notify\n\nthe surviving or resulting corporation thereof by letter, certified\n\nmail, return receipt requested, directed to the surviving or\n\nresulting corporation at the address specified unless the surviving\n\nor resulting corporation shall have designated in writing to the\n\nSecretary of State a different address for this purpose, in which\n\ncase it shall be mailed to the last address so designated. The\n\nnotice shall include a copy of the process and any other papers\n\nserved on the Secretary of State pursuant to the provisions of this\n\nsubsection. It shall be the duty of the plaintiff in the event of\n\nsuch service to serve process and any other papers in duplicate, to\n\nnotify the Secretary of State that service is being effected\n\npursuant to the provisions of this subsection, and to pay the\n\nSecretary of State the fee provided for in paragraph 7 of subsection\n\nA of Section 1142 of this title, which fee shall be taxed as part of\n\nthe costs in the proceeding. The Secretary of State shall maintain\n\nan alphabetical record of any such service setting forth the name of\n\nthe plaintiff and the defendant, the title, docket number and nature\n\nof the proceeding in which process has been served upon the\n\nSecretary of State, the fact that service has been effected pursuant\n\nto the provisions of this subsection, the return date thereof, and\n\nthe date service was made. The Secretary of State shall not be\n\nrequired to retain such information longer than five (5) years from\n\nreceipt of the service of process by the Secretary of State.\n\nE. The provisions of subsection D of Section 1081 of this title\n\nshall apply to any merger or consolidation pursuant to the\n\nprovisions of this section. The provisions of subsection E of\n\nSection 1081 of this title shall apply to a merger pursuant to the\n\nprovisions of this section in which the surviving corporation is a\n\ndomestic corporation. The provisions of subsections F and H of\n\nSection 1081 of this title shall apply to any merger pursuant to the\n\nprovisions of this section.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"a971f536c811029562483e61130b702589b458edd6afe5cb1f437d8871d879ba","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1081","next":"us-ok/okla.-stat.-tit.-18-18-1083"},"notice":"GroundRules: Original legal text. Not legal advice."}