{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1083","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1083","heading":"Merger of parent corporation and subsidiary corporation","body":"or corporations.\n\nMERGER OF PARENT CORPORATION AND SUBSIDIARY\n\nCORPORATION OR CORPORATIONS\n\nA. In any case in which at least ninety percent (90%) of the\n\noutstanding shares of each class of stock of a corporation or\n\ncorporations, other than a corporation which has in its certificate\n\nof incorporation the provision required by division (1) of\n\nsubparagraph g of paragraph 1 of subsection G of Section 1081 of\n\nthis title of which class there are outstanding shares that, absent\n\nthis subsection, would be entitled to vote on such merger, is owned\n\nby a domestic corporation or a foreign corporation, and one or more\n\nof such corporations is a domestic corporation, unless the laws of\n\nthe jurisdiction or jurisdictions under which the foreign\n\ncorporation or corporations are organized prohibit such merger, the\n\nparent corporation may either merge the subsidiary corporation or\n\ncorporations into itself and assume all of its or their obligations,\n\nor merge itself, or itself and one or more of the other subsidiary\n\ncorporations, into one of the other subsidiary corporations by\n\nexecuting, acknowledging, and filing, in accordance with the\n\nprovisions of Section 1007 of this title, a certificate of ownership\n\nand merger setting forth a copy of the resolution of its board of\n\ndirectors to merge and the date of its adoption; provided, however,\n\nthat in case the parent corporation shall not own all the\n\noutstanding stock of all the subsidiary corporations which are\n\nparties to the merger, the resolution of the board of directors of\n\nthe parent corporation shall state the terms and conditions of the\n\nmerger, including the securities, cash, property, or rights to be\n\nissued, paid, delivered, or granted by the surviving corporation\n\nupon surrender of each share of the subsidiary corporation or\n\ncorporations not owned by the parent corporation or the cancellation\n\nof some or all of the shares. Any of the terms of the resolution of\n\nthe board of directors to so merge may be made dependent upon facts\n\nascertainable outside of such resolution, provided that the manner\n\nin which such facts shall operate upon the terms of the resolution\n\nis clearly and expressly set forth in the resolution. The term\n\n\"facts\", as used in the preceding sentence includes, but is not\n\nlimited to, the occurrence of any event including a determination or\n\naction by any person or body, including the corporation. If the\n\nparent corporation is not the surviving corporation, the resolution\n\nshall include provision for the pro rata issuance of stock of the\n\nsurviving corporation to the holders of the stock of the parent\n\ncorporation on surrender of any certificates therefor, and the\n\ncertificate of ownership and merger shall state that the proposed\n\nmerger has been approved by a majority of the outstanding stock of\n\nthe parent corporation entitled to vote thereon at a meeting thereof\n\nduly called and held after twenty (20) days' notice of the purpose\n\nof the meeting is mailed to each shareholder at the shareholder's\n\naddress as it appears on the records of the corporation if the\n\nparent corporation is a domestic corporation or shall state that the\n\nproposed merger has been adopted, approved, certified, executed, and\n\nacknowledged by the parent corporation in accordance with the laws\n\nunder which it is organized if the parent corporation is a foreign\n\ncorporation. If the surviving corporation is a foreign corporation,\n\nthe provisions of subsection D of Section 1082 of this title or\n\nsubsection C of Section 1087 of this title, as applicable, shall\n\nalso apply to a merger pursuant to the provisions of this section,\n\nand the terms and conditions of the merger shall obligate the\n\nsurviving corporation to provide the agreement, and take the\n\nactions, required by subsection D of Section 1082 of this title or\n\nsubsection C of Section 1087 of this title, as applicable.\nthis title or\n\nsubsection C of Section 1087 of this title, as applicable, shall\n\nalso apply to a merger pursuant to the provisions of this section,\n\nand the terms and conditions of the merger shall obligate the\n\nsurviving corporation to provide the agreement, and take the\n\nactions, required by subsection D of Section 1082 of this title or\n\nsubsection C of Section 1087 of this title, as applicable.\n\nB. Subject to the provisions of paragraph 1 of subsection A of\n\nSection 1006 of this title, if the surviving corporation is an\n\nOklahoma corporation, it may change its corporate name by the\n\ninclusion of a provision to that effect in the resolution of merger\n\nadopted by the directors of the parent corporation and set forth in\n\nthe certificate of ownership and merger, and upon the effective date\n\nof the merger, the name of the corporation shall be changed.\n\nC. The provisions of subsection D of Section 1081 of this title\n\nshall apply to a merger pursuant to the provisions of this section,\n\nand the provisions of subsection E of Section 1081 of this title\n\nshall apply to a merger pursuant to the provisions of this section\n\nin which the surviving corporation is the subsidiary corporation and\n\nis a domestic corporation. For purposes of this subsection,\n\nreferences to \"agreement of merger\" in subsections D and E of\n\nSection 1081 of this title shall mean the resolution of merger\n\nadopted by the board of directors of the parent corporation. Any\n\nmerger which effects any changes other than those authorized by the\n\nprovisions of this section or made applicable by this subsection\n\nshall be accomplished in accordance with the provisions of Section\n\n1081, 1082, 1083.1, 1085 or 1087 of this title. The provisions of\n\nSection 1091 of this title shall not apply to any merger effected\n\npursuant to the provisions of this section, except as provided for\n\nin subsection D of this section.\n\nD. In the event all of the stock of a subsidiary Oklahoma\n\ncorporation party to a merger effected pursuant to the provisions of\n\nthis section is not owned by the parent corporation immediately\n\nprior to the merger, the shareholders of the subsidiary Oklahoma\n\ncorporation party to the merger shall have appraisal rights as set\n\nforth in Section 1091 of this title.\n\nE. This section shall apply to nonstock corporations if the\n\nparent corporation is such a corporation and is the surviving\n\ncorporation of the merger; provided, however, that references to the\n\ndirectors of the parent corporation shall be deemed to be references\n\nto members of the governing body of the parent corporation, and\n\nreferences to the board of directors of the parent corporation shall\n\nbe deemed to be references to the governing body of the parent\n\ncorporation.\n\nF. Nothing in this section shall be deemed to authorize the\n\nmerger of a corporation with a charitable nonstock corporation, if\n\nthe charitable status of such charitable nonstock corporation would\n\nthereby be lost or impaired.","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":"5d2e86b205a7ed764f2fdf9b15ede87b6b949eab3c120becfeeb7206b933b289","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1082","next":"us-ok/okla.-stat.-tit.-18-18-1083.1"},"notice":"GroundRules: Original legal text. Not legal advice."}