{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1083.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1083.1","heading":"Merger of parent entity and subsidiary corporation or","body":"corporations.\n\nMERGER OF PARENT ENTITY AND SUBSIDIARY\n\nCORPORATION OR CORPORATIONS\n\nA. In any case in which:\n\n1. At least ninety percent (90%) of the outstanding shares of\n\neach class of the stock of a corporation or corporations, other than\n\na corporation which has in its certificate of incorporation the\n\nprovision required by division (1) of subparagraph g of paragraph 1\n\nof subsection G of Section 1081 of this title, of which class there\n\nare outstanding shares that, absent this subsection, would be\n\nentitled to vote on such merger, is owned by an entity; and\n\n2. One or more of such corporations is a domestic corporation.\n\nUnless the laws of the jurisdiction or jurisdictions under which\n\nsuch entity or such foreign corporations are formed or organized\n\nprohibit such merger, the entity having such stock ownership may\n\neither merge the corporation or corporations into itself and assume\n\nall of its or their obligations, or merge itself, or itself and one\n\nor more of such corporations, into one of the other corporations by:\n\na. authorizing such merger in accordance with such\n\nentity’s governing documents and the laws of the\n\njurisdiction under which such entity is formed or\n\norganized, and\n\nb. acknowledging and filing with the Secretary of State,\n\nin accordance with Section 1007 of this title, a\n\ncertificate of such ownership and merger certifying:\n\n(1) that such merger was authorized in accordance\n\nwith such entity’s governing documents and the\n\nlaws of the jurisdiction under which such entity\n\nis formed or organized, such certificate executed\n\nin accordance with such entity’s governing\n\ndocuments and in accordance with the laws of the\n\njurisdiction under which such entity is formed or\n\norganized, and\n\n(2) the type of entity of each constituent entity to\n\nthe merger; provided, however, that in case the\n\nentity shall not own all the outstanding stock of\n\nall the corporations, parties to a merger as\n\naforesaid:\n\n(a) the certificate of ownership and merger\n\nshall state the terms and conditions of the\n\nmerger including the securities, cash,\n\nproperty, or rights to be issued, paid,\n\ndelivered or granted by the surviving\n\nconstituent party upon surrender of each\n\nshare of the corporation or corporations not\n\nowned by the entity, or the cancellation of\n\nsome or all of such shares, and\n\n(b) such terms and conditions of the merger may\n\nnot result in a holder of stock in a\n\ncorporation becoming a general partner in a\n\nsurviving entity that is a partnership,\n\nother than a limited liability partnership\n\nor a limited liability limited partnership.\n\nAny of the terms of the merger may be made dependent upon facts\n\nascertainable outside of the certificate of ownership and merger,\n\nprovided that the manner in which such facts shall operate upon the\n\nterms of the merger is clearly and expressly set forth in the\n\ncertificate of ownership and merger. The term “facts”, as used in\n\nthe preceding sentence includes, but is not limited to, the\n\noccurrence of any event including a determination or action by any\n\nperson or body including the entity. If the surviving constituent\n\nparty is an entity formed or organized under the laws of a\n\njurisdiction other than this state, subsection D of Section 1082 of\n\nthis title shall also apply to a merger under this section; if the\n\nsurviving constituent party is the entity, the word “corporation”\n\nwhere applicable, as used in subsection D of Section 1082 of this\n\ntitle, shall be deemed to include an entity as defined herein; and\n\nthe terms and conditions of the merger shall obligate the surviving\n\nconstituent party to provide the agreement, and take the actions\n\nrequired by subsection D of Section 1082 of this title.\n\nB. Sections 1088, 1090 and 1127 of this title shall, insofar as\n\nthey are applicable, apply to a merger under this section, and\n\nSection 1089 and subsection E of Section 1081 of this title shall\nherein; and\n\nthe terms and conditions of the merger shall obligate the surviving\n\nconstituent party to provide the agreement, and take the actions\n\nrequired by subsection D of Section 1082 of this title.\n\nB. Sections 1088, 1090 and 1127 of this title shall, insofar as\n\nthey are applicable, apply to a merger under this section, and\n\nSection 1089 and subsection E of Section 1081 of this title shall\n\napply to a merger under this section in which the surviving\n\nconstituent party is a corporation of this state. For purposes of\n\nthis subsection, references to “agreement of merger” in subsection F\n\nof Section 1081 of this title shall mean the terms and condition of\n\nthe merger set forth in the certificate of ownership and merger, and\n\nreferences to “corporation” in Sections 1088, 1089 and 1090 of this\n\ntitle and Section 1127 of this title shall be deemed to include the\n\nentity, as applicable. Section 1091 of this title shall not apply\n\nto any merger effected under this section, except as provided in\n\nsubsection C of this section.\n\nC. In the event all of the stock of a domestic corporation\n\nparty to a merger effected under this section is not owned by the\n\nentity immediately prior to the merger, the shareholders of such\n\ndomestic corporation party to the merger shall have appraisal rights\n\nas set forth in Section 1091 of this title.\n\nD. As used in this section:\n\n1. “Constituent party” means an entity or corporation to be\n\nmerged pursuant to this section;\n\n2. “Entity” means a partnership, whether general or limited,\n\nand including a limited liability partnership and a limited\n\nliability limited partnership, a limited liability company, and any\n\nunincorporated nonprofit or for-profit association, trust or\n\nenterprise having members or having outstanding shares of stock or\n\nother evidences of financial, beneficial or membership interest\n\ntherein, whether formed by agreement or under statutory authority or\n\notherwise and whether formed or organized under the laws of this\n\nstate or the laws of any other jurisdiction; and\n\n3. “Governing documents” means a partnership agreement,\n\noperating agreement, articles of association or any other instrument\n\ncontaining the provisions by which an entity is formed or organized.","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":"eb9d269e45db345703d12c92fe18c11298e1040f3bd95ed4f18e5edb6d38f5ba","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1083","next":"us-ok/okla.-stat.-tit.-18-18-1084"},"notice":"GroundRules: Original legal text. Not legal advice."}