{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1085","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1085","heading":"Merger or consolidation of domestic and foreign nonstock","body":"corporations - Service of process upon surviving or resulting\n\ncorporation.\n\nMERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN NONSTOCK\n\nCORPORATIONS; SERVICE OF PROCESS UPON\n\nSURVIVING OR RESULTING CORPORATION\n\nA. Any one or more nonstock domestic corporations may merge or\n\nconsolidate with one or more other foreign nonstock corporations,\n\nunless the laws of the jurisdiction or jurisdictions under which\n\nsuch foreign nonstock corporation or corporations are organized\n\nprohibit such merger or consolidation. The constituent corporations\n\nmay merge into a single surviving corporation, which may be any one\n\nof the constituent corporations, or they may consolidate into a new\n\nresulting nonstock corporation formed by the consolidation, which\n\nmay be a corporation of the jurisdiction of organization of any one\n\nof the constituent corporations, pursuant to an agreement of merger\n\nor consolidation, as the case may be, complying and approved in\n\naccordance with the provisions of this section. The term \"foreign\n\nnonstock corporation\" means a nonstock corporation organized under\n\nthe laws of any jurisdiction other than this state.\n\nB. 1. All the constituent corporations shall enter into an\n\nagreement of merger or consolidation. The agreement shall state:\n\na. the terms and conditions of the merger or\n\nconsolidation,\n\nb. the mode of carrying the same into effect,\n\nc. in the case of a merger in which the surviving\n\ncorporation is a domestic corporation, such amendments\n\nor changes in the certificate of incorporation of the\n\nsurviving corporation as are desired to be effected by\n\nthe merger, which amendments or changes many amend and\n\nrestate the certificate of incorporation of the\n\nsurviving corporation in its entirety, or, if no such\n\namendments or changes are desired, a statement that\n\nthe certificate of incorporation of the surviving\n\ncorporation shall be its certificate of incorporation,\n\nd. in the case of a consolidation in which the resulting\n\ncorporation is a domestic corporation, that the\n\ncertificate of incorporation of the resulting\n\ncorporation shall be as is set forth in an attachment\n\nto the agreement,\n\ne. the manner, if any, of converting the memberships or\n\nmembership interests of each of the constituent\n\ncorporations into memberships or membership interests\n\nof the corporation surviving or resulting from such\n\nmerger or consolidation, or of canceling some or all\n\nof the memberships or membership interests, and if any\n\nmemberships or membership interests of any of the\n\nconstituent corporations are not to remain\n\noutstanding, to be converted solely into memberships\n\nor membership interests of the surviving or resulting\n\ncorporation or to be cancelled, the cash, property,\n\nrights or securities of any other corporation or\n\nentity which the holders of such memberships or\n\nmembership interests are to receive in exchange for,\n\nor upon conversion of, such memberships or membership\n\ninterests, which cash, property, rights or securities\n\nof any other corporation or entity may be in addition\n\nto or in lieu of memberships or membership interests\n\nof the surviving or resulting corporation,\n\nf. such other details and provisions as shall be deemed\n\ndesirable including, without limiting the generality\n\nof the foregoing, a provision for the payment of cash\n\nin lieu of the issuance or recognition of fractional\n\nshares, rights or other securities of any other\n\ncorporation or entity the shares, rights or other\n\nsecurities of which are to be received in the merger\n\nor consolidation, or for some other arrangement with\n\nrespect thereto, consistent with Section 1036 of this\n\ntitle, and\n\ng. such other provisions or facts as required to set\n\nforth in an agreement of merger or consolidation,\n\nincluding any provision for amendment of the\n\ncertificate of incorporation or equivalent document,\n\nor a surviving foreign nonstock corporation by the\nother arrangement with\n\nrespect thereto, consistent with Section 1036 of this\n\ntitle, and\n\ng. such other provisions or facts as required to set\n\nforth in an agreement of merger or consolidation,\n\nincluding any provision for amendment of the\n\ncertificate of incorporation or equivalent document,\n\nor a surviving foreign nonstock corporation by the\n\nlaws of each jurisdiction under which any of the\n\nforeign nonstock corporation are organized.\n\n2. Any of the terms of the agreement of merger or consolidation\n\nmay be made dependent upon facts ascertainable outside of such\n\nagreement, provided that the manner in which such facts shall\n\noperate upon the terms of the agreement is clearly and expressly set\n\nforth in the agreement of merger or consolidation. 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.\n\nC. The agreement shall be adopted, approved, certified,\n\nexecuted and acknowledged by each of the constituent corporations in\n\naccordance with the laws under which it is organized and, in the\n\ncase of domestic corporation, in the same manner as is provided for\n\nin Section 1084 of this title. The agreement shall be filed and\n\nshall become effective for all purposes of the laws of this state\n\nwhen and as provided for in Section 1084 of this title with respect\n\nto the merger of nonstock domestic corporations. Insofar as they\n\nmay be applicable, the provisions of paragraphs 1 through 9 of\n\nsubsection C of Section 1082 of this title shall apply to a merger\n\nunder this section, and the reference therein to \"shareholder\" shall\n\nbe deemed to include \"member\" hereunder.\n\nD. If the corporation surviving or resulting from the merger or\n\nconsolidation is a foreign nonstock corporation, it shall agree that\n\nit may be served with process in this state in any proceeding for\n\nenforcement of any obligation of any constituent domestic\n\ncorporation, as well as for enforcement of any obligation of the\n\nsurviving or resulting corporation arising from the merger or\n\nconsolidation and shall irrevocably appoint the Secretary of State\n\nas its agent to accept service of process in any suit or other\n\nproceedings and shall specify the address to which a copy of such\n\nprocess shall be mailed by the Secretary of State. In the event of\n\nsuch service upon the Secretary of State in accordance with the\n\nprovisions of Section 2004 of Title 12 of the Oklahoma Statutes, the\n\nSecretary of State shall immediately notify such surviving or\n\nresulting corporation thereof by letter, certified mail, return\n\nreceipt requested, directed to such corporation at its address so\n\nspecified, unless such surviving or resulting corporation shall have\n\ndesignated in writing to the Secretary of State a different address\n\nfor such purpose, in which case it shall be mailed to the last\n\naddress so designated. Such letter shall enclose a copy of the\n\nprocess and any other papers served upon the Secretary of State. It\n\nshall be the duty of the plaintiff in the event of such service to\n\nserve process and any other papers in duplicate, to notify the\n\nSecretary of State that service is being made pursuant to the\n\nprovisions of this subsection, and to pay the Secretary of State the\n\nfee prescribed by paragraph 7 of Section 1142 of this title, which\n\nfee shall be taxed as part of the costs in the proceeding if the\n\nplaintiff shall prevail therein. The Secretary of State shall\n\nmaintain an alphabetical record of any such service setting forth\n\nthe name of the plaintiff and defendant, the title, docket number\n\nand nature of the proceeding in which process has been served upon\n\nhim, the fact that service has been effected pursuant to the\n\nprovisions of this subsection, the return date thereof, and the date\nthe\n\nplaintiff shall prevail therein. The Secretary of State shall\n\nmaintain an alphabetical record of any such service setting forth\n\nthe name of the plaintiff and defendant, the title, docket number\n\nand nature of the proceeding in which process has been served upon\n\nhim, the fact that service has been effected pursuant to the\n\nprovisions of this subsection, the return date thereof, and the date\n\nwhen the service was made. The Secretary of State shall not be\n\nrequired to retain such information for a period longer than five\n\n(5) years from his receipt of service of process.\n\nE. 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\nif the corporation surviving the merger is a domestic corporation.\n\nF. The provisions of subsection D of Section 1081 of this title\n\nshall apply to a merger under this section; provided, however, that\n\nreferences to the board of directors, to shareholders, and to shares\n\nof a constituent corporation shall be deemed to be references to the\n\ngoverning body of the corporation, to members of the corporation,\n\nand to memberships or membership interests, as applicable,\n\nrespectively.\n\nG. Nothing in this section shall be construed to authorize the\n\nmerger of a charitable nonstock corporation into a nonstock\n\ncorporation if the charitable nonstock corporation would thereby\n\nhave its charitable status lost or impaired; but a nonstock\n\ncorporation may be merged into a charitable nonstock corporation\n\nwhich shall continue as the surviving corporation.","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":"1591fcb6434cc34bf5b5f3ed928410003ca954096c32d2f0cc0b743243f816fb","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1084","next":"us-ok/okla.-stat.-tit.-18-18-1086"},"notice":"GroundRules: Original legal text. Not legal advice."}