{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1086","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1086","heading":"Merger or consolidation of domestic stock and nonstock","body":"corporations.\n\nMERGER OR CONSOLIDATION OF DOMESTIC STOCK\n\nAND NONSTOCK CORPORATIONS\n\nA. Any one or more domestic nonstock corporations, whether or\n\nnot organized for profit, may merge or consolidate with one or more\n\ndomestic stock corporations, whether or not organized for profit.\n\nThe constituent corporations may merge into a single surviving\n\ncorporation, which may be any one of the constituent corporations,\n\nor they may consolidate into a new resulting corporation formed by\n\nthe consolidation, pursuant to an agreement of merger or\n\nconsolidation, as the case may be, complying and approved in\n\naccordance with the provisions of this section. The surviving\n\nconstituent corporation or the resulting corporation may be\n\norganized for profit or not organized for profit and may be a stock\n\ncorporation or a nonstock corporation.\n\nB. The board of directors of each stock corporation which\n\ndesires to merge or consolidate and the governing body of each\n\nnonstock corporation which desires to merge or consolidate shall\n\nadopt a resolution approving an agreement of merger or\n\nconsolidation. The agreement shall state:\n\n1. The terms and conditions of the merger or consolidation;\n\n2. The mode carrying the same into effect;\n\n3. In the case of a merger, 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, 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 stock of a\n\nstock corporation and the memberships or membership interests of a\n\nnonstock corporation into shares or other securities of a stock\n\ncorporation or memberships or membership interests of a nonstock\n\ncorporation surviving or resulting from such merger or\n\nconsolidation, or of canceling some or all of the shares or\n\nmemberships or membership interests, and if any shares of any such\n\nstock corporation or memberships or membership interests of any such\n\nnonstock corporation are not to remain outstanding, to be converted\n\nsolely into shares or other securities of the stock corporation or\n\nmemberships or membership interests of the nonstock corporation\n\nsurviving or resulting from such merger or consolidation, or to be\n\ncanceled, the cash, property, rights or securities of any other\n\ncorporation or entity which the holders of shares of any such stock\n\ncorporation or memberships or membership interests of any such\n\nnonstock corporation are to receive in exchange for, or upon\n\nconversion of such shares or memberships or membership interests,\n\nand the surrender of any certificates evidencing them, which cash,\n\nproperty, rights or securities of any other corporation or entity\n\nmay be in addition to or in lieu of shares or other securities of\n\nany stock corporation or memberships or membership interests of any\n\nnonstock corporation surviving or resulting from such merger or\n\nconsolidation; and\n\n6. Such 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 any\n\nother corporation or entity the shares, rights or other securities\n\nof which are to be received in the merger or consolidation, or for\n\nsome other arrangement with respect thereto, consistent with Section\n\n1036 of this title.\n\nC. Any of the terms of the agreement of merger or consolidation\nof fractional shares, rights or other securities of any\n\nother corporation or entity the shares, rights or other securities\n\nof which are to be received in the merger or consolidation, or for\n\nsome other arrangement with respect thereto, consistent with Section\n\n1036 of this title.\n\nC. 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\n\nor action by any person or body, including the corporation.\n\nD. The agreement, required by subsection B of this section in\n\nthe case of each constituent stock corporation, shall be adopted,\n\napproved, certified, executed and acknowledged by each constituent\n\ncorporation in the same manner as is provided for in Section 1081 of\n\nthis title and, in the case of each constituent nonstock\n\ncorporation, shall be adopted, approved, certified, executed and\n\nacknowledged by each of said constituent corporations in the same\n\nmanner as is provided for in Section 1084 of this title. The\n\nagreement shall be filed and shall become effective for all purposes\n\nof the laws of this state when and as provided for in Section 1081\n\nof this title with respect to the merger of stock corporations of\n\nthis state. Insofar as they may be applicable, the provisions of\n\nparagraphs 1 through 7 of subsection C of Section 1081 of this title\n\nshall apply to a merger under this section, and the reference\n\ntherein to \"shareholder\" shall be deemed to include \"member\"\n\nhereunder.\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\nThe provisions of subsection D of Section 1081 of this title shall\n\napply to any constituent stock corporation participating in a merger\n\nor consolidation pursuant to the provisions of this section. The\n\nprovisions of subsection F of Section 1081 of this title shall apply\n\nto any constituent stock corporation participating in a merger\n\npursuant to the provisions of this section.\n\nF. 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\nprovided, however, that for purposes of a constituent nonstock\n\ncorporation, references to the board of directors, to shareholders,\n\nand to shares of a constituent corporation shall be deemed to be\n\nreferences to the governing body of the corporation, to members of\n\nthe corporation, and to memberships or membership interests, as\n\napplicable, respectively.\n\nG. Nothing in this section shall be construed to authorize the\n\nmerger of a charitable nonstock corporation into a stock\n\ncorporation, if the charitable status of such nonstock corporation\n\nwould thereby be lost or impaired; but a stock corporation may be\n\nmerged into a charitable nonstock corporation which shall continue\n\nas 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":"499560ddd8af32f0b9fe2d4a261832ec6144ea2963127cb86aec397a69793751","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1085","next":"us-ok/okla.-stat.-tit.-18-18-1087"},"notice":"GroundRules: Original legal text. Not legal advice."}