{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1087","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1087","heading":"Merger or consolidation of domestic and foreign stock and","body":"nonstock corporations.\n\nMERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN\n\nSTOCK AND NONSTOCK CORPORATIONS\n\nA. Any one or more domestic corporations, whether stock or\n\nnonstock corporations and whether or not organized for profit, may\n\nmerge or consolidate with one or more foreign corporations, unless\n\nthe laws of the jurisdiction or jurisdictions under which such\n\nforeign corporation or corporations are organized prohibit such\n\nmerger or consolidation. The constituent corporations may merge\n\ninto a single surviving corporation, which may be any one of the\n\nconstituent corporations, or they may consolidate into a new\n\nresulting corporation formed by the consolidation, which may be a\n\ncorporation of the jurisdiction of organization of any one of the\n\nconstituent corporations, 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 or\n\nresulting corporation may be either a domestic or foreign stock\n\ncorporation or a domestic or foreign nonstock corporation, as shall\n\nbe specified in the agreement of merger or consolidation required by\n\nthe provisions of subsection B of this section. For purposes of\n\nthis section, the term \"foreign corporation\" includes a nonstock\n\ncorporation organized under the laws of any jurisdiction other than\n\nthis state.\n\nB. The method and procedure to be followed by the constituent\n\ncorporations so merging or consolidating shall be as prescribed in\n\nSection 1086 of this title in the case of domestic corporations.\n\nThe agreement of merger or consolidation shall be as provided in\n\nSection 1086 of this title and also set forth such other provisions\n\nor facts as required to be set forth in an agreement of merger or\n\nconsolidation, including any provision for amendment of the\n\ncertificate of incorporation or equivalent document of a surviving\n\nforeign corporation, by the laws of the jurisdiction or\n\njurisdictions which are stated in the agreement to be the laws under\n\nwhich the foreign corporation or corporations are organized. The\n\nagreement, in the case of foreign corporations, shall be adopted,\n\napproved, certified, executed and acknowledged by each of the\n\nconstituent foreign corporations in accordance with the laws under\n\nwhich each is organized.\n\nC. The requirements of the provisions of subsection D of\n\nSection 1082 of this title as to the appointment of the Secretary of\n\nState to receive process and the manner of serving the same in the\n\nevent the surviving or resulting corporation is a foreign\n\ncorporation shall also apply to mergers or consolidations effected\n\nunder this section and such appointment, if any, shall be included\n\nin the certificate of merger or consolidation, if any, filed\n\npursuant to subsection B of this section. The provisions of\n\nsubsection E of Section 1081 of this title shall apply to mergers\n\neffected pursuant to the provisions of this section if the surviving\n\ncorporation is a domestic corporation. The provisions of subsection\n\nD of Section 1081 of this title shall apply to any constituent stock\n\ncorporation participating in a merger or consolidation pursuant to\n\nthe provisions of this section; provided, however, that for purposes\n\nof a constituent nonstock corporation, references to the board of\n\ndirectors, to shareholders, and to shares 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 of the\n\ncorporation, as applicable, respectively. The provisions of\n\nsubsection F of Section 1081 of this title shall apply to any\n\nconstituent stock corporation participating in a merger pursuant to\n\nthe provisions of this section.\n\nD. 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\ns applicable, respectively. The provisions of\n\nsubsection F of Section 1081 of this title shall apply to any\n\nconstituent stock corporation participating in a merger pursuant to\n\nthe provisions of this section.\n\nD. 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":"5bd87083387fe0ef1b458af6da81db8fbc94f9536a1c3511e51bb7d28a8164d6","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1086","next":"us-ok/okla.-stat.-tit.-18-18-1088"},"notice":"GroundRules: Original legal text. Not legal advice."}