{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1090.2","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1090.2","heading":"Merger or consolidation of a domestic corporation and","body":"an entity.\n\nMERGER OR CONSOLIDATION OF A DOMESTIC\n\nCORPORATION AND AN ENTITY\n\nA. Any one or more domestic corporations may merge or\n\nconsolidate with one or more domestic or foreign entities, unless\n\nthe laws of the jurisdiction or jurisdictions under which such\n\nentity or entities are formed prohibit the merger or consolidation.\n\nA corporation or corporations and one or more entities may merge\n\nwith or into a surviving corporation, which may be any one of the\n\ncorporations, or they may merge with or into a surviving entity,\n\nwhich may be any one of the entities, or they may consolidate into a\n\nnew resulting corporation or entity formed by the consolidation,\n\nwhich shall be a domestic corporation or a domestic or foreign\n\nentity formed, pursuant to an agreement of merger or consolidation,\n\nas the case may be, complying and approved in accordance with this\n\nsection. As used in this section, \"entity\" means a domestic or\n\nforeign partnership whether general or limited, and including a\n\nlimited liability partnership and a limited liability limited\n\npartnership, a limited liability company, and any unincorporated\n\nnonprofit or for-profit association, trust or enterprise having\n\nmembers or having outstanding shares of stock or other evidences of\n\nfinancial, beneficial or membership interest therein, whether formed\n\nby agreement or under statutory authority or otherwise formed under\n\nthe laws of this state or the laws of any other jurisdiction. The\n\n\"articles\" of an entity mean the articles of organization,\n\ncertificate of formation or equivalent document filed with the\n\njurisdiction to form the entity.\n\nB. Each corporation and entity merging or consolidating shall\n\nenter into a written agreement of merger or consolidation. The\n\nagreement shall state:\n\n1. The terms and conditions of the merger or consolidation;\n\n2. The mode of carrying the consolidation into effect;\n\n3. In the case of a merger in which the surviving entity is a\n\ndomestic corporation or entity, such amendments or changes in the\n\ncertificate of incorporation of the surviving corporation or\n\narticles of the surviving entity as are desired to be effected by\n\nthe merger, which amendments or changes may amend and restate the\n\ncertificate of incorporation of the surviving corporation or\n\narticles of the surviving entity in its entirety, or, if no such\n\namendments or changes are desired, a statement that the certificate\n\nof incorporation of the surviving corporation or articles of the\n\nsurviving entity shall be its certificate of incorporation or\n\narticles;\n\n4. In the case of a consolidation in which the resulting entity\n\nis a domestic corporation or entity, that the certificate of\n\nincorporation of the resulting corporation or articles of the\n\nresulting entity shall be as is set forth in an attachment to the\n\nagreement;\n\n5. The manner, if any, of converting the shares of stock or\n\nmemberships or membership interests of each such corporation and the\n\nmemberships, or membership, economic or ownership interests of each\n\nentity into shares, memberships, or membership, economic or\n\nownership interests, or other securities of the entity surviving or\n\nresulting from the merger or consolidation, or of canceling some or\n\nall of the shares or interests, and if any shares, memberships or\n\ninterests are not to remain outstanding, to be converted solely into\n\nshares, memberships, interests, or other securities of the entity\n\nsurviving or resulting from the merger or consolidation or to be\n\ncanceled, the cash, property, rights, or securities of any other\n\nrights or securities of any other corporation or entity which the\n\nholders of such shares, memberships, or interests are to receive in\n\nexchange for, or upon conversion of, the shares, memberships or\n\ninterests and the surrender of any certificates evidencing them,\n\nwhich cash, property, rights, or securities of any other corporation\nanceled, the cash, property, rights, or securities of any other\n\nrights or securities of any other corporation or entity which the\n\nholders of such shares, memberships, or interests are to receive in\n\nexchange for, or upon conversion of, the shares, memberships or\n\ninterests and the surrender of any certificates evidencing them,\n\nwhich cash, property, rights, or securities of any other corporation\n\nor entity may be in addition to or in lieu of shares, memberships,\n\ninterests or other securities of the entity surviving or resulting\n\nfrom the merger or consolidation;\n\n6. Other details or provisions as are deemed desirable\n\nincluding, but not limited to, a provision for the payment of cash\n\nin lieu of the issuance or recognition of fractional shares, rights,\n\nother securities or interests of the surviving or resulting\n\ncorporation or entity or of any other corporation or entity the\n\nshares, rights, other securities or interests of which are to be\n\nreceived in the merger or consolidation, or for some other\n\narrangement with respect thereto, consistent with Section 1036 of\n\nthis title; and\n\n7. Such other provisions or facts as required to be set forth\n\nin an agreement of merger or consolidation by the laws of each\n\njurisdiction under which any of the entities is formed.\n\nAny of the terms of the agreement of merger or consolidation may\n\nbe made dependent upon facts ascertainable outside of the agreement;\n\nprovided, that the manner in which such facts shall operate upon the\n\nterms of the agreement is clearly and expressly set forth in the\n\nagreement of merger or consolidation. The term \"facts\" as used in\n\nthis paragraph, includes, but is not limited to, the occurrence of\n\nany event, including a determination or action by any person or\n\nbody, including the corporation.\n\nC. The agreement required by subsection B of this section shall\n\nbe adopted, approved, certified, executed, and acknowledged by each\n\nof the corporations in the same manner as is provided in Section\n\n1081 of this title and, in the case of the entities, in accordance\n\nwith their constituent agreements and in accordance with the laws of\n\nthe jurisdiction under which they are formed, as the case may be;\n\nprovided that no holder of securities, membership or an interest in\n\na constituent entity who has not voted for or consented to the\n\nmerger or consolidation shall be required to accept a membership or\n\ninterest in the surviving or resulting entity if acceptance would\n\nexpose the holder to personal liability for the debts of the\n\nsurviving entity. The agreement shall be filed and recorded and\n\nshall become effective for all purposes of the laws of this state\n\nwhen and as provided in Section 1081 or 1084 of this title with\n\nrespect to the merger or consolidation of domestic corporations. In\n\nlieu of filing and recording the agreement of merger or\n\nconsolidation, the surviving or resulting corporation or entity may\n\nfile a certificate of merger or consolidation, executed in\n\naccordance with Section 1007 of this title if the surviving or\n\nresulting entity is a corporation, or by a person authorized to act\n\nfor the entity, if the surviving or resulting entity is an entity,\n\nwhich states:\n\n1. The name, jurisdiction of formation or organization, and\n\ntype of entity of each of the constituent entities;\n\n2. That an agreement of merger or consolidation has been\n\napproved, adopted, certified, executed, and acknowledged by each of\n\nthe constituent entities in accordance with this subsection;\n\n3. The name of the surviving or resulting corporation or\n\nentity;\n\n4. In the case of a merger in which a corporation is the\n\nsurviving entity, any amendments or changes in the certificate of\n\nincorporation of the surviving corporation, which may be amended and\n\nrestated, that are desired to be effected by the merger, which\n\namendments or changes may amend and restate the certificate of\nubsection;\n\n3. The name of the surviving or resulting corporation or\n\nentity;\n\n4. In the case of a merger in which a corporation is the\n\nsurviving entity, any amendments or changes in the certificate of\n\nincorporation of the surviving corporation, which may be amended and\n\nrestated, that are desired to be effected by the merger, which\n\namendments or changes may amend and restate the certificate of\n\nincorporation of the surviving corporation in its entirety, or, if\n\nno amendments or changes are desired, a statement that the\n\ncertificate of incorporation of the surviving corporation shall be\n\nits certificate of incorporation;\n\n5. In the case of a consolidation in which a corporation is the\n\nresulting entity, that the certificate of incorporation of the\n\nresulting corporation shall be as set forth in an attachment to the\n\ncertificate;\n\n6. In the case of a consolidation in which an entity other than\n\na corporation is the resulting entity, that the articles of the\n\nresulting entity shall be as set forth in an attachment to the\n\ncertificate;\n\n7. That the executed agreement of consolidation or merger is on\n\nfile at the principal place of business of the surviving or\n\nresulting corporation or entity and the address thereof;\n\n8. That a copy of the agreement of consolidation or merger\n\nshall be furnished by the surviving or resulting entity, on request\n\nand without cost, to any shareholder of any constituent corporation\n\nor any member of any constituent entity; and\n\n9. The agreement, if any, required by subsection D of this\n\nsection.\n\nD. If the entity surviving or resulting from the merger or\n\nconsolidation is a foreign entity, the entity shall agree that it\n\nmay be served with process in this state in any proceeding for\n\nenforcement of any obligation of any constituent domestic\n\ncorporation or domestic entity, as well as for enforcement of any\n\nobligation of the surviving or resulting corporation or entity\n\narising from the merger or consolidation, including any suit or\n\nother proceeding to enforce the right of any shareholders as\n\ndetermined in appraisal proceedings pursuant to the provisions of\n\nSection 1091 of this title, and shall irrevocably appoint the\n\nSecretary of State as its agent to accept service of process in any\n\nsuch suit or other proceedings and shall specify the address to\n\nwhich a copy of any process shall be mailed by the Secretary of\n\nState. In the event of service upon the Secretary of State pursuant\n\nto Section 2004 of Title 12 of the Oklahoma Statutes, the Secretary\n\nof State shall forthwith notify the surviving or resulting\n\ncorporation or entity by a letter, sent by certified mail with\n\nreturn receipt requested, directed to the surviving or resulting\n\ncorporation or entity at its specified address, unless the surviving\n\nor resulting corporation or entity shall have designated in writing\n\nto the Secretary of State a different address for that purpose, in\n\nwhich case it shall be mailed to the last address designated. Such\n\nletter shall enclose a copy of the process and any other papers\n\nserved on the Secretary of State pursuant to this subsection. It\n\nshall be the duty of the plaintiff in the event of any service to\n\nserve process and any other papers in duplicate, to notify the\n\nSecretary of State that service is being effected pursuant to this\n\nsubsection and to pay the Secretary of State the fee provided for in\n\nparagraph 7 of subsection A of Section 1142 of this title, which fee\n\nshall 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 the defendant, the title, docket\n\nnumber, and nature of the proceeding in which process has been\n\nserved upon the Secretary of State, the fact that service has been\n\nserved upon the Secretary of State, the fact that service has been\nf 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 the defendant, the title, docket\n\nnumber, and nature of the proceeding in which process has been\n\nserved upon the Secretary of State, the fact that service has been\n\nserved upon the Secretary of State, the fact that service has been\n\neffected pursuant to this subsection, the return date thereof, and\n\nthe date service was made. The Secretary of State shall not be\n\nrequired to retain this information longer than five (5) years from\n\nthe date of receipt of the service of process by the Secretary of\n\nState.\n\nE. Subsections C, D, E and F of Section 1081 of this title,\n\nsubsections C, D, E and F of Section 1084 of this title, and\n\nSections 1088 through 1090 and 1127 of this title, insofar as they\n\nare applicable, shall apply to mergers or consolidations between\n\ncorporations and entities; provided, however, that for purposes of a\n\nnonstock corporation or entity, references to the board of directors\n\nshall be deemed to be references to the governing body of the\n\ncorporation or entity, references to shareholders shall be deemed to\n\nbe references to the members or owners of the corporation or entity,\n\nand references to shares shall be deemed to be references to\n\nmemberships or membership, economic or ownership interests in the\n\ncorporation or entity, as applicable.\n\nF. Nothing in this section shall be deemed to authorize the\n\nmerger of a charitable nonstock corporation into an entity, if the\n\ncharitable status of such nonstock corporation would thereby be lost\n\nor impaired; but an entity may be merged into a charitable nonstock\n\ncorporation, which 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":"e8374efbe9611faa21e26f079cc0b79caaf1e4d5252e6d50469782ce9b91d0a6","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1090.1","next":"us-ok/okla.-stat.-tit.-18-18-1090.3"},"notice":"GroundRules: Original legal text. Not legal advice."}