{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1090.4","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1090.4","heading":"Conversion of an entity to a domestic corporation","body":"CONVERSION OF AN ENTITY TO A DOMESTIC CORPORATION\n\nA. As used in this section, the term “entity” means a domestic\n\nor foreign partnership, whether general or limited and including a\n\nlimited liability partnership and a limited liability limited\n\npartnership, a foreign corporation including a public benefit\n\ncorporation, a domestic or foreign limited liability company\n\nincluding a public benefit 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.\n\nB. Any entity may convert to a domestic corporation by\n\ncomplying with subsection G of this section and filing in the office\n\nof the Secretary of State a certificate of conversion that has been\n\nexecuted in accordance with subsection H of this section and filed\n\nin accordance with Section 1007 of this title, to which shall be\n\nattached, a certificate of incorporation that has been prepared,\n\nexecuted and acknowledged in accordance with Section 1007 of this\n\ntitle. Each of the certificates required by this subsection shall\n\nbe filed simultaneously in the office of the Secretary of State.\n\nC. The certificate of conversion to a corporation shall state:\n\n1. The date on which the entity was first formed;\n\n2. The name, jurisdiction of formation or organization, and\n\ntype of entity of the entity when formed and, if changed, its name,\n\njurisdiction and type of entity immediately before the filing of the\n\ncertificate of conversion;\n\n3. The name of the corporation as set forth in its certificate\n\nof incorporation filed in accordance with subsection B of this\n\nsection; and\n\n4. The future effective date or time, which shall be a date or\n\ntime certain not later than ninety (90) days after the filing, of\n\nthe conversion to a corporation if the conversion is not to be\n\neffective upon the filing of the certificate of conversion and the\n\ncertificate of incorporation provides for the same future effective\n\ndate as authorized in subsection D of Section 1007 of this title.\n\nD. Upon the effective date or time of the certificate of\n\nconversion and the certificate of incorporation, the entity shall be\n\nconverted to a domestic corporation and the corporation shall\n\nthereafter be subject to all of the provisions of this title, except\n\nthat notwithstanding Section 1007 of this title, the existence of\n\nthe corporation shall be deemed to have commenced on the date the\n\nentity commenced its existence.\n\nE. The conversion of any entity to a domestic corporation shall\n\nnot be deemed to affect any obligations or liabilities of the entity\n\nincurred before its conversion to a domestic corporation or the\n\npersonal liability of any person incurred before such conversion.\n\nF. When an entity has converted to a domestic corporation under\n\nthis section, the domestic corporation shall be deemed to be the\n\nsame entity as the converting entity. All of the rights, privileges\n\nand powers of the entity that has converted, and all property, real,\n\npersonal and mixed, and all debts due to the entity, as well as all\n\nother things and causes of action belonging to the entity, shall\n\nremain vested in the domestic corporation to which the entity has\n\nconverted and shall be the property of the domestic corporation and\n\nthe title to any real property vested by deed or otherwise in the\n\nentity shall not revert or be in any way impaired by reason of the\n\nconversion; but all rights of creditors and all liens upon any\n\nproperty of the entity shall be preserved unimpaired, and all debts,\n\nliabilities and duties of the entity that has converted shall remain\n\nattached to the domestic corporation to which the entity has\nthe title to any real property vested by deed or otherwise in the\n\nentity shall not revert or be in any way impaired by reason of the\n\nconversion; but all rights of creditors and all liens upon any\n\nproperty of the entity shall be preserved unimpaired, and all debts,\n\nliabilities and duties of the entity that has converted shall remain\n\nattached to the domestic corporation to which the entity has\n\nconverted, and may be enforced against it to the same extent as if\n\nthe debts, liabilities and duties had originally been incurred or\n\ncontracted by it in its capacity as a domestic corporation. The\n\nrights, privileges, powers and interests in property of the entity,\n\nas well as the debts, liabilities and duties of the entity, shall\n\nnot be deemed, as a consequence of the conversion, to have been\n\ntransferred to the domestic corporation to which the entity has\n\nconverted for any purpose of the laws of this state.\n\nG. Unless otherwise agreed or otherwise provided by any laws of\n\nthis state applicable to the converting entity, the converting\n\nentity shall not be required to wind up its affairs or pay its\n\nliabilities and distribute its assets, and the conversion shall not\n\nbe deemed to constitute a dissolution of such entity and shall\n\nconstitute a continuation of the existence of the converting entity\n\nin the form of a domestic corporation.\n\nH. Before the time a certificate of conversion becomes\n\neffective in accordance with Section 1007 of this title, the\n\nconversion shall be approved in the manner provided for by the\n\ndocument, instrument, agreement or other writing, as the case may\n\nbe, governing the internal affairs of the entity and the conduct of\n\nits business or by applicable law, as appropriate, and a certificate\n\nof incorporation shall be approved by the same authorization\n\nrequired to approve the conversion.\n\nI. The certificate of conversion to a corporation shall be\n\nsigned by an officer, director, trustee, manager, partner or other\n\nperson performing functions equivalent to those of an officer or\n\ndirector of a domestic corporation, however named or described, and\n\nwho is authorized to sign the certificate of conversion on behalf of\n\nthe entity.\n\nJ. In a conversion of an entity to a domestic corporation under\n\nthis section, rights or securities of, or memberships or membership,\n\neconomic or ownership interests in, the entity which is to be\n\nconverted to a domestic corporation may be exchanged for or\n\nconverted into cash, property or shares of stock, rights or\n\nsecurities of the domestic corporation or, in addition to or in lieu\n\nthereof, may be exchanged for or converted into cash, property or\n\nshares of stock, rights or securities of or interests in another\n\ndomestic corporation or entity or may be canceled.","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":"76ffa175a0a4c316954c9e6134b240785fed86cd4a56c0e367322b3b81e75cd0","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1090.3","next":"us-ok/okla.-stat.-tit.-18-18-1090.5"},"notice":"GroundRules: Original legal text. Not legal advice."}