{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1090.5","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1090.5","heading":"Conversion of domestic corporation to an entity","body":"CONVERSION OF DOMESTIC CORPORATION TO AN ENTITY\n\nA. A domestic corporation may, upon the authorization of such\n\nconversion in accordance with this section, convert to an entity.\n\nAs used in this section, the term “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 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. The board of directors of the corporation which desires to\n\nconvert under this section shall adopt a resolution approving such\n\nconversion, specifying the type of entity into which the corporation\n\nshall be converted and recommending the approval of the conversion\n\nby the shareholders of the corporation. The resolution shall be\n\nsubmitted to the shareholders of the corporation at an annual or\n\nspecial meeting. Due notice of the time and purpose of the meeting\n\nshall be mailed to each holder of shares, whether voting or\n\nnonvoting, of the corporation at the address of the shareholder as\n\nit appears on the records of the corporation, at least twenty (20)\n\ndays prior to the date of the meeting. At the meeting, the\n\nresolution shall be considered and a vote taken for its adoption or\n\nrejection. If a majority of the outstanding shares of stock of the\n\ncorporation entitled to vote shall vote for the adoption of the\n\nresolution, the conversion shall be authorized provided that, if the\n\ncorporation is converting to a partnership having one or more\n\ngeneral partners, then in addition to such approval, authorization\n\nof the conversion shall require approval of each shareholder of the\n\ncorporation who will become a general partner of such partnership as\n\na result of the conversion.\n\nC. If the corporation has converted in accordance with this\n\nsection and the governing act of the domestic entity to which the\n\ncorporation is converting does not provide for the filing of a\n\nconversion notice with the Secretary of State or the corporation is\n\nconverting to a foreign entity, the corporation shall file with the\n\nSecretary of State a certificate of conversion executed in\n\naccordance with Section 1007 of this title which certifies:\n\n1. The name of the corporation and, if it has been changed, the\n\nname under which it was originally incorporated;\n\n2. The date of filing of its original certificate of\n\nincorporation with the Secretary of State;\n\n3. The name of the entity to which the corporation shall be\n\nconverted, its jurisdiction of formation if a foreign entity, and\n\nthe type of entity;\n\n4. That the conversion has been approved in accordance with the\n\nprovisions of this section;\n\n5. The future effective date or time of the conversion to an\n\nentity, which shall be a date or time certain not later than ninety\nth the Secretary of State;\n\n3. The name of the entity to which the corporation shall be\n\nconverted, its jurisdiction of formation if a foreign entity, and\n\nthe type of entity;\n\n4. That the conversion has been approved in accordance with the\n\nprovisions of this section;\n\n5. The future effective date or time of the conversion to an\n\nentity, which shall be a date or time certain not later than ninety\n\n(90) days after the filing, if it is not to be effective upon the\n\nfiling of the certificate of conversion;\n\n6. The agreement of the foreign entity that it may be served\n\nwith process in this state in any action, suit or proceeding for\n\nenforcement of any obligation of the foreign entity arising while it\n\nwas a domestic corporation and for enforcement of any obligation of\n\nsuch other entity arising from the conversion including any suit or\n\nother proceeding to enforce the right of any shareholders as\n\ndetermined in appraisal proceedings under Section 1091 of this\n\ntitle, and that it irrevocably appoints the Secretary of State as\n\nits agent to accept service of process in any such action, suit or\n\nproceeding;\n\n7. The address to which a copy of the process referred to in\n\nthis subsection shall be mailed by the Secretary of State. In the\n\nevent of such service upon the Secretary of State in accordance with\n\nthe provisions of Section 2004 of Title 12 of the Oklahoma Statutes,\n\nthe Secretary of State shall immediately notify such corporation\n\nthat has converted out of this state by letter, certified mail,\n\nreturn receipt requested, directed to the corporation at the address\n\nspecified unless the corporation shall have designated in writing to\n\nthe Secretary of State a different address for this purpose, in\n\nwhich case it shall be mailed to the last address so designated.\n\nThe notice shall include a copy of the process and any other papers\n\nserved on the Secretary of State pursuant to the provisions of this\n\nsubsection. It shall be the duty of the plaintiff in the event of\n\nsuch service to serve process and any other papers in duplicate, to\n\nnotify the Secretary of State that service is being effected\n\npursuant to the provisions of this subsection, and to pay the\n\nSecretary of State the fee provided for in paragraph 7 of subsection\n\nA of Section 1142 of this title, which fee shall be taxed as part of\n\nthe costs in the proceeding. The Secretary of State shall maintain\n\nan alphabetical record of any such service setting forth the name of\n\nthe plaintiff and the defendant, the title, docket number, and\n\nnature of the proceeding in which process has been served upon the\n\nSecretary of State, the fact that service has been effected pursuant\n\nto the provisions of this subsection, the return date thereof, and\n\nthe date service was made. The Secretary of State shall not be\n\nrequired to retain such information longer than five (5) years from\n\nreceipt of the service of process by the Secretary of State; and\n\n8. If the entity to which the corporation is converting was\n\nrequired to make a filing with the Secretary of State as a condition\n\nof its formation, the type and date of such filing.\n\nD. Upon the filing of a conversion notice with the Secretary of\n\nState, whether under subsection C of this section or under the\n\ngoverning act of the domestic entity to which the corporation is\n\nconverting, the filing of any formation document required by the\n\ngoverning act of the domestic entity to which the corporation is\n\nconverting, and payment to the Secretary of State of all prescribed\n\nfees, the corporation shall cease to exist as a domestic corporation\n\nat the time the certificate of conversion becomes effective in\n\naccordance with Section 1007 of this title. A copy of the\n\ncertificate of conversion issued by the Secretary of State shall be\n\nprima facie evidence of the conversion by the corporation.\n\nE. The conversion of a corporation under this section and the\nall prescribed\n\nfees, the corporation shall cease to exist as a domestic corporation\n\nat the time the certificate of conversion becomes effective in\n\naccordance with Section 1007 of this title. A copy of the\n\ncertificate of conversion issued by the Secretary of State shall be\n\nprima facie evidence of the conversion by the corporation.\n\nE. The conversion of a corporation under this section and the\n\nresulting cessation of its existence as a domestic corporation shall\n\nnot be deemed to affect any obligations or liabilities of the\n\ncorporation incurred before such conversion or the personal\n\nliability of any person incurred before the conversion, nor shall it\n\nbe deemed to affect the choice of law applicable to the corporation\n\nwith respect to matters arising before the conversion.\n\nF. Unless otherwise provided in a resolution of conversion\n\nadopted in accordance with this section, the converting corporation\n\nshall not be required to wind up its affairs or pay its liabilities\n\nand distribute its assets, and the conversion shall not constitute a\n\ndissolution of such corporation.\n\nG. In a conversion of a domestic corporation to an entity under\n\nthis section, shares of stock of the converting domestic corporation\n\nmay be exchanged for or converted into cash, property, rights or\n\nsecurities of, or memberships or membership, economic or ownership\n\ninterests in, the entity to which the domestic corporation is being\n\nconverted or, in addition to or in lieu thereof, may be exchanged\n\nfor or converted into cash, property, shares of stock, rights or\n\nsecurities of, or interests in, another corporation or entity or may\n\nbe canceled.\n\nH. When a corporation has converted to an entity under this\n\nsection, the entity shall be deemed to be the same entity as the\n\ncorporation. All of the rights, privileges and powers of the\n\ncorporation that has converted, and all property, real, personal and\n\nmixed, and all debts due to the corporation, as well as all other\n\nthings and causes of action belonging to the corporation, shall\n\nremain vested in the entity to which the corporation has converted\n\nand shall be the property of the entity, and the title to any real\n\nproperty vested by deed or otherwise in the corporation shall not\n\nrevert or be in any way impaired by reason of the conversion; but\n\nall rights of creditors and all liens upon any property of the\n\ncorporation shall be preserved unimpaired, and all debts,\n\nliabilities and duties of the corporation that has converted shall\n\nremain attached to the entity to which the corporation 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 the entity. The rights,\n\nprivileges, powers and interest in property of the corporation that\n\nhas converted, as well as the debts, liabilities and duties of the\n\ncorporation, shall not be deemed, as a consequence of the\n\nconversion, to have been transferred to the entity to which the\n\ncorporation has converted for any purpose of the laws of this state.\n\nI. No vote of shareholders of a corporation shall be necessary\n\nto authorize a conversion if no shares of the stock of the\n\ncorporation shall have been issued before the adoption by the board\n\nof directors of the resolution approving the conversion.\n\nJ. Nothing in this section shall be deemed to authorize the\n\nconversion of a charitable nonstock corporation into another entity,\n\nif the charitable status of such charitable nonstock corporation\n\nwould thereby be lost or impaired.","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":"a1ef3a5fe7f043a1575a20611b5fc186847393b43ff0e5cae2abea238e885297","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1090.4","next":"us-ok/okla.-stat.-tit.-18-18-1091"},"notice":"GroundRules: Original legal text. Not legal advice."}