{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054","heading":"Agreement of merger of consolidation","body":"AGREEMENT OF MERGER OF CONSOLIDATION\n\nA. Pursuant to an agreement of merger or consolidation, a\n\ndomestic limited liability company may merge or consolidate with or\n\ninto one or more domestic or foreign limited liability companies or\n\nother entities. As used in this section, \"entity\" means a domestic\n\nor foreign corporation, a domestic or foreign partnership whether\n\ngeneral or limited, and including a limited liability partnership\n\nand a limited liability limited partnership, 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.\n\nB. Unless otherwise provided in the articles of organization or\n\nthe operating agreement, a merger or consolidation shall be approved\n\nby each domestic limited liability company which is to merge or\n\nconsolidate by a majority of the membership interest or, if there is\n\nmore than one class or group of members, then by a majority of the\n\nmembership interest of each class or group. In connection with a\n\nmerger or consolidation hereunder, rights or securities of, or\n\nmemberships or membership, economic or ownership interests in, a\n\ndomestic limited liability company or other entity which is a\n\nconstituent party to the merger or consolidation may be exchanged\n\nfor or converted into cash, property, rights or securities of, or\n\nmemberships or membership, economic or ownership interests in, the\n\nsurviving or resulting domestic limited liability company or other\n\nentity or, in addition to or in lieu thereof, may be exchanged for\n\nor converted into cash, property, rights or securities of, or\n\nmemberships or membership, economic or ownership interests in, a\n\ndomestic limited liability company or other entity which is not the\n\nsurviving or resulting limited liability company or other entity in\n\nthe merger or consolidation. Notwithstanding prior approval, an\n\nagreement of merger or consolidation may be terminated or amended\n\npursuant to a provision for such termination or amendment contained\n\nin the agreement of merger or consolidation.\n\nC. If a domestic limited liability company is merging or\n\nconsolidating pursuant to this section, the domestic limited\n\nliability company or other entity surviving or resulting in or from\n\nthe merger or consolidation shall file articles of merger or\n\nconsolidation with the Office of the Secretary of State. The\n\narticles of merger or consolidation shall state:\n\n1. The name, jurisdiction of formation or organization, and\n\ntype of entity of each of the limited liability companies or other\n\nentities which are to merge or consolidate;\n\n2. That an agreement of merger or consolidation has been\n\napproved and executed by each of the domestic limited liability\n\ncompanies or other entities which is to merge or consolidate;\n\n3. The name of the surviving or resulting domestic limited\n\nliability company or other entity;\n\n4. The future effective date or time, which shall be a specific\n\ndate or time not later than a time on the ninetieth day after the\n\nfiling, of the merger or consolidation if it is not to be effective\n\nupon the filing of the articles of merger or consolidation;\n\n5. That the agreement of merger or consolidation is on file at\n\na place of business of the surviving or resulting domestic limited\n\nliability company or other entity, and shall state the street\n\naddress thereof;\n\n6. That a copy of the agreement of merger or consolidation\n\nshall be furnished by the surviving or resulting domestic limited\n\nliability company or other entity, upon request and without cost, to\n\nany member of any domestic limited liability company or any person\n\nholding a membership or membership, economic or ownership interest\n\nin any other entity which is to merge or consolidate;\ness thereof;\n\n6. That a copy of the agreement of merger or consolidation\n\nshall be furnished by the surviving or resulting domestic limited\n\nliability company or other entity, upon request and without cost, to\n\nany member of any domestic limited liability company or any person\n\nholding a membership or membership, economic or ownership interest\n\nin any other entity which is to merge or consolidate;\n\n7. In the case of a merger, any amendments or changes in the\n\narticles of organization of the surviving domestic limited liability\n\ncompany that are to be effected by the merger, which amendments or\n\nchanges may amend and restate the articles of organization of the\n\nsurviving domestic limited liability company in its entirety;\n\n8. In the case of a consolidation, that the articles of\n\norganization of the resulting domestic limited liability company\n\nshall be as set forth in an attachment to the articles of\n\nconsolidation; and\n\n9. If the surviving or resulting entity is not a domestic\n\nlimited liability company or entity formed or organized pursuant to\n\nthe laws of this state, a statement that the surviving or resulting\n\nother entity agrees to be served with process in this state in any\n\naction, suit, or proceeding for the enforcement of any obligation of\n\nany domestic limited liability company which is to merge or\n\nconsolidate; irrevocably appoints the Secretary of State as its\n\nagent to accept service of process in any action, suit, or\n\nproceeding; and specifies the street address to which process shall\n\nbe mailed to the entity by the Secretary of State.\n\nD. Any failure to file the articles of merger or consolidation\n\nin connection with a merger or consolidation which was effective\n\nprior to September 1, 1992, shall not affect the validity or\n\neffectiveness of any such merger or consolidation.\n\nA merger or consolidation shall be effective upon the filing\n\nwith the Secretary of State of articles of merger or consolidation,\n\nunless a future effective date or time is provided in the articles\n\nof merger or consolidation.\n\nE. Articles of merger or consolidation terminate the separate\n\nexistence of a domestic limited liability company which is not the\n\nsurviving or resulting entity in the merger or consolidation.\n\nF. Once any merger or consolidation is effective pursuant to\n\nthis section, for all purposes of the laws of this state, all of the\n\nrights, privileges, and powers of each of the domestic limited\n\nliability companies and other entities that have merged or\n\nconsolidated and all property, real, personal, and mixed, and all\n\ndebts due to each domestic limited liability company or other\n\nentity, as well as all other things and causes of action belonging\n\nto each domestic limited liability company or other entity shall be\n\nvested in the surviving or resulting domestic limited liability\n\ncompany or other entity, and shall thereafter be the property of the\n\nsurviving or resulting domestic limited liability company or other\n\nentity as they were of each domestic limited liability company or\n\nother entity that has merged or consolidated, and the title to any\n\nreal property vested by deed or otherwise, under the laws of this\n\nstate, in any domestic limited liability company or other entity\n\nshall not revert or be in any way impaired by reason of this\n\nsection, but all rights of creditors and all liens upon any property\n\nof each domestic limited liability company or other entity shall be\n\npreserved unimpaired. All debts, liabilities and duties of each\n\ndomestic limited liability company or other entity that has merged\n\nor consolidated shall thereafter attach to the surviving or\n\nresulting domestic limited liability company or other entity, and\n\nmay be enforced against the surviving or resulting limited liability\n\ncompany or other entity to the same extent as if the debts,\n\nliabilities, and duties had been incurred or contracted by the\ns of each\n\ndomestic limited liability company or other entity that has merged\n\nor consolidated shall thereafter attach to the surviving or\n\nresulting domestic limited liability company or other entity, and\n\nmay be enforced against the surviving or resulting limited liability\n\ncompany or other entity to the same extent as if the debts,\n\nliabilities, and duties had been incurred or contracted by the\n\nsurviving or resulting limited liability company or other entity.\n\nUnless otherwise agreed, a merger or consolidation of a domestic\n\nlimited liability company, including a domestic limited liability\n\ncompany which is not the surviving or resulting entity in the merger\n\nor consolidation, shall not require the domestic limited liability\n\ncompany to wind up its affairs or pay its liabilities and distribute\n\nits assets.\n\nG. Nothing in this section shall be deemed to authorize the\n\nmerger of a charitable entity into another entity, if the charitable\n\nstatus of such entity would 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":"9c39413c5741f36d3d93ede3c69f79b2e59db964c8455531fb8f50220b6d1aad","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2053","next":"us-ok/okla.-stat.-tit.-18-18-2054.1"},"notice":"GroundRules: Original legal text. Not legal advice."}