{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.1","heading":"Conversion of an entity to a limited liability company","body":"CONVERSION OF AN ENTITY TO A LIMITED LIABILITY COMPANY\n\nA. As used in this section, the term “entity” means a foreign\n\nlimited liability company, a domestic or foreign public benefit\n\nlimited liability company, a domestic or foreign corporation, a\n\ndomestic or foreign partnership whether general or limited, and\n\nincluding a limited liability partnership and a limited liability\n\nlimited partnership, and any domestic or foreign 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. Any entity may convert to a domestic limited liability\n\ncompany, including a protected or registered series of a limited\n\nliability company, by complying with subsection H of this section\n\nand filing with the Secretary of State in accordance with the\n\nstatutes applicable to the converting entity articles of conversion\n\nto a limited liability company that have been executed in accordance\n\nwith the statutes applicable to the converting entity, to which\n\nshall be attached articles of organization that comply with Sections\n\n2005 and 2008 of this title and have been executed by one or more\n\nauthorized persons in accordance with Section 2006 of this title.\n\nC. The articles of conversion to a limited liability company\n\nshall state:\n\n1. The date on which the entity was first formed;\n\n2. The name, jurisdiction of formation of the entity, and type\n\nof entity when formed and, if changed, its name, jurisdiction and\n\ntype of entity immediately before filing of the articles of\n\nconversion to limited liability company;\n\n3. The name of the limited liability company as set forth in\n\nits articles of organization filed in accordance with subsection B\n\nof this section; and\n\n4. The future effective date or time of the conversion to a\n\nlimited liability company, which shall be a date or time certain not\n\nlater than ninety (90) days after the filing, if it is not to be\n\neffective upon the filing of the articles of conversion to a limited\n\nliability company and the articles of organization.\n\nD. Upon the effective date or time of the articles of\n\nconversion to limited liability company and the articles of\n\norganization, the entity shall be converted to a domestic limited\n\nliability company and the limited liability company shall thereafter\n\nbe subject to all of the provisions of the Oklahoma Limited\n\nLiability Company Act, except that notwithstanding Section 2004 of\n\nthis title, the existence of the limited liability company shall be\n\ndeemed to have commenced on the date the entity was formed.\n\nE. The conversion of any entity into a domestic limited\n\nliability company shall not be deemed to affect any obligations or\n\nliabilities of the entity incurred before its conversion to a\n\ndomestic limited liability company or the personal liability of any\n\nperson incurred before the conversion.\n\nF. When an entity has converted to a domestic limited liability\n\ncompany under this section, the domestic limited liability company\n\nshall be deemed to be the same entity as the converting entity. All\n\nof the rights, privileges and powers of the entity that has\n\nconverted, and all property, real, personal and mixed, and all debts\n\ndue to the entity, as well as all other things and causes of action\n\nbelonging to the entity, shall remain vested in the domestic limited\n\nliability company and shall be the property of the domestic limited\n\nliability company, and the title to any real property vested by deed\n\nor otherwise in the entity shall not revert or be in any way\n\nimpaired by reason of the conversion, but all rights of creditors\n\nand all liens upon any property of the entity shall be preserved\n\nunimpaired, and all debts, liabilities and duties of the entity that\nability company and shall be the property of the domestic limited\n\nliability company, and the title to any real property vested by deed\n\nor otherwise in the entity shall not revert or be in any way\n\nimpaired by reason of the conversion, but all rights of creditors\n\nand all liens upon any property of the entity shall be preserved\n\nunimpaired, and all debts, liabilities and duties of the entity that\n\nhas converted shall remain attached to the domestic limited\n\nliability company and may be enforced against it to the same extent\n\nas if the debts, liabilities and duties had been incurred or\n\ncontracted by it in its capacity as a domestic limited liability\n\ncompany. The rights, privileges, powers and interests in property\n\nof the entity, as well as the debts, liabilities and duties of the\n\nentity, shall not be deemed, as a consequence of the conversion, to\n\nhave been transferred to the domestic limited liability company to\n\nwhich the entity has converted for any purpose of the laws of this\n\nstate.\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 the entity and shall\n\nconstitute a continuation of the existence of the converting entity\n\nin the form of a domestic limited liability company.\n\nH. Before filing the articles of conversion to a domestic\n\nlimited liability company with the Office of the Secretary of State,\n\nthe conversion 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 articles of\n\norganization shall be approved by the same authorization required to\n\napprove the conversion.\n\nI. In a conversion of an entity to a domestic limited liability\n\ncompany under this section, rights or securities of or memberships\n\nor membership, economic or ownership interests in the entity that is\n\nto be converted to a domestic limited liability company may be\n\nexchanged for or converted into cash, property, or rights or\n\nsecurities of or interests in the domestic limited liability company\n\nor, in addition to or in lieu thereof, may be exchanged for or\n\nconverted into cash, property or rights or securities of or\n\nmemberships or membership, economic or ownership interests in\n\nanother domestic limited liability company or other entity.\n\nJ. The provisions of this section shall not be construed to\n\nlimit the accomplishment of a change in the law governing, or the\n\ndomicile of, an entity to this state by any other means provided for\n\nin an operating agreement or other agreement or as otherwise\n\npermitted by law including by the amendment of an operating\n\nagreement or other agreement.\n\nK. Nothing in this section shall be deemed to authorize the\n\nconversion of a charitable entity into a domestic limited liability\n\ncompany, if the charitable status of such entity would thereby be\n\nlost 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":"1fc0fff411c616ac2bcaf9851b8c73c6f8d6da056dd1323156236d68d7579801","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054","next":"us-ok/okla.-stat.-tit.-18-18-2054.2"},"notice":"GroundRules: Original legal text. Not legal advice."}