{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.2","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.2","heading":"Conversion of limited liability company to an entity","body":"CONVERSION OF A LIMITED LIABILITY COMPANY TO AN ENTITY\n\nA. A domestic limited liability company may convert to an\n\nentity upon the authorization of such conversion in accordance with\n\nthis section. As used in this section, the term “entity” means a\n\ndomestic or foreign protected or registered series of a limited\n\nliability company, a foreign limited liability company, a domestic\n\nor foreign public benefit limited liability company, a domestic or\n\nforeign corporation including a public benefit 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. If the operating agreement specifies the manner of\n\nauthorizing a conversion of the limited liability company, the\n\nconversion shall be authorized as specified in the operating\n\nagreement.\n\nC. If the operating agreement does not specify the manner of\n\nauthorizing a conversion of the limited liability company and does\n\nnot prohibit a conversion of the limited liability company, the\n\nconversion shall be authorized in the same manner as is specified in\n\nthe operating agreement for authorizing a merger or consolidation\n\nthat involves the limited liability company as a constituent party\n\nto a merger or consolidation.\n\nD. If the operating agreement does not specify the manner of\n\nauthorizing a conversion of the limited liability company or a\n\nmerger or consolidation that involves the limited liability company\n\nas a constituent party and does not prohibit a conversion of the\n\nlimited liability company, the conversion shall be authorized by the\n\napproval of 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 in each class or group of members.\n\nNotwithstanding the foregoing, in addition to any other\n\nauthorization required by this section, if the entity into which the\n\nlimited liability company is to convert does not afford all of its\n\ninterest holders protection against personal liability for the debts\n\nof the entity, the conversion must be authorized by any and all\n\nmembers who would be exposed to personal liability.\n\nE. Unless otherwise agreed, the conversion of a domestic\n\nlimited liability company to another entity pursuant to this section\n\nshall not require the limited liability company to wind up its\n\naffairs or pay its liabilities and distribute its assets, and the\n\nconversion shall not constitute a dissolution of the limited\n\nliability company.\n\nF. In a conversion of a domestic limited liability company to\n\nan entity under this section, rights or securities of or interests\n\nin the domestic limited liability company which are to be converted\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 limited liability\n\ncompany is being converted or, in addition to or in lieu thereof,\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 another entity or may be canceled.\n\nG. If the governing act of a domestic entity to which the\n\nlimited liability company is converting does not provide for the\n\nfiling of a conversion notice with the Secretary of State or the\n\nlimited liability company is converting to a foreign entity,\n\narticles of conversion executed in accordance with Section 2006 of\n\nthis title, shall be filed in the Office of the Secretary of State\ntity to which the\n\nlimited liability company is converting does not provide for the\n\nfiling of a conversion notice with the Secretary of State or the\n\nlimited liability company is converting to a foreign entity,\n\narticles of conversion executed in accordance with Section 2006 of\n\nthis title, shall be filed in the Office of the Secretary of State\n\nin accordance with Section 2007 of this title. The articles of\n\nconversion shall state:\n\n1. The name of the limited liability company and, if it has\n\nbeen changed, the name under which its articles of organization were\n\noriginally filed;\n\n2. The date of filing of its original articles of organization\n\nwith the Secretary of State;\n\n3. The name and type of entity to which the limited liability\n\ncompany is converting and its jurisdiction of formation, if a\n\nforeign entity;\n\n4. The future effective date or time of the conversion, which\n\nshall be a date or time certain not later than ninety (90) days\n\nafter the filing, if it is not to be effective upon the filing of\n\nthe articles of conversion;\n\n5. That the conversion has been approved in accordance with\n\nthis section;\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 limited liability company, and that it irrevocably\n\nappoints the Secretary of State as its agent to accept service of\n\nprocess in any such action, suit or proceeding, and its street\n\naddress to which a copy of the process shall be mailed to it by the\n\nSecretary of State; and\n\n7. If the domestic entity to which the domestic limited\n\nliability company is converting was required to make a filing with\n\nthe Secretary of State as a condition of its formation, the type and\n\ndate of such filing.\n\nH. Upon the filing of a conversion notice with the Secretary of\n\nState, whether under subsection G of this section or under the\n\ngoverning act of the domestic entity to which the limited liability\n\ncompany is converting, the filing of any formation document required\n\nby the governing act of the domestic entity to which the limited\n\nliability company is converting, and payment to the Secretary of\n\nState of all prescribed fees, the Secretary of State shall certify\n\nthat the limited liability company has filed all documents and paid\n\nall required fees, and thereupon the domestic limited liability\n\ncompany shall cease to exist as a limited liability company of this\n\nstate. The Secretary of State’s certificate shall be prima facie\n\nevidence of the conversion by the domestic limited liability\n\ncompany.\n\nI. The conversion of a domestic limited liability company to an\n\nentity under this section and the resulting cessation of its\n\nexistence as a domestic limited liability company shall not be\n\ndeemed to affect any obligations or liabilities of the limited\n\nliability company incurred before the 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 limited\n\nliability company with respect to matters arising before the\n\nconversion.\n\nJ. When a domestic limited liability company has converted to\n\nan entity under this section, the entity shall be deemed to be the\n\nsame entity as the limited liability company. All of the rights,\n\nprivileges and powers of the domestic limited liability company that\n\nhas converted, and all property, real, personal and mixed, and all\n\ndebts due to the limited liability company, as well as all other\n\nthings and causes of action belonging to the limited liability\n\ncompany, shall remain vested in the entity to which the domestic\n\nlimited liability company has converted and shall be the property of\n\nthe entity, and the title to any real property vested by deed or\nhas converted, and all property, real, personal and mixed, and all\n\ndebts due to the limited liability company, as well as all other\n\nthings and causes of action belonging to the limited liability\n\ncompany, shall remain vested in the entity to which the domestic\n\nlimited liability company has converted and shall be the property of\n\nthe entity, and the title to any real property vested by deed or\n\notherwise in the domestic limited liability company shall not revert\n\nor be in any way impaired by reason of the conversion; but all\n\nrights of creditors and all liens upon any property of the limited\n\nliability company shall be preserved unimpaired, and all debts,\n\nliabilities and duties of the limited liability company that has\n\nconverted shall remain attached to the entity to which the domestic\n\nlimited liability company has converted, and may be enforced against\n\nit to the same extent as if the debts, liabilities and duties had\n\noriginally been incurred or contracted by it in its capacity as the\n\nentity. The rights, privileges, powers and interests in property of\n\nthe domestic limited liability company that has converted, as well\n\nas the debts, liabilities and duties of the limited liability\n\ncompany, shall not be deemed, as a consequence of the conversion, to\n\nhave been transferred to the entity to which the limited liability\n\ncompany has converted for any purpose of the laws of this state.\n\nK. Nothing in this section shall be deemed to authorize the\n\nconversion of a charitable domestic limited liability company into\n\nanother entity, if the charitable status of such domestic limited\n\nliability company 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":"4f6d4977681c658670f6cb7a19b5059fa52299755d6a15bd72ddb3eb19f03546","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.1","next":"us-ok/okla.-stat.-tit.-18-18-2054.3"},"notice":"GroundRules: Original legal text. Not legal advice."}