{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-2054.8","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-2054.8","heading":"Merger and consolidation of registered series","body":"MERGER AND CONSOLIDATION OF REGISTERED SERIES\n\nA. Under an agreement of merger or consolidation, one or more\n\nregistered series may merge or consolidate with or into one or more\n\nother registered series of the same limited liability company with\n\nsuch registered series as the agreement shall provide being the\n\nsurviving or resulting registered series. Unless otherwise provided\n\nin the operating agreement, an agreement of merger or consolidation\n\nshall be approved by each registered series which is to merge or\n\nconsolidate by members of the registered series who own a majority\n\nof the then current percentage or other interest in the profits of\n\nthe registered series owned by all of the members of the registered\n\nseries. In connection with a merger or consolidation hereunder,\n\nrights or securities of, or interests in, a registered series which\n\nis a constituent party to the merger or consolidation may be\n\nexchanged for or converted into cash, property, rights, or\n\nsecurities of, or interests in, the surviving or resulting\n\nregistered series or, in addition to or in lieu thereof, may be\n\nexchanged for or converted into cash, property, rights, or\n\nsecurities of, or interests in, a domestic limited liability company\n\nor other business entity which is not the surviving or resulting\n\nregistered series in the merger or consolidation, may remain\n\noutstanding, or may be canceled. Notwithstanding prior approval, an\n\nagreement of merger or consolidation may be terminated or amended\n\nunder a provision for such termination or amendment contained in the\n\nagreement of merger or consolidation.\n\nB. If a registered series is merging or consolidating under\n\nthis section, the registered series surviving or resulting in or\n\nfrom the merger or consolidation shall file articles of merger or\n\nconsolidation of registered series executed by one or more\n\nauthorized persons on behalf of the registered series when it is the\n\nsurviving or resulting registered series in the Office of the\n\nSecretary of State. The articles of merger or consolidation of\n\nregistered series shall state:\n\n1. The name of each registered series which is to merge or\n\nconsolidate and the name of the limited liability company that\n\nformed the registered series;\n\n2. That an agreement of merger or consolidation has been\n\napproved and executed by or on behalf of each registered series\n\nwhich is to merge or consolidate;\n\n3. The name of the surviving or resulting registered series;\n\n4. Such amendment, if any, to the articles of registered series\n\nof the registered series that is the surviving registered series to\n\nchange the name of the surviving registered series, as is desired to\n\nbe effected by the merger;\n\n5. The future effective date or time, which shall be a date or\n\ntime certain, of the merger or consolidation if it is not to be\n\neffective upon the filing of the articles of merger or consolidation\n\nof registered series;\n\n6. That the agreement of merger or consolidation is on file at\n\na place of business of the surviving or resulting registered series\n\nor the limited liability company that formed such registered series,\n\nand shall state the address thereof; and\n\n7. That a copy of the agreement of merger or consolidation will\n\nbe furnished by the surviving or resulting registered series, on\n\nrequest and without cost, to any member of any registered series\n\nwhich is to merge or consolidate.\n\nC. Unless a future effective date or time is provided in\n\narticles of merger or consolidation of registered series, a merger\n\nor consolidation under this section shall be effective upon the\n\nfiling in the Office of the Secretary of State of articles of merger\n\nor consolidation of registered series.\n\nD. Articles of merger or consolidation of registered series\n\ncancel the articles of registered series of the registered series\n\nwhich is not the surviving or resulting registered series in the\nof registered series, a merger\n\nor consolidation under this section shall be effective upon the\n\nfiling in the Office of the Secretary of State of articles of merger\n\nor consolidation of registered series.\n\nD. Articles of merger or consolidation of registered series\n\ncancel the articles of registered series of the registered series\n\nwhich is not the surviving or resulting registered series in the\n\nmerger or consolidation. Articles of merger or consolidation of\n\nregistered series that set forth any amendment in accordance with\n\nparagraph 4 of subsection B of this section is deemed to be an\n\namendment to the articles of registered series of the surviving\n\nregistered series, and no further action shall be required to amend\n\nthe articles of registered series of the surviving registered series\n\nunder Section 14 of this act with respect to such amendments set\n\nforth in such articles of merger or consolidation. Whenever this\n\nsection requires the filing of articles of merger or consolidation\n\nof registered series, such requirement is deemed satisfied by the\n\nfiling of an agreement of merger or consolidation containing the\n\ninformation required by this section to be set forth in such\n\narticles of merger or consolidation.\n\nE. An agreement of merger or consolidation approved in\n\naccordance with subsection A of this section may effect any\n\namendment to the operating agreement relating solely to the\n\nregistered series that are constituent parties to the merger or\n\nconsolidation. Any amendment to an operating agreement relating\n\nsolely to the registered series that are constituent parties to the\n\nmerger or consolidation made under this subsection shall be\n\neffective at the effective time or date of the merger or\n\nconsolidation and shall be effective notwithstanding any provision\n\nof the operating agreement relating to amendment of the operating\n\nagreement, other than a provision that by its terms applies to an\n\namendment to the operating agreement in connection with a merger or\n\nconsolidation. The provisions of this subsection shall not be\n\nconstrued to limit the accomplishment of a merger or of any of the\n\nmatters referred to herein by any other means provided for in an\n\noperating agreement or other agreement or as otherwise permitted by\n\nlaw, including that the operating agreement relating to any\n\nconstituent registered series to the merger or consolidation,\n\nincluding a registered series formed for the purpose of consummating\n\na merger or consolidation, shall be the operating agreement of the\n\nsurviving or resulting registered series.\n\nF. When any merger or consolidation shall have become effective\n\nunder this section, for all purposes of the laws of this state, all\n\nof the rights, privileges, and powers of each of the registered\n\nseries that have merged or consolidated, and all property, real,\n\npersonal, and mixed, and all debts due to any of the registered\n\nseries, as well as all other things and causes of action belonging\n\nto each of the registered series, shall be vested in the surviving\n\nor resulting registered series, and shall thereafter be the property\n\nof the surviving or resulting registered series as they were of each\n\nof the registered series that have merged or consolidated. The\n\ntitle to any real property vested by deed or otherwise, under the\n\nlaws of this state, in any of the registered series, shall not\n\nrevert or be in any way impaired by reason of this act; but all\n\nrights of creditors and all liens upon any property of any of the\n\nregistered series shall be preserved unimpaired, and all debts,\n\nliabilities, and duties of each of the registered series that have\n\nmerged or consolidated shall remain attached to the surviving or\n\nresulting registered series, and may be enforced against it to the\n\nsame extent as if the debts, liabilities, and duties had been\n\nincurred or contracted by it. Unless otherwise agreed, a merger or\nhe\n\nregistered series shall be preserved unimpaired, and all debts,\n\nliabilities, and duties of each of the registered series that have\n\nmerged or consolidated shall remain attached to the surviving or\n\nresulting registered series, and may be enforced against it to the\n\nsame extent as if the debts, liabilities, and duties had been\n\nincurred or contracted by it. Unless otherwise agreed, a merger or\n\nconsolidation of a registered series of a limited liability company,\n\nincluding a registered series which is not the surviving or\n\nresulting registered series in the merger or consolidation, shall\n\nnot require the registered series to wind up its affairs under\n\nSection 14 of this act, or pay its liabilities and distribute its\n\nassets under Section 14 of this act, and the merger or consolidation\n\nshall not constitute a dissolution of the registered series.\n\nG. An operating agreement may provide that a registered series\n\nof a limited liability company shall not have the power to merge or\n\nconsolidate as set forth in this section.","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":"05f6f6c715de4ff01c264c99680573496ea4ef9d7bd27fed6f40908946ecae14","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-2054.7","next":"us-ok/okla.-stat.-tit.-18-18-2054.9"},"notice":"GroundRules: Original legal text. Not legal advice."}