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 Oklahoma Statutes (Last Updated: September 18, 2014)
 Title 18. CORPORATIONS

  § 18-1087. Merger or Consolidation of Domestic and Foreign Stock and Nonstock Corporations.  

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  • MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN STOCK

    AND NONSTOCK CORPORATIONS

    A.  Any one or more corporations of this state, whether stock or nonstock corporations and whether or not organized for profit, may merge or consolidate with one or more other corporations of any other state or states of the United States or of the District of Columbia, whether stock or nonstock corporations and whether or not organized for profit, if the laws under which the other corporation or corporations are formed shall permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction. The constituent corporations may merge into a single corporation, which may be any one of the constituent corporations, or they may consolidate into a new corporation formed by the consolidation, which may be a corporation of the place of incorporation of any one of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with the provisions of this section.  The surviving or new corporation may be either a stock corporation or a membership corporation, as shall be specified in the agreement of merger required by the provisions of subsection B of this section.

    B.  The method and procedure to be followed by the constituent corporations so merging or consolidating shall be as prescribed in Section 86 of this act in the case of Oklahoma corporations.  The agreement of merger or consolidation shall also set forth such other matters or provisions as shall then be required to be set forth in certificates of incorporation by the laws of the state which are stated in the agreement to be the laws which shall govern the surviving or resulting corporation and that can be stated in the case of a merger or consolidation.  The agreement, in the case of foreign corporations, shall be adopted, approved, executed and acknowledged by each of the constituent foreign corporations in accordance with the laws under which each is formed.

    C.  The requirements of the provisions of subsection D of Section 82 of this act as to the appointment of the Secretary of State to receive process and the manner of serving the same in the event the surviving or new corporation is to be governed by the laws of any other state shall also apply to mergers or consolidations effected pursuant to the provisions of this section.  The provisions of subsection E of Section 81 of this act shall apply to mergers effected pursuant to the provisions of this section if the surviving corporation is a corporation of this state.  The provisions of subsection D of Section 81 of this act shall apply to any constituent stock corporation participating in a merger of consolidation pursuant to the provisions of this section.  The provisions of subsection F of Section 81 of this act shall apply to any constituent stock corporation participating in a merger pursuant to the provisions of this section.

    D.  Nothing in this section shall be construed to authorize the merger of a charitable nonstock corporation into a stock corporation, if the charitable status of such nonstock corporation would thereby be lost or impaired but a stock corporation may be merged into a charitable nonstock corporation which shall continue as the surviving corporation.

Added by Laws 1986, c. 292, § 87, eff. Nov. 1, 1986.