2014 Oklahoma Statutes
Title 18. Corporations
§18-1090.4. Conversion of a domestic business entity to a domestic corporation.

CONVERSION OF A DOMESTIC BUSINESS

ENTITY TO A DOMESTIC CORPORATION

A. As used in this section, the term “business entity” means a domestic or foreign partnership, whether general or limited, limited liability company, business trust, common law trust, or other unincorporated association.

B. Any business entity may convert to a corporation incorporated under the laws of this state by complying with subsection G of this section and filing in the office of the Secretary of State a certificate of conversion that has been executed in accordance with subsection H of this section and filed in accordance with Section 1007 of this title, to which shall be attached, a certificate of incorporation that has been prepared, executed and acknowledged in accordance with Section 1007 of this title.

C. The certificate of conversion to a corporation shall state:

1. The date on which the business entity was first formed;

2. The name and jurisdiction of formation of the business entity when formed and, if changed, its name and jurisdiction immediately before the filing of the certificate of conversion;

3. The name of the corporation as set forth in its certificate of incorporation filed in accordance with subsection B of this section; and

4. The future effective date or time, which shall be a date or time certain not later than ninety (90) days after the filing, of the conversion to a corporation if the conversion is not to be effective upon the filing of the certificate of conversion and the certificate of incorporation provides for the same future effective date as authorized in subsection D of Section 1007 of this title.

D. Upon the effective date or time of the certificate of conversion and the certificate of incorporation, the business entity shall be converted to a domestic corporation and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding Section 1007 of this title, the existence of the corporation shall be deemed to have commenced on the date the business entity commenced its existence.

E. The conversion of any business entity to a domestic corporation shall not be deemed to affect any obligations or liabilities of the business entity incurred before its conversion to a domestic corporation or the personal liability of any person incurred before such conversion.

F. When a business entity has converted to a domestic corporation under this section, the domestic corporation shall be deemed to be the same entity as the converting business entity. All of the rights, privileges and powers of the business entity that has converted, and all property, real, personal and mixed, and all debts due to the business entity, as well as all other things and causes of action belonging to the business entity, shall remain vested in the domestic corporation to which the business entity has converted and shall be the property of the domestic corporation and the title to any real property vested by deed or otherwise in the business entity shall not revert or be in any way impaired by reason of the conversion; but all rights of creditors and all liens upon any property of the business entity shall be preserved unimpaired, and all debts, liabilities and duties of the business entity that has converted shall remain attached to the domestic corporation to which the business entity has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic corporation. The rights, privileges, powers and interests in property of the business entity, as well as the debts, liabilities and duties of the business entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which the business entity has converted for any purpose of the laws of this state.

G. Unless otherwise agreed or otherwise provided by any laws of this state applicable to the converting business entity, the converting business entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such business entity and shall constitute a continuation of the existence of the converting business entity in the form of a domestic corporation.

H. Before filing a certificate of conversion with the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the business entity and the conduct of its business or by applicable law, as appropriate, and a certificate of incorporation shall be approved by the same authorization required to approve the conversion.

I. The certificate of conversion to a corporation shall be signed by an officer, director, trustee, manager, partner, or other person performing functions equivalent to those of an officer or director of a domestic corporation, however named or described, and who is authorized to sign the certificate of conversion on behalf of the business entity.

J. In a conversion of a business entity to a domestic corporation under this section, rights or securities of, or interests in, the business entity which is to be converted to a domestic corporation may be exchanged for or converted into cash, property, or shares of stock, rights or securities of the domestic corporation or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or shares of stock, rights or securities of or interests in another domestic corporation or business entity or may be canceled.

Added by Laws 2001, c. 405, § 26, eff. Nov. 1, 2001. Amended by Laws 2008, c. 253, § 12.

NOTE: Laws 2008, c. 382, § 315, which changed the effective date of Laws 2008, c. 253, §§ 1-47 to Jan. 1, 2010, was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009).