2022 Oklahoma Statutes
Title 18. Corporations
§18-1087. Merger or consolidation of domestic and foreign stock and nonstock corporations.
MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN
STOCK AND NONSTOCK CORPORATIONS
A. Any one or more domestic corporations, whether stock or nonstock corporations and whether or not organized for profit, may merge or consolidate with one or more foreign corporations, unless the laws of the jurisdiction or jurisdictions under which such foreign corporation or corporations are organized prohibit such merger or consolidation. The constituent corporations may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a new resulting corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization 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 resulting corporation may be either a domestic or foreign stock corporation or a domestic or foreign nonstock corporation, as shall be specified in the agreement of merger or consolidation required by the provisions of subsection B of this section. For purposes of this section, the term "foreign corporation" includes a nonstock corporation organized under the laws of any jurisdiction other than this state.
B. The method and procedure to be followed by the constituent corporations so merging or consolidating shall be as prescribed in Section 1086 of this title in the case of domestic corporations. The agreement of merger or consolidation shall be as provided in Section 1086 of this title and also set forth such other provisions or facts as required to be set forth in an agreement of merger or consolidation, including any provision for amendment of the certificate of incorporation or equivalent document of a surviving foreign corporation, by the laws of the jurisdiction or jurisdictions which are stated in the agreement to be the laws under which the foreign corporation or corporations are organized. The agreement, in the case of foreign corporations, shall be adopted, approved, certified, executed and acknowledged by each of the constituent foreign corporations in accordance with the laws under which each is organized.
C. The requirements of the provisions of subsection D of Section 1082 of this title 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 resulting corporation is a foreign corporation shall also apply to mergers or consolidations effected under this section and such appointment, if any, shall be included in the certificate of merger or consolidation, if any, filed pursuant to subsection B of this section. The provisions of subsection E of Section 1081 of this title shall apply to mergers effected pursuant to the provisions of this section if the surviving corporation is a domestic corporation. The provisions of subsection D of Section 1081 of this title shall apply to any constituent stock corporation participating in a merger or consolidation pursuant to the provisions of this section; provided, however, that for purposes of a constituent nonstock corporation, references to the board of directors, to shareholders, and to shares shall be deemed to be references to the governing body of the corporation, to members of the corporation, and to memberships or membership interests of the corporation, as applicable, respectively. The provisions of subsection F of Section 1081 of this title 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. Amended by Laws 2019, c. 88, § 21, eff. Nov. 1, 2019.
