Oklahoma § 18-1083.1 - Merger of parent entity and subsidiary corporation or

§ 18-1083.1. Merger of parent entity and subsidiary corporation or

corporations.

MERGER OF PARENT ENTITY AND SUBSIDIARY

CORPORATION OR CORPORATIONS

A. In any case in which:

1. At least ninety percent (90%) of the outstanding shares of

each class of the stock of a corporation or corporations, other than

a corporation which has in its certificate of incorporation the

provision required by division (1) of subparagraph g of paragraph 1

of subsection G of Section 1081 of this title, of which class there

are outstanding shares that, absent this subsection, would be

entitled to vote on such merger, is owned by an entity; and

2. One or more of such corporations is a domestic corporation.

Unless the laws of the jurisdiction or jurisdictions under which

such entity or such foreign corporations are formed or organized

prohibit such merger, the entity having such stock ownership may

either merge the corporation or corporations into itself and assume

all of its or their obligations, or merge itself, or itself and one

or more of such corporations, into one of the other corporations by:

a.

authorizing such merger in accordance with such

entity’s governing documents and the laws of the

jurisdiction under which such entity is formed or

organized, and

b.

acknowledging and filing with the Secretary of State,

in accordance with Section 1007 of this title, a

certificate of such ownership and merger certifying:

(1) that such merger was authorized in accordance

with such entity’s governing documents and the

laws of the jurisdiction under which such entity

is formed or organized, such certificate executed

in accordance with such entity’s governing

documents and in accordance with the laws of the

jurisdiction under which such entity is formed or

organized, and

Oklahoma Statutes - Title 18. Corporations

(2)

the type of entity of each constituent entity to

the merger; provided, however, that in case the

entity shall not own all the outstanding stock of

all the corporations, parties to a merger as

aforesaid:

(a) the certificate of ownership and merger

shall state the terms and conditions of the

merger including the securities, cash,

property, or rights to be issued, paid,

delivered or granted by the surviving

constituent party upon surrender of each

share of the corporation or corporations not

owned by the entity, or the cancellation of

some or all of such shares, and

(b) such terms and conditions of the merger may

not result in a holder of stock in a

corporation becoming a general partner in a

surviving entity that is a partnership,

other than a limited liability partnership

or a limited liability limited partnership.

Any of the terms of the merger may be made dependent upon facts

ascertainable outside of the certificate of ownership and merger,

provided that the manner in which such facts shall operate upon the

terms of the merger is clearly and expressly set forth in the

certificate of ownership and merger. The term “facts”, as used in

the preceding sentence includes, but is not limited to, the

occurrence of any event including a determination or action by any

person or body including the entity. If the surviving constituent

party is an entity formed or organized under the laws of a

jurisdiction other than this state, subsection D of Section 1082 of

this title shall also apply to a merger under this section; if the

surviving constituent party is the entity, the word “corporation”

where applicable, as used in subsection D of Section 1082 of this

title, shall be deemed to include an entity as defined herein; and

the terms and conditions of the merger shall obligate the surviving

constituent party to provide the agreement, and take the actions

required by subsection D of Section 1082 of this title.

B. Sections 1088, 1090 and 1127 of this title shall, insofar as

they are applicable, apply to a merger under this section, and

Section 1089 and subsection E of Section 1081 of this title shall

apply to a merger under this section in which the surviving

constituent party is a corporation of this state. For purposes of

this subsection, references to “agreement of merger” in subsection F

of Section 1081 of this title shall mean the terms and condition of

the merger set forth in the certificate of ownership and merger, and

references to “corporation” in Sections 1088, 1089 and 1090 of this

title and Section 1127 of this title shall be deemed to include the

Oklahoma Statutes - Title 18. Corporations

entity, as applicable. Section 1091 of this title shall not apply

to any merger effected under this section, except as provided in

subsection C of this section.

C. In the event all of the stock of a domestic corporation

party to a merger effected under this section is not owned by the

entity immediately prior to the merger, the shareholders of such

domestic corporation party to the merger shall have appraisal rights

as set forth in Section 1091 of this title.

D. As used in this section:

1. “Constituent party” means an entity or corporation to be

merged pursuant to this section;

2. “Entity” means a partnership, whether general or limited,

and including a limited liability partnership and a limited

liability limited partnership, a limited liability company, and any

unincorporated nonprofit or for-profit association, trust or

enterprise having members or having outstanding shares of stock or

other evidences of financial, beneficial or membership interest

therein, whether formed by agreement or under statutory authority or

otherwise and whether formed or organized under the laws of this

state or the laws of any other jurisdiction; and

3. “Governing documents” means a partnership agreement,

operating agreement, articles of association or any other instrument

containing the provisions by which an entity is formed or organized.

Added by Laws 2017, c. 323, § 24, eff. Nov. 1, 2017.

Amended by Laws 2021, c. 51, § 13, eff. Nov. 1, 2021.