Oklahoma § 18-2062

§ 18-2062.

Certain amendments and mergers; Votes required.

CERTAIN AMENDMENTS AND MERGERS; VOTES REQUIRED.

Oklahoma Statutes - Title 18. Corporations

A. Upon the approval of members or other holders who own at

least two-thirds (2/3) of the then outstanding equity interests

entitled to vote:

1. An existing domestic limited liability company including a

professional limited liability company, may become a public benefit

limited liability company by amending its articles of organization

to conform to the public benefit provisions of subsection B of

Section 20 of this act; or

2. A domestic entity that is not a public benefit limited

liability company may become a public benefit limited liability

company through a merger, consolidation, exchange or conversion in

which the surviving or resulting entity is a public benefit limited

liability company whose articles of organization conform to the

public benefit provisions of subsection B of Section 23 of this act.

B. "Domestic entity" is a limited liability company,

corporation, partnership whether general or limited, and including a

limited liability partnership and a limited liability limited

partnership, an entity subject to the Professional Entity Act, or

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, formed under the laws of this jurisdiction.

C. A public benefit limited liability company may not, without

the approval of members who own at least two-thirds (2/3) of the

then outstanding membership interests of the limited liability

company entitled to vote:

1. Amend its articles of organization to delete, add or amend a

provision required by subsection B of Section 23 of this act;

2. Merge or consolidate with or exchange or convert into

another entity if, as a result of such merger, consolidation,

exchange or conversion, the membership interests in such limited

liability company would become, or be converted into or exchanged

for the right to receive, membership interests or other equity

interests in a domestic or foreign limited liability company or

other entity that is not a public benefit limited liability company

or similar entity, the articles of organization or operating

agreement, or similar governing document, of which does not contain

provisions identifying a public benefit or public benefits

comparable in all material respects to those set forth in the

articles of organization of such limited liability company as

contemplated by subsection B of Section 23 of this act; or

3. Cease to be a public benefit limited liability company under

the provisions of this act.

Added by Laws 2021, c. 51, § 24, eff. Nov. 1, 2021.