Okla. Stat. tit. 18, § 18-1090.4

CONVERSION OF AN ENTITY TO A DOMESTIC CORPORATION

A. As used in this section, the term “entity” means a domestic

or foreign partnership, whether general or limited and including a

limited liability partnership and a limited liability limited

partnership, a foreign corporation including a public benefit

corporation, a domestic or foreign limited liability company

including a public benefit 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.

B. Any entity may convert to a domestic corporation 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. Each of the certificates required by this subsection shall

be filed simultaneously in the office of the Secretary of State.

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

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

2. The name, jurisdiction of formation or organization, and

type of entity of the entity when formed and, if changed, its name,

jurisdiction and type of entity 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

Oklahoma Statutes - Title 18. Corporations Page 459

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 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

entity commenced its existence.

E. The conversion of any entity to a domestic corporation shall

not be deemed to affect any obligations or liabilities of the entity

incurred before its conversion to a domestic corporation or the

personal liability of any person incurred before such conversion.

F. When an entity has converted to a domestic corporation under

this section, the domestic corporation shall be deemed to be the

same entity as the converting entity. All of the rights, privileges

and powers of the entity that has converted, and all property, real,

personal and mixed, and all debts due to the entity, as well as all

other things and causes of action belonging to the entity, shall

remain vested in the domestic corporation to which the 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

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 entity shall be preserved unimpaired, and all debts,

liabilities and duties of the entity that has converted shall remain

attached to the domestic corporation to which the entity has
the title to any real property vested by deed or otherwise in the

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 entity shall be preserved unimpaired, and all debts,

liabilities and duties of the entity that has converted shall remain

attached to the domestic corporation to which the entity has

converted, and may be enforced against it to the same extent as if

the 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 entity,

as well as the debts, liabilities and duties of the entity, shall

not be deemed, as a consequence of the conversion, to have been

transferred to the domestic corporation to which the 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 entity, the converting

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 entity and shall

constitute a continuation of the existence of the converting entity

in the form of a domestic corporation.

H. Before the time a certificate of conversion becomes

effective in accordance with Section 1007 of this title, the

conversion shall be approved in the manner provided for by the

document, instrument, agreement or other writing, as the case may

Oklahoma Statutes - Title 18. Corporations Page 460

be, governing the internal affairs of the 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 entity.

J. In a conversion of an entity to a domestic corporation under

this section, rights or securities of, or memberships or membership,

economic or ownership interests in, the 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 entity or may be canceled.