Okla. Stat. tit. 18, § 18-1090.5

CONVERSION OF DOMESTIC CORPORATION TO AN ENTITY

A. A domestic corporation may, upon the authorization of such

conversion in accordance with this section, convert to an entity.

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. The board of directors of the corporation which desires to

convert under this section shall adopt a resolution approving such

conversion, specifying the type of entity into which the corporation

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shall be converted and recommending the approval of the conversion

by the shareholders of the corporation. The resolution shall be

submitted to the shareholders of the corporation at an annual or

special meeting. Due notice of the time and purpose of the meeting

shall be mailed to each holder of shares, whether voting or

nonvoting, of the corporation at the address of the shareholder as

it appears on the records of the corporation, at least twenty (20)

days prior to the date of the meeting. At the meeting, the

resolution shall be considered and a vote taken for its adoption or

rejection. If a majority of the outstanding shares of stock of the

corporation entitled to vote shall vote for the adoption of the

resolution, the conversion shall be authorized provided that, if the

corporation is converting to a partnership having one or more

general partners, then in addition to such approval, authorization

of the conversion shall require approval of each shareholder of the

corporation who will become a general partner of such partnership as

a result of the conversion.

C. If the corporation has converted in accordance with this

section and the governing act of the domestic entity to which the

corporation is converting does not provide for the filing of a

conversion notice with the Secretary of State or the corporation is

converting to a foreign entity, the corporation shall file with the

Secretary of State a certificate of conversion executed in

accordance with Section 1007 of this title which certifies:

1. The name of the corporation and, if it has been changed, the

name under which it was originally incorporated;

2. The date of filing of its original certificate of

incorporation with the Secretary of State;

3. The name of the entity to which the corporation shall be

converted, its jurisdiction of formation if a foreign entity, and

the type of entity;

4. That the conversion has been approved in accordance with the

provisions of this section;

5. The future effective date or time of the conversion to an

entity, which shall be a date or time certain not later than ninety
th the Secretary of State;

3. The name of the entity to which the corporation shall be

converted, its jurisdiction of formation if a foreign entity, and

the type of entity;

4. That the conversion has been approved in accordance with the

provisions of this section;

5. The future effective date or time of the conversion to an

entity, which shall be a date or time certain not later than ninety

(90) days after the filing, if it is not to be effective upon the

filing of the certificate of conversion;

6. The agreement of the foreign entity that it may be served

with process in this state in any action, suit or proceeding for

enforcement of any obligation of the foreign entity arising while it

was a domestic corporation and for enforcement of any obligation of

such other entity arising from the conversion including any suit or

other proceeding to enforce the right of any shareholders as

determined in appraisal proceedings under Section 1091 of this

title, and that it irrevocably appoints the Secretary of State as

its agent to accept service of process in any such action, suit or

proceeding;

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7. The address to which a copy of the process referred to in

this subsection shall be mailed by the Secretary of State. In the

event of such service upon the Secretary of State in accordance with

the provisions of Section 2004 of Title 12 of the Oklahoma Statutes,

the Secretary of State shall immediately notify such corporation

that has converted out of this state by letter, certified mail,

return receipt requested, directed to the corporation at the address

specified unless the corporation shall have designated in writing to

the Secretary of State a different address for this purpose, in

which case it shall be mailed to the last address so designated.

The notice shall include a copy of the process and any other papers

served on the Secretary of State pursuant to the provisions of this

subsection. It shall be the duty of the plaintiff in the event of

such service to serve process and any other papers in duplicate, to

notify the Secretary of State that service is being effected

pursuant to the provisions of this subsection, and to pay the

Secretary of State the fee provided for in paragraph 7 of subsection

A of Section 1142 of this title, which fee shall be taxed as part of

the costs in the proceeding. The Secretary of State shall maintain

an alphabetical record of any such service setting forth the name of

the plaintiff and the defendant, the title, docket number, and

nature of the proceeding in which process has been served upon the

Secretary of State, the fact that service has been effected pursuant

to the provisions of this subsection, the return date thereof, and

the date service was made. The Secretary of State shall not be

required to retain such information longer than five (5) years from

receipt of the service of process by the Secretary of State; and

8. If the entity to which the corporation is converting was

required to make a filing with the Secretary of State as a condition

of its formation, the type and date of such filing.

D. Upon the filing of a conversion notice with the Secretary of

State, whether under subsection C of this section or under the

governing act of the domestic entity to which the corporation is

converting, the filing of any formation document required by the

governing act of the domestic entity to which the corporation is

converting, and payment to the Secretary of State of all prescribed

fees, the corporation shall cease to exist as a domestic corporation

at the time the certificate of conversion becomes effective in

accordance with Section 1007 of this title. A copy of the

certificate of conversion issued by the Secretary of State shall be

prima facie evidence of the conversion by the corporation.

E. The conversion of a corporation under this section and the
all prescribed

fees, the corporation shall cease to exist as a domestic corporation

at the time the certificate of conversion becomes effective in

accordance with Section 1007 of this title. A copy of the

certificate of conversion issued by the Secretary of State shall be

prima facie evidence of the conversion by the corporation.

E. The conversion of a corporation under this section and the

resulting cessation of its existence as a domestic corporation shall

not be deemed to affect any obligations or liabilities of the

corporation incurred before such conversion or the personal

liability of any person incurred before the conversion, nor shall it

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be deemed to affect the choice of law applicable to the corporation

with respect to matters arising before the conversion.

F. Unless otherwise provided in a resolution of conversion

adopted in accordance with this section, the converting corporation

shall not be required to wind up its affairs or pay its liabilities

and distribute its assets, and the conversion shall not constitute a

dissolution of such corporation.

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

this section, shares of stock of the converting domestic corporation

may be exchanged for or converted into cash, property, rights or

securities of, or memberships or membership, economic or ownership

interests in, the entity to which the domestic corporation is being

converted or, in addition to or in lieu thereof, may be exchanged

for or converted into cash, property, shares of stock, rights or

securities of, or interests in, another corporation or entity or may

be canceled.

H. When a corporation has converted to an entity under this

section, the entity shall be deemed to be the same entity as the

corporation. All of the rights, privileges and powers of the

corporation that has converted, and all property, real, personal and

mixed, and all debts due to the corporation, as well as all other

things and causes of action belonging to the corporation, shall

remain vested in the entity to which the corporation has converted

and shall be the property of the entity, and the title to any real

property vested by deed or otherwise in the corporation 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

corporation shall be preserved unimpaired, and all debts,

liabilities and duties of the corporation that has converted shall

remain attached to the entity to which the corporation 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 the entity. The rights,

privileges, powers and interest in property of the corporation that

has converted, as well as the debts, liabilities and duties of the

corporation, shall not be deemed, as a consequence of the

conversion, to have been transferred to the entity to which the

corporation has converted for any purpose of the laws of this state.

I. No vote of shareholders of a corporation shall be necessary

to authorize a conversion if no shares of the stock of the

corporation shall have been issued before the adoption by the board

of directors of the resolution approving the conversion.

J. Nothing in this section shall be deemed to authorize the

conversion of a charitable nonstock corporation into another entity,

if the charitable status of such charitable nonstock corporation

would thereby be lost or impaired.

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