Okla. Stat. tit. 18, § 18-2054.1

CONVERSION OF AN ENTITY TO A LIMITED LIABILITY COMPANY

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

limited liability company, a domestic or foreign public benefit

limited liability company, a domestic or foreign corporation, a

domestic or foreign partnership whether general or limited, and

including a limited liability partnership and a limited liability

limited partnership, and any domestic or foreign 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.

B. Any entity may convert to a domestic limited liability

company, including a protected or registered series of a limited

liability company, by complying with subsection H of this section

and filing with the Secretary of State in accordance with the

statutes applicable to the converting entity articles of conversion

to a limited liability company that have been executed in accordance

with the statutes applicable to the converting entity, to which

shall be attached articles of organization that comply with Sections

2005 and 2008 of this title and have been executed by one or more

authorized persons in accordance with Section 2006 of this title.

C. The articles of conversion to a limited liability company

shall state:

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

2. The name, jurisdiction of formation of the entity, and type

of entity when formed and, if changed, its name, jurisdiction and

type of entity immediately before filing of the articles of

conversion to limited liability company;

3. The name of the limited liability company as set forth in

its articles of organization filed in accordance with subsection B

of this section; and

4. The future effective date or time of the conversion to a

limited liability company, which shall be a date or time certain not

later than ninety (90) days after the filing, if it is not to be

Oklahoma Statutes - Title 18. Corporations Page 581

effective upon the filing of the articles of conversion to a limited

liability company and the articles of organization.

D. Upon the effective date or time of the articles of

conversion to limited liability company and the articles of

organization, the entity shall be converted to a domestic limited

liability company and the limited liability company shall thereafter

be subject to all of the provisions of the Oklahoma Limited

Liability Company Act, except that notwithstanding Section 2004 of

this title, the existence of the limited liability company shall be

deemed to have commenced on the date the entity was formed.

E. The conversion of any entity into a domestic limited

liability company shall not be deemed to affect any obligations or

liabilities of the entity incurred before its conversion to a

domestic limited liability company or the personal liability of any

person incurred before the conversion.

F. When an entity has converted to a domestic limited liability

company under this section, the domestic limited liability company

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 limited

liability company and shall be the property of the domestic limited

liability company, 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
ability company and shall be the property of the domestic limited

liability company, 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 limited

liability company and may be enforced against it to the same extent

as if the debts, liabilities and duties had been incurred or

contracted by it in its capacity as a domestic limited liability

company. 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 limited liability company 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 the entity and shall

constitute a continuation of the existence of the converting entity

in the form of a domestic limited liability company.

H. Before filing the articles of conversion to a domestic

limited liability company with the Office of the Secretary of State,

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the conversion shall be approved in the manner provided for by the

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

be, governing the internal affairs of the entity and the conduct of

its business or by applicable law, as appropriate, and articles of

organization shall be approved by the same authorization required to

approve the conversion.

I. In a conversion of an entity to a domestic limited liability

company under this section, rights or securities of or memberships

or membership, economic or ownership interests in the entity that is

to be converted to a domestic limited liability company may be

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

securities of or interests in the domestic limited liability company

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

converted into cash, property or rights or securities of or

memberships or membership, economic or ownership interests in

another domestic limited liability company or other entity.

J. The provisions of this section shall not be construed to

limit the accomplishment of a change in the law governing, or the

domicile of, an entity to this state by any other means provided for

in an operating agreement or other agreement or as otherwise

permitted by law including by the amendment of an operating

agreement or other agreement.

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

conversion of a charitable entity into a domestic limited liability

company, if the charitable status of such entity would thereby be

lost or impaired.