Okla. Stat. tit. 18, § 18-2054.2

CONVERSION OF A LIMITED LIABILITY COMPANY TO AN ENTITY

A. A domestic limited liability company may convert to an

entity upon the authorization of such conversion in accordance with

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

domestic or foreign protected or registered series of a limited

liability company, a foreign limited liability company, a domestic

or foreign public benefit limited liability company, a domestic or

foreign corporation including a public benefit 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

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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. If the operating agreement specifies the manner of

authorizing a conversion of the limited liability company, the

conversion shall be authorized as specified in the operating

agreement.

C. If the operating agreement does not specify the manner of

authorizing a conversion of the limited liability company and does

not prohibit a conversion of the limited liability company, the

conversion shall be authorized in the same manner as is specified in

the operating agreement for authorizing a merger or consolidation

that involves the limited liability company as a constituent party

to a merger or consolidation.

D. If the operating agreement does not specify the manner of

authorizing a conversion of the limited liability company or a

merger or consolidation that involves the limited liability company

as a constituent party and does not prohibit a conversion of the

limited liability company, the conversion shall be authorized by the

approval of a majority of the membership interest or, if there is

more than one class or group of members, then by a majority of the

membership interest in each class or group of members.

Notwithstanding the foregoing, in addition to any other

authorization required by this section, if the entity into which the

limited liability company is to convert does not afford all of its

interest holders protection against personal liability for the debts

of the entity, the conversion must be authorized by any and all

members who would be exposed to personal liability.

E. Unless otherwise agreed, the conversion of a domestic

limited liability company to another entity pursuant to this section

shall not require the limited liability company to wind up its

affairs or pay its liabilities and distribute its assets, and the

conversion shall not constitute a dissolution of the limited

liability company.

F. In a conversion of a domestic limited liability company to

an entity under this section, rights or securities of or interests

in the domestic limited liability company which are to be converted

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 limited liability

company is being converted or, in addition to or in lieu thereof,

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

securities of or memberships or membership, economic or ownership

interests in another entity or may be canceled.

G. If the governing act of a domestic entity to which the

limited liability company is converting does not provide for the

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filing of a conversion notice with the Secretary of State or the

limited liability company is converting to a foreign entity,

articles of conversion executed in accordance with Section 2006 of

this title, shall be filed in the Office of the Secretary of State
tity to which the

limited liability company is converting does not provide for the

Oklahoma Statutes - Title 18. Corporations Page 584

filing of a conversion notice with the Secretary of State or the

limited liability company is converting to a foreign entity,

articles of conversion executed in accordance with Section 2006 of

this title, shall be filed in the Office of the Secretary of State

in accordance with Section 2007 of this title. The articles of

conversion shall state:

1. The name of the limited liability company and, if it has

been changed, the name under which its articles of organization were

originally filed;

2. The date of filing of its original articles of organization

with the Secretary of State;

3. The name and type of entity to which the limited liability

company is converting and its jurisdiction of formation, if a

foreign entity;

4. The future effective date or time of the conversion, 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 articles of conversion;

5. That the conversion has been approved in accordance with

this section;

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 limited liability company, and that it irrevocably

appoints the Secretary of State as its agent to accept service of

process in any such action, suit or proceeding, and its street

address to which a copy of the process shall be mailed to it by the

Secretary of State; and

7. If the domestic entity to which the domestic limited

liability company 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.

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

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

governing act of the domestic entity to which the limited liability

company is converting, the filing of any formation document required

by the governing act of the domestic entity to which the limited

liability company is converting, and payment to the Secretary of

State of all prescribed fees, the Secretary of State shall certify

that the limited liability company has filed all documents and paid

all required fees, and thereupon the domestic limited liability

company shall cease to exist as a limited liability company of this

state. The Secretary of State’s certificate shall be prima facie

evidence of the conversion by the domestic limited liability

company.

I. The conversion of a domestic limited liability company to an

entity under this section and the resulting cessation of its

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existence as a domestic limited liability company shall not be

deemed to affect any obligations or liabilities of the limited

liability company incurred before the conversion or the personal

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

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

liability company with respect to matters arising before the

conversion.

J. When a domestic limited liability company has converted to

an entity under this section, the entity shall be deemed to be the

same entity as the limited liability company. All of the rights,

privileges and powers of the domestic limited liability company that

has converted, and all property, real, personal and mixed, and all

debts due to the limited liability company, as well as all other

things and causes of action belonging to the limited liability

company, shall remain vested in the entity to which the domestic

limited liability company has converted and shall be the property of

the entity, and the title to any real property vested by deed or
has converted, and all property, real, personal and mixed, and all

debts due to the limited liability company, as well as all other

things and causes of action belonging to the limited liability

company, shall remain vested in the entity to which the domestic

limited liability company has converted and shall be the property of

the entity, and the title to any real property vested by deed or

otherwise in the domestic limited liability company 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 limited

liability company shall be preserved unimpaired, and all debts,

liabilities and duties of the limited liability company that has

converted shall remain attached to the entity to which the domestic

limited liability company 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 interests in property of

the domestic limited liability company that has converted, as well

as the debts, liabilities and duties of the limited liability

company, shall not be deemed, as a consequence of the conversion, to

have been transferred to the entity to which the limited liability

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

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

conversion of a charitable domestic limited liability company into

another entity, if the charitable status of such domestic limited

liability company would thereby be lost or impaired.