2023 Oklahoma Statutes › Title 18. Corporations › §18-1083.1. Merger of parent entity and subsidiary corporation or corporations.

MERGER OF PARENT ENTITY AND SUBSIDIARY
CORPORATION OR CORPORATIONS
A. In any case in which:
1. At least ninety percent (90%) of the outstanding shares of each class of the stock of a corporation or corporations, other than a corporation which has in its certificate of incorporation the provision required by division (1) of subparagraph g of paragraph 1 of subsection G of Section 1081 of this title, of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned by an entity; and
2. One or more of such corporations is a domestic corporation. Unless the laws of the jurisdiction or jurisdictions under which such entity or such foreign corporations are formed or organized prohibit such merger, the entity having such stock ownership may either merge the corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and one or more of such corporations, into one of the other corporations by:
a.
authorizing such merger in accordance with such entity’s governing documents and the laws of the jurisdiction under which such entity is formed or organized, and
b.
acknowledging and filing with the Secretary of State, in accordance with Section 1007 of this title, a certificate of such ownership and merger certifying:
(1)
that such merger was authorized in accordance with such entity’s governing documents and the laws of the jurisdiction under which such entity is formed or organized, such certificate executed in accordance with such entity’s governing documents and in accordance with the laws of the jurisdiction under which such entity is formed or organized, and
(2)
the type of entity of each constituent entity to the merger; provided, however, that in case the entity shall not own all the outstanding stock of all the corporations, parties to a merger as aforesaid:
(a)
the certificate of ownership and merger shall state the terms and conditions of the merger including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving constituent party upon surrender of each share of the corporation or corporations not owned by the entity, or the cancellation of some or all of such shares, and
(b)
such terms and conditions of the merger may not result in a holder of stock in a corporation becoming a general partner in a surviving entity that is a partnership, other than a limited liability partnership or a limited liability limited partnership.
Any of the terms of the merger may be made dependent upon facts ascertainable outside of the certificate of ownership and merger, provided that the manner in which such facts shall operate upon the terms of the merger is clearly and expressly set forth in the certificate of ownership and merger. The term “facts”, as used in the preceding sentence includes, but is not limited to, the occurrence of any event including a determination or action by any person or body including the entity. If the surviving constituent party is an entity formed or organized under the laws of a jurisdiction other than this state, subsection D of Section 1082 of this title shall also apply to a merger under this section; if the surviving constituent party is the entity, the word “corporation” where applicable, as used in subsection D of Section 1082 of this title, shall be deemed to include an entity as defined herein; and the terms and conditions of the merger shall obligate the surviving constituent party to provide the agreement, and take the actions required by subsection D of Section 1082 of this title.
B. Sections 1088, 1090 and 1127 of this title shall, insofar as they are applicable, apply to a merger under this section, and Section 1089 and subsection E of Section 1081 of this title shall apply to a merger under this section in which the surviving constituent party is a corporation of this state. For purposes of this subsection, references to “agreement of merger” in subsection F of Section 1081 of this title shall mean the terms and condition of the merger set forth in the certificate of ownership and merger, and references to “corporation” in Sections 1088, 1089 and 1090 of this title and Section 1127 of this title shall be deemed to include the entity, as applicable. Section 1091 of this title shall not apply to any merger effected under this section, except as provided in subsection C of this section.
C. In the event all of the stock of a domestic corporation party to a merger effected under this section is not owned by the entity immediately prior to the merger, the shareholders of such domestic corporation party to the merger shall have appraisal rights as set forth in Section 1091 of this title.
D. As used in this section:
1. “Constituent party” means an entity or corporation to be merged pursuant to this section;
2. “Entity” means a partnership, whether general or limited, and including a limited liability partnership and a limited liability limited partnership, a 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; and
3. “Governing documents” means a partnership agreement, operating agreement, articles of association or any other instrument containing the provisions by which an entity is formed or organized.
Added by Laws 2017, c. 323, § 24, eff. Nov. 1, 2017.
Amended by Laws 2021, c. 51, § 13, eff. Nov. 1, 2021.