Okla. Stat. tit. 18 § 2054.8

Current through Laws 2024, c. 453.

Section 2054.8 - [Effective 11/1/2024] Merger and consolidation of registered series

A. Under an agreement of merger or consolidation, one or more registered series may merge or consolidate with or into one or more other registered series of the same limited liability company with such registered series as the agreement shall provide being the surviving or resulting registered series. Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be approved by each registered series which is to merge or consolidate by members of the registered series who own a majority of the then current percentage or other interest in the profits of the registered series owned by all of the members of the registered series. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a registered series which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the surviving or resulting registered series or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, a domestic limited liability company or other business entity which is not the surviving or resulting registered series in the merger or consolidation, may remain outstanding, or may be canceled. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended under a provision for such termination or amendment contained in the agreement of merger or consolidation.

B. If a registered series is merging or consolidating under this section, the registered series surviving or resulting in or from the merger or consolidation shall file articles of merger or consolidation of registered series executed by one or more authorized persons on behalf of the registered series when it is the surviving or resulting registered series in the Office of the Secretary of State. The articles of merger or consolidation of registered series shall state:

1. The name of each registered series which is to merge or consolidate and the name of the limited liability company that formed the registered series;

2. That an agreement of merger or consolidation has been approved and executed by or on behalf of each registered series which is to merge or consolidate;

3. The name of the surviving or resulting registered series;

4. Such amendment, if any, to the articles of registered series of the registered series that is the surviving registered series to change the name of the surviving registered series, as is desired to be effected by the merger;

5. The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the filing of the articles of merger or consolidation of registered series;

6. That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting registered series or the limited liability company that formed such registered series, and shall state the address thereof; and

7. That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting registered series, on request and without cost, to any member of any registered series which is to merge or consolidate.

C. Unless a future effective date or time is provided in articles of merger or consolidation of registered series, a merger or consolidation under this section shall be effective upon the filing in the Office of the Secretary of State of articles of merger or consolidation of registered series.

D. Articles of merger or consolidation of registered series cancel the articles of registered series of the registered series which is not the surviving or resulting registered series in the merger or consolidation. Articles of merger or consolidation of registered series that set forth any amendment in accordance with paragraph 4 of subsection B of this section is deemed to be an amendment to the articles of registered series of the surviving registered series, and no further action shall be required to amend the articles of registered series of the surviving registered series under Section 14 of this act with respect to such amendments set forth in such articles of merger or consolidation. Whenever this section requires the filing of articles of merger or consolidation of registered series, such requirement is deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in such articles of merger or consolidation.

E. An agreement of merger or consolidation approved in accordance with subsection A of this section may effect any amendment to the operating agreement relating solely to the registered series that are constituent parties to the merger or consolidation. Any amendment to an operating agreement relating solely to the registered series that are constituent parties to the merger or consolidation made under this subsection shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the operating agreement relating to amendment of the operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement relating to any constituent registered series to the merger or consolidation, including a registered series formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the surviving or resulting registered series.

F. When any merger or consolidation shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of each of the registered series that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any of the registered series, as well as all other things and causes of action belonging to each of the registered series, shall be vested in the surviving or resulting registered series, and shall thereafter be the property of the surviving or resulting registered series as they were of each of the registered series that have merged or consolidated. The title to any real property vested by deed or otherwise, under the laws of this state, in any of the registered series, shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of any of the registered series shall be preserved unimpaired, and all debts, liabilities, and duties of each of the registered series that have merged or consolidated shall remain attached to the surviving or resulting registered series, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a registered series of a limited liability company, including a registered series which is not the surviving or resulting registered series in the merger or consolidation, shall not require the registered series to wind up its affairs under Section 14 of this act, or pay its liabilities and distribute its assets under Section 14 of this act, and the merger or consolidation shall not constitute a dissolution of the registered series.

G. An operating agreement may provide that a registered series of a limited liability company shall not have the power to merge or consolidate as set forth in this section.

Okla. Stat. tit. 18, § 2054.8

Added by Laws 2024, c. 121,s. 17, eff. 11/1/2024.