Oklahoma § 18-1204 Amending certificate of incorporation for existing

Oklahoma Statutes

§ 18-1204 — Amending certificate of incorporation for existing

Oklahoma·Title 18 Corporations

corporations.

A.An existing business corporation may become a benefit corporation under the Oklahoma Benefit Corporation Act by amending its certificate of incorporation so that it contains, in addition to the requirements of Title 6 or Title 18 of the Oklahoma Statutes, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote. B.

1.Except as provided in paragraph 2 of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger, consolidation or conversion and the surviving, new or resulting entity in the merger, consolidation or conversion is to be a benefit corporation, the plan of merger, consolidation or conversion shall be adopted or approved by the domes

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corporations. A. An existing business corporation may become a benefit corporation under the Oklahoma Benefit Corporation Act by amending its certificate of incorporation so that it contains, in addition to the requirements of Title 6 or Title 18 of the Oklahoma Statutes, a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote. B. 1. Except as provided in paragraph 2 of this subsection, if a domestic entity that is not a benefit corporation is a party to a merger, consolidation or conversion and the surviving, new or resulting entity in the merger, consolidation or conversion is to be a benefit corporation, the plan of merger, consolidation or conversion shall be adopted or approved by the domestic entity by at least the minimum status vote. 2. Paragraph 1 of this subsection shall not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 1083 of Title 18 of the Oklahoma Statutes.

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