A Certificate of Merger or Consolidation (Oklahoma corporation into Foreign corporation) is a document which is filed with the Oklahoma Secretary of State to legally combine two or more corporations, with at least one of the corporations being from Oklahoma and the other one from a foreign jurisdiction. This type of merger or consolidation is known as an "Oklahoma Corporation into Foreign Corporation" merger or consolidation. There are two common types of Certificate of Merger or Consolidation (Oklahoma corporation into Foreign corporation) that can be filed depending on the type of merger or consolidation: 1. Certificate of Merger: A Certificate of Merger is used when one corporation (the "surviving corporation") is merging with one or more other corporations (the "dissolved corporations") and then continuing as a single entity. 2. Certificate of Consolidation: A Certificate of Consolidation is used when two or more corporations are combining to form a new entity, with the new entity being the "surviving corporation" and the other corporations being "dissolved corporations". The Certificate of Merger or Consolidation (Oklahoma corporation into Foreign corporation) must include certain information such as the name of the surviving corporation, the name and address of the foreign corporation, the date of the merger or consolidation, the name of the jurisdiction of the foreign corporation, and the name and address of the registered agent in the foreign jurisdiction. The Certificate must also be signed by the authorized officers of the merging or consolidating corporations. Once the Certificate is filed with the Oklahoma Secretary of State, it will be effective on the date of filing.
Certificate of Merger or Consolidation (Oklahoma corporation into Foreign corporation)
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FAQ
The Articles of Organization is the document, that once approved by the Secretary of State's office, creates your Oklahoma LLC.
To register a foreign corporation in Oklahoma, you must file an Oklahoma Certificate of Qualification with the Oklahoma Secretary of State. You can submit this document by mail, by fax, in person, or online. The Certificate of Qualification for a foreign Oklahoma corporation costs $300 to file.
To dissolve your corporation in Oklahoma, you submit the completed Oklahoma Certificate of Dissolution form by mail, in person or by fax to the Secretary of State along with the filing fee.
A certified copy of your Articles of Organization or Articles of Incorporation can be ordered by mail, in person, or online, but we recommend online. Online processing costs $10 plus $1 per page and takes about an hour.
While there is no legal requirement that a corporation must dissolve if it's no longer doing business, there are good reasons to do so. A small business that remains incorporated, even if it is inactive, must continue to file state and federal income taxes, even if it did no business during the year and had no income.
Liquidation of Assets After a company is dissolved, it must liquidate its assets. Liquidation refers to the process of sale or auction of the company's non-cash assets. Note that only those assets your company owns can be liquidated. Thus, you can't liquidate assets that are used as collateral for loans.
Dissolving a corporation successfully takes several key steps. Such requirements may vary across the fifty states. Generally, it is recommended that business owners get legal assistance to file the necessary documents with the proper state agencies.
Shareholders must authorize the liquidation and dissolution of the corporation by special resolution. If there is more than one class or group of shareholders, each class or group must pass a special resolution to authorize the dissolution even if these shareholders are not otherwise entitled to vote.