Title Examination Standards
Chapter 1, App.
Chapter 12. Corporations
§12.4. Recital of Identity, Successorship, or Conversion

1. A. A recital of succession by corporate merger or corporate name change (e.g., the corporation was formerly known by another name) may be relied upon if contained in a recorded title document properly executed by the surviving or resulting corporation. B. After September 1, 1990, a recital of succession by merger or consolidation of one or more corporations with one or more limited partnerships may be relied upon if contained in a recorded title document properly executed by the surviving or resulting entity. C. On or after November 1, 1998, a recital of succession by merger or consolidation or one or more corporations with one or more business entities, as defined in 18 O.S. § 1090.2(A), may be relied upon if contained in a recorded title document properly executed by the surviving or resulting entity. D. On or after January 1, 2010, a recital by a business entity, as defined in 18 O.S. § 2054.1(A), of a conversion to a domestic limited liability company may be relied upon if contained in a recorded title document properly executed by the domestic limited liability company.

   Authority: 18 O.S. § 1144 (effective November 1, 1987) 1088 (effective November 1, 1986), 1090.2 (effective November 1, 1998), and 2054.1 (effective January 1, 2010).

   Comment: While there seems to be no exact precedent for this standard, it is justified as a parallel to Standard 5.3 and as an extension of Standard 12.1.

Unless there is some reason disclosed of record to doubt the truth of the recital (e.g ., the recordation of a conflicting certificate prepared pursuant to 18 O.S. § 1144 or § 1090.2), then:

The standard was recommended by the 1980 Title Examination Standards Committee, 51 O.B.J. 2726, 2727 (1980). It was approved by the Real Property Section, December 3, 1980, and adopted by the House of Delegates, December 5, 1980. The Authority was added by the Editor of the Title Examination Standards at the suggestion of Richard Cleverdon, Tulsa, the chairman of the 1980 Title Examination Standards Committee.

As a result of the extensive revision of Title 18 effective November 1, 1986, the report of the 1987 Title Examination Standards Committee recommended the amendment of this standard, 58 O.B.J. 2839, 2842-43 (1987). The recommendation was approved by the Real Property Section, November 12, 1987, and adopted by the House of Delegates, November 13,1987.

The 1991 Report of the Title Examination Standards Committee, 62 O.B.A.J. 3269 (1991), proposed a complete revision of this standard to include mergers of corporations with limited partnerships, as now allowed by statute. The proposal was approved by the Real Property Section on November 14, 1991 and adopted by the House of Delegates on November 15, 1991, 62 O.B.A.J. 3531 (1991). See also Title Standard 13.8.

The 2020 Title Examination Standards Sub-Committee of the Real Property Law Section recommended the following editorial changes to the Title Standards as they appear on OSCN to bring the printed handbook and OSCN into conformity. The Real Property Section approved the proposal, and the House of Delegates adopted the amendment on November 13, 2020. (superseded document available)