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AB854,164,18 17(2) “Acquiring entity" means the entity that acquires all of one or more classes
18or series of interests of the acquired entity in an interest exchange.
AB854,164,20 19(2m) “Constituent entity" means a merging entity or a surviving entity in a
20merger.
AB854,164,21 21(3) “Conversion" means a transaction authorized by ss. 179.1141 to 179.1145.
AB854,164,23 22(4) “Converted entity" means the converting entity as it continues in existence
23after a conversion.
AB854,164,24 24(5) “Converting entity" means an entity that engages in a conversion.
AB854,165,2
1(8) “Domesticated entity" means the domesticating entity as it continues in
2existence after a domestication.
AB854,165,4 3(9) “Domesticating entity" means either a non-United States entity or a
4Wisconsin limited partnership that engages in a domestication.
AB854,165,6 5(10) “Domestication" means a transaction authorized by ss. 179.1151 to
6179.1155.
AB854,165,7 7(16) “Interest" means any of the following:
AB854,165,88 (a) A share in a business corporation.
AB854,165,99 (b) A membership in a nonprofit or nonstock corporation.
AB854,165,1010 (c) A partnership interest in a general partnership.
AB854,165,1111 (d) A partnership interest in a limited partnership.
AB854,165,1212 (e) A membership interest in a limited liability company.
AB854,165,1313 (f) A membership interest or stock in a general cooperative association.
AB854,165,1414 (g) A membership interest in a limited cooperative association.
AB854,165,1515 (h) A membership in an unincorporated association.
AB854,165,1716 (i) A beneficial interest in a statutory trust, business trust, or common-law
17business trust.
AB854,165,1818 (j) A comparable interest in any other type of unincorporated entity.
AB854,165,20 19(17) “Interest exchange" means a transaction authorized by ss. 179.1131 to
20179.1135.
AB854,165,21 21(18) “Interest holder" means any of the following:
AB854,165,2222 (a) A shareholder of a business corporation.
AB854,165,2323 (b) A member of a nonprofit or nonstock corporation.
AB854,165,2424 (c) A general partner of a general partnership.
AB854,165,2525 (d) A general partner of a limited partnership.
AB854,166,1
1(e) A limited partner of a limited partnership.
AB854,166,22 (f) A member of a limited liability company.
AB854,166,33 (g) A member or stockholder of a general cooperative association.
AB854,166,44 (h) A member of a limited cooperative association.
AB854,166,55 (i) A member of an unincorporated association.
AB854,166,76 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or
7common-law business trust.
AB854,166,88 (k) Any other direct holder of an interest.
AB854,166,9 9(19) “Interest holder liability" means any of the following:
AB854,166,1110 (a) Personal liability for a debt, obligation, or other liability of an entity which
11is imposed on a person under any of the following circumstances:
AB854,166,1312 1. Solely by reason of the status of the person as an interest holder of the entity
13under its governing law.
AB854,166,1714 2. Under the organizational documents of the entity in accordance with its
15governing law which make one or more specified interest holders or categories of
16interest holders liable in their capacity as interest holders for all or specified
17liabilities of the entity.
AB854,166,1918 (b) An obligation of an interest holder of an entity under its organizational
19documents to contribute to the entity.
AB854,166,20 20(20) “Merger" means a transaction authorized by ss. 179.1121 to 179.1125.
AB854,166,22 21(21) “Merging entity" means an entity that is a party to a merger and exists
22immediately before the merger becomes effective.
AB854,166,25 23(22m) “Non-United States entity" means an entity whose governing law is the
24law of any jurisdiction other than the United States or any state, but does not include
25an entity that has domesticated under the law of any other state.
AB854,167,3
1(23m) “Organizational documents" means, with respect to an entity, whether
2in a record or, to the extent permitted under the entity's governing law, other than
3in a record, the following or its equivalent under the entity's governing law:
AB854,167,54 (a) For a domestic or foreign corporation, whether or not for profit, its articles
5of incorporation and bylaws.
AB854,167,96 (b) For a domestic or foreign partnership, its partnership agreement and, in the
7case of a domestic or foreign limited liability partnership, its statement of
8qualification as a limited liability partnership or foreign limited liability
9partnership.
AB854,167,1110 (c) For a domestic or foreign limited partnership, its certificate of limited
11partnership and partnership agreement.
AB854,167,1312 (d) For a domestic or foreign limited liability company, its certificate or articles
13of organization and operating agreement.
AB854,167,1414 (e) For a business trust, its agreement of trust and declaration of trust.
AB854,167,1715 (f) For any other entity, the basic records, agreements, or other items that
16create the entity and control its internal governance and the relations among its
17interest holders.
AB854,167,20 18(24) “Plan" means a plan of merger under s. 179.1122, a plan of interest
19exchange under s. 179.1132, a plan of conversion under s. 179.1142, or a plan of
20domestication under s. 179.1152.
AB854,167,22 21(37) “Surviving entity" means the entity that continues in existence after or is
22created by a merger.
AB854,167,23 23(38) “Type of entity" means a generic form of entity that is any of the following:
AB854,167,2424 (a) Recognized at common law.
AB854,167,2525 (b) Recognized under a governing law.
AB854,168,3
1179.1102 Relationship of subchapter to other laws. (1) This subchapter
2does not authorize an act prohibited by, and does not affect the application or
3requirements of, law other than this subchapter.
AB854,168,8 4(2) A transaction effected under this subchapter may not create or impair a
5right, duty, or obligation of a person under the law of this state, other than this
6subchapter, relating to a change in control, takeover, business combination,
7control-share acquisition, or similar transaction involving a domestic constituent,
8acquired, or converting entity.
AB854,168,16 9179.1103 Existing purpose. (2) Property held for a charitable purpose under
10the law of this state by a domestic or foreign entity immediately before a transaction
11under this subchapter becomes effective may not, as a result of the transaction, be
12diverted from the objects for which it was donated, granted, devised, or otherwise
13transferred. An entity that is or plans to be engaged in a transaction covered by this
14subchapter may apply to the circuit court for a determination regarding the
15transaction's compliance with cy pres or other law dealing with nondiversion of
16charitable assets.
AB854,168,20 17(3) A bequest, devise, gift, grant, or promise contained in a will or other
18instrument of donation, subscription, or conveyance that is made to a merging entity
19which is not the surviving entity and that takes effect or remains payable after the
20merger inures to the surviving entity.
AB854,168,23 21(4) A trust obligation that would govern property if transferred to a
22nonsurviving entity applies to property that is transferred to the surviving entity
23under this section.
AB854,169,3
1179.1104 Nonexclusivity. The fact that a transaction under this subchapter
2produces a certain result does not preclude the same result from being accomplished
3in any other manner permitted by law other than this subchapter.
AB854,169,8 4179.1105 Reference to external facts. A plan may refer to facts
5ascertainable outside the plan if the manner in which the facts will operate upon the
6plan is specified in the plan. The facts may include the occurrence of an event or a
7determination or action by a person, whether or not the event, determination, or
8action is within the control of a party to the transaction.
AB854,169,13 9179.1121 Merger authorized. (1) One or more domestic limited
10partnerships may merge with or into one or more other constituent entities pursuant
11to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the
12governing law of each constituent entity and each constituent entity approves the
13plan of merger in the manner required by its governing law.
AB854,169,18 14(2) One or more other domestic or foreign entities may merge with or into a
15domestic limited partnership pursuant to ss. 179.1121 to 179.1125 and a plan of
16merger if the merger is permitted under the governing law of each constituent entity
17and each constituent entity approves the plan of merger in the manner required by
18its governing law.
AB854,169,20 19179.1122 Plan of merger. (1) A plan of merger must be in a record and
20contain all of the following:
AB854,169,2121 (a) As to each constituent entity, its name, type of entity, and governing law.
AB854,169,2222 (b) The terms and conditions of the merger.
AB854,169,2523 (c) The manner and basis of converting the interests in each constituent entity
24into interests, securities, or obligations of the surviving entity, rights to acquire such
25interests or securities, money, other property, or any combination of the foregoing.
AB854,170,3
1(d) If the surviving entity preexists the merger, any proposed amendments to
2its organizational documents that are to be in a record immediately after the merger
3becomes effective.
AB854,170,54 (e) If the surviving entity is to be created in the merger, any of its organizational
5documents that are to be in a record immediately after the merger becomes effective.
AB854,170,76 (f) Any other matters required under the governing law of any constituent
7entity.
AB854,170,9 8(2) In addition to the requirements of sub. (1), a plan of merger may contain
9any other provision relating to the merger and not prohibited by law.
AB854,170,13 10179.1123 Approval of merger; amendment; abandonment. (1) Subject
11to s. 179.1161, a plan of merger must be approved by a vote or consent of all of the
12following with respect to each domestic limited partnership that is a constituent
13entity:
AB854,170,1414 (a) All general partners.
AB854,170,1615 (b) Partners owning a majority of the rights to receive distributions, whether
16as a general partner, a limited partner, or both.
AB854,170,21 17(2) Subject to s. 179.1161 and the governing law of each constituent entity, after
18a plan of merger is approved, and at any time before a merger becomes effective, the
19constituent entities may amend the plan of merger or abandon the merger as
20provided in the plan of merger or, except as otherwise provided in the plan of merger,
21with the same vote or consent as was required to approve the plan of merger.
AB854,171,4 22(3) If, after articles of merger have been delivered to the department for filing
23and before the merger becomes effective, the plan of merger is amended in a manner
24that requires an amendment to the articles of merger or if the merger is abandoned,
25a statement of amendment or abandonment, signed by a constituent entity, must be

1delivered to the department for filing before the merger becomes effective. When the
2statement of abandonment becomes effective, the merger is abandoned and does not
3become effective. The statement of amendment or abandonment must contain all of
4the following:
AB854,171,55 (a) The name of each constituent entity.
AB854,171,66 (b) The amendment to or the abandonment of the articles of merger.
AB854,171,87 (c) A statement that the amendment or abandonment was approved in
8accordance with this section.
AB854,171,11 9(4) In addition to approval under sub. (1), a plan of merger must be approved
10by each constituent entity that is not a domestic limited partnership in accordance
11with any requirements of its governing law.
AB854,171,15 12179.1124 Filings required for merger; effective date. (1) After a merger
13has been approved with respect to each constituent entity in accordance with its
14governing law, the constituent entities shall deliver, or cause to be delivered, to the
15department for filing articles of merger setting forth all of the following:
AB854,171,1616 (a) The name, type of entity, and governing law of each constituent entity.
AB854,171,1817 (b) The name, type of entity, and governing law of the surviving entity and, if
18the surviving entity is created by the merger, a statement to that effect.
AB854,171,2019 (c) A statement that the plan of merger has been approved and adopted by each
20constituent entity in accordance with its governing law.
AB854,171,2421 (d) 1. If the surviving entity preexists the merger, any amendments to its
22organizational documents under s. 179.1122 (1) (d) that are to be in a public record
23under its governing law or, if there are no such amendments, a statement to that
24effect.
AB854,172,2
12. If the surviving entity is to be created in the merger, any of its organizational
2documents that are to be in a public record under its governing law.
AB854,172,43 (e) A statement that the plan of merger is on file at the principal office of the
4surviving entity.
AB854,172,65 (f) A statement that upon request the surviving entity will provide a copy of the
6plan of merger to any interest holder of a constituent entity.
AB854,172,77 (g) A statement whether s. 179.1161 applies to the merger.
AB854,172,10 8(2) In addition to the requirements of sub. (1), the articles of merger may
9contain any other provisions relating to the merger, as determined by the constituent
10entities in accordance with the plan of merger.
AB854,172,14 11(3) If the surviving entity is a foreign entity that will be required to register to
12do business in this state immediately after the merger and it has not previously
13registered to do so or been assigned a registration to do so under s. 179.1009, it shall
14so register.
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