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AB854,219,11 10(9) “Merging entity" means an entity that is a party to a merger and exists
11immediately before the merger becomes effective.
AB854,219,14 12(10) “Non-United States entity" means an entity whose governing law is the
13law of any jurisdiction other than the United States or any state, but does not include
14an entity that has domesticated under the law of any other state.
AB854,219,17 15(11) “Organizational documents" means, with respect to an entity, whether in
16a record or, to the extent permitted under the entity's governing law, other than in
17a record, the following or its equivalent under the entity's governing law:
AB854,219,1918 (a) For a domestic or foreign corporation, whether or not for profit or stock or
19nonstock, its articles of incorporation and bylaws.
AB854,219,2320 (b) For a domestic or foreign partnership, its partnership agreement and, in the
21case of a domestic or foreign limited liability partnership, its statement of
22qualification as a limited liability partnership or foreign limited liability
23partnership.
AB854,219,2524 (c) For a domestic or foreign limited partnership, its certificate of limited
25partnership and partnership agreement.
AB854,220,2
1(d) For a domestic or foreign limited liability company, its certificate or articles
2of organization and operating agreement.
AB854,220,33 (e) For a business trust, its agreement of trust and declaration of trust.
AB854,220,64 (f) For any other entity, the basic records, agreements, or other items that
5create the entity and control its internal governance and the relations among its
6interest holders.
AB854,220,9 7(12) “Plan" means a plan of merger under s. 180.11012, a plan of interest
8exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of
9domestication under s. 180.1172.
AB854,220,11 10(13) “Surviving entity" means the entity that continues in existence after or is
11created by a merger.
AB854,220,12 12(14) “Type of entity" means a generic form of entity that is any of the following:
AB854,220,1313 (a) Recognized at common law.
AB854,220,1414 (b) Recognized under a governing law.
AB854,232 15Section 232. 180.11001 of the statutes is created to read:
AB854,220,18 16180.11001 Relationship of subchapter to other laws. (1) This subchapter
17does not authorize an act prohibited by, and does not affect the application or
18requirements of, law other than this subchapter.
AB854,220,23 19(2) A transaction effected under this subchapter may not create or impair a
20right, duty, or obligation of a person under the law of this state, other than this
21subchapter, relating to a change in control, takeover, business combination,
22control-share acquisition, or similar transaction involving a domestic constituent,
23acquired, or converting entity.
AB854,233 24Section 233. 180.11002 of the statutes is created to read:
AB854,221,8
1180.11002 Existing purpose. (1) Property held for a charitable purpose
2under the law of this state by a domestic or foreign entity immediately before a
3transaction under this subchapter becomes effective may not, as a result of the
4transaction, be diverted from the objects for which it was donated, granted, devised,
5or otherwise transferred. An entity that is or plans to be engaged in a transaction
6covered by this subchapter may apply to the circuit court for a determination
7regarding the transaction's compliance with cy pres or other law dealing with
8nondiversion of charitable assets.
AB854,221,12 9(2) A bequest, devise, gift, grant, or promise contained in a will or other
10instrument of donation, subscription, or conveyance that is made to a merging entity
11which is not the surviving entity and that takes effect or remains payable after the
12merger inures to the surviving entity.
AB854,221,15 13(3) A trust obligation that would govern property if transferred to a
14nonsurviving entity applies to property that is transferred to the surviving entity
15under this section.
AB854,234 16Section 234. 180.11003 of the statutes is created to read:
AB854,221,19 17180.11003 Nonexclusivity. The fact that a transaction under this subchapter
18produces a certain result does not preclude the same result from being accomplished
19in any other manner permitted by law other than this subchapter.
AB854,235 20Section 235. 180.11004 of the statutes is created to read:
AB854,221,25 21180.11004 Reference to external facts. A plan may refer to facts
22ascertainable outside the plan if the manner in which the facts will operate upon the
23plan is specified in the plan. The facts may include the occurrence of an event or a
24determination or action by a person, whether or not the event, determination, or
25action is within the control of a party to the transaction.
AB854,236
1Section 236. 180.1101 (title) of the statutes is amended to read:
AB854,222,2 2180.1101 (title) Merger authorized.
AB854,237 3Section 237. 180.1101 (1) of the statutes is amended to read:
AB854,222,124 180.1101 (1) One or more domestic corporations may merge with or into one
5or more other business constituent entities if the board of directors of each
6corporation, by resolution adopted by each board, approves a plan of merger and, if
7required by s. 180.1103, its shareholders also approve the plan of merger, and

8pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger
9if the merger is permitted under the applicable governing law of the jurisdiction that
10governs
each other business constituent entity that is a party to the merger and each
11such business constituent entity approves the plan of merger in the manner required
12by the laws applicable to the business entity its governing law.
AB854,238 13Section 238. 180.1101 (2) of the statutes is renumbered 180.11012 (1), and
14180.11012 (1) (intro.), (a) and (c), as renumbered, are amended to read:
AB854,222,1615 180.11012 (1) (intro.) The A plan of merger shall set forth must be in a record
16and contain
all of the following:
AB854,222,2017 (a) The As to each constituent entity, its name, form type of business entity, and
18identity of the jurisdiction governing each business entity planning to merge and the
19name, form of business entity, and identity of the jurisdiction of the surviving
20business entity into which each other business entity plans to merge
law.
AB854,223,221 (c) The manner and basis of converting the shares or other interests in each
22business constituent entity that is a party to the merger into shares, interests,
23securities, or obligations, or other securities of the surviving business entity or any
24other business entity or into cash or other property in whole or part
, rights to acquire

1such interests or securities, money, other property, or any combination of the
2foregoing
.
AB854,239 3Section 239. 180.1101 (2m) of the statutes is created to read:
AB854,223,84 180.1101 (2m) One or more other domestic or foreign entities may merge with
5or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031
6to 180.1106 and a plan of merger if the merger is permitted under the governing law
7of each constituent entity and each constituent entity approves the plan of merger
8in the manner required by its governing law.
AB854,240 9Section 240. 180.1101 (3) (intro.) and (b) of the statutes are consolidated,
10renumbered 180.11012 (2) and amended to read:
AB854,223,1311 180.11012 (2) The In addition to the requirements of sub. (1), a plan of merger
12may set forth any of the following: (b) Other provisions contain any other provision
13relating to the merger and not prohibited by law.
AB854,241 14Section 241. 180.1101 (3) (a) of the statutes is repealed.
AB854,242 15Section 242. 180.11012 (title) of the statutes is created to read:
AB854,223,16 16180.11012 (title) Plan of merger.
AB854,243 17Section 243. 180.11012 (1) (d), (e) and (f) of the statutes are created to read:
AB854,223,2018 180.11012 (1) (d) If the surviving entity preexists the merger, any proposed
19amendments to its organizational documents that are to be in a record immediately
20after the merger becomes effective.
AB854,223,2221 (e) If the surviving entity is to be created in the merger, any of its organizational
22documents that are to be in a record immediately after the merger becomes effective.
AB854,223,2423 (f) Any other matters required under the governing law of any constituent
24entity.
AB854,244 25Section 244. 180.1102 (title) of the statutes is amended to read:
AB854,224,1
1180.1102 (title) Share Interest exchange authorized.
AB854,245 2Section 245. 180.1102 (1) of the statutes is amended to read:
AB854,224,123 180.1102 (1) A domestic corporation may acquire all of the outstanding shares
4of one or more classes or series of interests of another business constituent entity if
5the board of directors of each corporation, by resolution adopted by each board,
6approves a plan of share exchange and, if required by s. 180.1103, its shareholders
7also approve the
pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and
8180.1106 and a
plan of share interest exchange, and if the share interest exchange
9is permitted under the applicable governing law of the jurisdiction that governs the
10other business entity and the other business entity approves the plan of
share
11exchange in the manner required by the laws of the jurisdiction that governs the
12other business entity
applicable to the corporation and the acquired entity.
AB854,246 13Section 246 . 180.1102 (1m) of the statutes is created to read:
AB854,224,1814 180.1102 (1m) All of one or more classes or series of interests of a domestic
15corporation may be acquired by another constituent entity pursuant to ss. 180.1102,
16180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the
17interest exchange is permitted under the governing law applicable to the acquiring
18entity and the corporation.
AB854,247 19Section 247. 180.1102 (2) of the statutes is renumbered 180.11021 (1), and
20180.11021 (1) (intro.), (a) and (c), as renumbered, are amended to read:
AB854,224,2221 180.11021 (1) (intro.) The plan of share interest exchange shall set forth must
22be in a record and contain
all of the following:
AB854,224,2523 (a) The As to both the acquiring and the acquired entity, its name, form type
24of business entity, and identity of the jurisdiction governing the business entity
25whose shares will be acquired and the name of the acquiring business entity
law.
AB854,225,5
1(c) The manner and basis of exchanging the shares or other ownership interests
2to be acquired for shares, obligations or other securities of the acquiring or any other
3business or for cash or other property in whole or part
interests, securities, or
4obligations of the surviving entity, rights to acquire such interests or securities,
5money, other property, or any combination of the foregoing
.
AB854,248 6Section 248. 180.1102 (2m) of the statutes is created to read:
AB854,225,117 180.1102 (2m) A domestic or foreign entity may exchange interests with a
8domestic corporation pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and
9180.1106 and a plan of interest exchange if the interest exchange is permitted under
10the governing law of each constituent entity and each constituent entity approves the
11plan of interest exchange in the manner required by its governing law.
AB854,249 12Section 249. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and
13amended to read:
AB854,225,1614 180.11021 (3) The In addition to the requirements of sub. (1), a plan of share
15interest exchange may set forth other provisions contain any other provision relating
16to the exchange and not prohibited by law.
AB854,250 17Section 250. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and
18amended to read:
AB854,225,2119 180.11021 (4) This section does not limit the power of a corporation to acquire
20all or part of the shares interests of one or more classes or series of another
21corporation constituent entity through a voluntary exchange or otherwise.
AB854,251 22Section 251. 180.11021 (title) of the statutes is created to read:
AB854,225,23 23180.11021 (title) Plan of interest exchange.
AB854,252 24Section 252. 180.11021 (1) (d) and (e) of the statutes are created to read:
AB854,226,3
1180.11021 (1) (d) Any proposed amendments to the organizational documents
2of the acquiring or acquired entity that will take effect when the interest exchange
3becomes effective.
AB854,226,54 (e) Any other matters required under the governing law of any constituent
5entity.
AB854,253 6Section 253. 180.1103 (title) of the statutes is repealed.
AB854,254 7Section 254. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and
8amended to read:
AB854,226,149 180.11032 (1) Submit to shareholders. After adopting and approving a plan
10of merger or share interest exchange is approved, the board of directors of each
11domestic corporation that is party to the merger, and the board of directors of the
12domestic corporation whose shares will be acquired in the share interest exchange,
13shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2),
14or share interest exchange for approval by its shareholders.
AB854,255 15Section 255. 180.1103 (2) of the statutes is renumbered 180.11032 (2) and
16amended to read:
AB854,226,2217 180.11032 (2) Meeting notice. The A domestic corporation shall notify each
18shareholder, whether or not entitled to vote, of the proposed shareholders' meeting
19in accordance with s. 180.0705, except that the notice shall be given at least 20 days
20before the meeting date. The notice shall also state that the purpose, or one of the
21purposes, of the meeting is to consider the plan of merger or share interest exchange
22and shall contain or be accompanied by a copy or summary of the plan.
AB854,256 23Section 256. 180.1103 (3) of the statutes is renumbered 180.11032 (3) and
24amended to read:
AB854,227,6
1180.11032 (3) Required vote. Unless this chapter, the articles of incorporation
2or bylaws adopted under authority granted in the articles of incorporation require
3a greater vote or a vote by voting groups, the plan of merger or share interest
4exchange to be authorized shall be approved by each voting group entitled to vote
5separately on the plan by a majority of all the votes entitled to be cast on the plan
6by that voting group.
AB854,257 7Section 257. 180.1103 (4) (intro.) and (a) of the statutes are renumbered
8180.11032 (4) (intro.) and (a).
AB854,258 9Section 258. 180.1103 (4) (b) of the statutes is renumbered 180.11032 (4) (b)
10and amended to read:
AB854,227,1311 180.11032 (4) (b) A plan of share interest exchange by each class or series of
12shares of the domestic corporation included in the exchange, with each class or series
13constituting a separate voting group.
AB854,259 14Section 259. 180.1103 (5) (title) and (a) of the statutes are renumbered
15180.11032 (5) (title) and (a).
AB854,260 16Section 260. 180.1103 (5) (b) of the statutes is renumbered 180.11032 (5) (b)
17and amended to read:
AB854,227,2018 180.11032 (5) (b) Action by the shareholders of the surviving domestic
19corporation on a plan of merger is not required if all of the following conditions are
20satisfied:
AB854,227,2321 1. The articles of incorporation of the surviving domestic corporation will not
22differ, except for amendments enumerated in s. 180.1002, from its articles of
23incorporation before the merger.
AB854,228,224 2. Each shareholder of the surviving domestic corporation whose shares were
25outstanding immediately before the effective date of the merger will hold the same

1number of shares, with identical designations, preferences, limitations and relative
2rights, immediately after.
AB854,228,83 3. The number of voting shares outstanding immediately after the merger, plus
4the number of voting shares issuable as a result of the merger, either by the
5conversion of securities issued pursuant to the merger or the exercise of rights or
6warrants issued pursuant to the merger, will not exceed by more than 20 percent the
7total number of voting shares of the surviving domestic corporation outstanding
8immediately before the merger.
AB854,228,149 4. The number of participating shares outstanding immediately after the
10merger, plus the number of participating shares issuable as a result of the merger,
11either by the conversion of securities issued pursuant to the merger or the exercise
12of rights or warrants issued pursuant to the merger, will not exceed by more than 20
13percent the total number of participating shares of the surviving domestic
14corporation outstanding immediately before the merger.
AB854,261 15Section 261. 180.1103 (6) of the statutes is repealed.
AB854,262 16Section 262. 180.11031 of the statutes is created to read:
AB854,228,21 17180.11031 Approval of merger or interest exchange; amendment;
18abandonment.
(1) Subject to the governing law of each constituent, acquiring, or
19acquired entity, a plan of merger or interest exchange must be approved by a vote or
20consent of the board of directors of each domestic corporation that is a constituent
21entity and, if required by s. 180.11032 (1), its shareholders.
AB854,229,3 22(2) Subject to the governing law of each constituent, acquiring, or acquired
23entity, after a plan of merger or interest exchange is approved, and at any time before
24a merger or interest exchange becomes effective, the constituent entities may amend
25the plan of merger or interest exchange or abandon the merger or interest exchange

1as provided in the plan of merger or interest exchange or, except as otherwise
2provided in the plan of merger or interest exchange, with the same vote or consent
3as was required to approve the plan of merger or interest exchange.
AB854,229,13 4(3) If, after articles of merger or interest exchange have been delivered to the
5department for filing and before the merger or interest exchange becomes effective,
6the plan of merger or interest exchange is amended in a manner that requires an
7amendment to the articles of merger or interest exchange or if the merger or interest
8exchange is abandoned, a statement of amendment or abandonment, signed by a
9constituent entity, must be delivered to the department for filing before the merger
10or interest exchange becomes effective. When the statement of abandonment
11becomes effective, the merger or interest exchange is abandoned and does not become
12effective. The statement of amendment or abandonment must contain all of the
13following:
AB854,229,1414 (a) The name of each constituent entity.
AB854,229,1615 (b) The amendment to or the abandonment of the articles of merger or interest
16exchange.
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