AB854,233,4
1180.1105
(1) (em) In the case of a merger, if the surviving entity is to be created
2in the merger, any of its organizational documents under s. 180.11012 (1) (d) that are
3to be in a public record under its governing law or, if there are no such amendments,
4a statement to that effect.
AB854,233,85
(er) In the case of an interest exchange, any amendments to the organizational
6documents of the acquired or acquiring entity under s. 180.11021 (1) (a) to (e) that
7are to be in a public record under their respective governing laws or, if there are no
8such amendments, a statement to that effect.
AB854,277
9Section
277. 180.1105 (1) (f) of the statutes is amended to read:
AB854,233,1210
180.1105
(1) (f) A statement that the executed plan of merger or
share interest 11exchange is on file at the principal place of business of the surviving or acquiring
12corporation entity.
AB854,278
13Section
278. 180.1105 (1) (g) of the statutes is amended to read:
AB854,233,2114
180.1105
(1) (g) A statement that
upon request the surviving or acquiring
15corporation entity will provide a copy of the plan of merger or
share interest 16exchange
, upon request and without cost, to any
shareholder of a corporation that
17was a party to the merger or share exchange or, upon payment to the surviving or
18acquiring corporation of an amount equal to the cost of producing the copy, to any
19other interested person
that, in the case of a merger, is an interest holder of a
20constituent entity or, in the case of an interest exchange, was an interest holder of
21the acquired entity immediately prior to the interest exchange.
AB854,279
22Section 279
. 180.1105 (1) (h) of the statutes is repealed.
AB854,280
23Section
280. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and
24amended to read:
AB854,234,6
1180.1105
(1m) Other
In addition to the requirements of sub. (1), articles of
2merger or interest exchange may contain any other provisions relating to the merger
3or interest exchange, as determined by the
surviving business entity constituent
4entities in accordance with the plan of merger, in the case of a merger, or the
5acquiring entity in accordance with the plan of interest exchange, in the case of an
6interest exchange.
AB854,281
7Section
281. 180.1105 (1g) of the statutes is created to read:
AB854,234,118
180.1105
(1g) In the case of a merger, if the surviving entity is a foreign entity
9that will be required to obtain authorization to transact business in this state
10immediately after the merger and it has not previously been authorized to do so, it
11shall obtain such authorization.
AB854,282
12Section
282. 180.1105 (2) of the statutes is amended to read:
AB854,234,1413
180.1105
(2) A merger or
share
interest exchange takes effect upon the effective
14date of the articles of merger or
share interest exchange.
AB854,283
15Section
283. 180.1106 (title) of the statutes is amended to read:
AB854,234,16
16180.1106 (title)
Effect of merger or share interest exchange.
AB854,284
17Section
284. 180.1106 (1) (intro.) of the statutes is amended to read:
AB854,234,1918
180.1106
(1) (intro.)
All of the following occur when When a merger
takes effect 19becomes effective, all of the following apply:
AB854,285
20Section
285. 180.1106 (1) (a) of the statutes is amended to read:
AB854,234,2421
180.1106
(1) (a)
Every other business Each merging entity
that is party to the
22merger merges into the surviving
business entity, and the separate existence of every
23business constituent entity that is a party to the merger, except the surviving
24business entity, ceases.
AB854,286
1Section
286. 180.1106 (1) (am) 1. of the statutes is renumbered 180.1106 (1)
2(am) 1m. and amended to read:
AB854,235,133
180.1106
(1) (am) 1m. If, under the
laws applicable to a business governing law
4of the constituent entity
that is a party to the merger, one or more of the
owners 5thereof is liable for the debts and obligations of such business entity, such owner or
6owners shall continue to be liable for the debts and obligations of the business entity,
7but only for such debts and obligations interest holders thereof had interest holder
8liability prior to the merger with respect to the entity, such interest holder or holders
9shall continue to have such liability and any associated contribution or other rights
10to the extent provided in such governing law with respect to debts, obligations, and
11other liabilities of the entity that accrued during the period or periods in which such
12laws are applicable to such owner or owners
interest holder or holders had such
13interest holder liability.
AB854,287
14Section
287. 180.1106 (1) (am) 1g. of the statutes is created to read:
AB854,235,1615
180.1106
(1) (am) 1g. Except as provided in this paragraph, no interest holder
16shall have interest holder liability with respect to any of the constituent entities.
AB854,288
17Section
288. 180.1106 (1) (am) 2. of the statutes is amended to read:
AB854,236,518
180.1106
(1) (am) 2. If, under the
laws applicable to governing law of the
19surviving
business entity, one or more of the
owners thereof is liable for the debts and
20obligations of such business entity, the owner or owners of a business entity that is
21party to the merger, other than the surviving business entity, who become subject to
22such laws shall be liable for the debts and obligations of the surviving business entity 23interest holders thereof will have interest holder liability after the merger with
24respect to the surviving entity, such interest holder or holders will have such liability
25and any associated contribution and other rights to the extent provided in such
laws,
1but only for such governing law with respect to the debts
and, obligations
accrued,
2and other liabilities of the surviving entity that accrue after the merger.
The owner
3or owners of the surviving business entity prior to the merger shall continue to be
4liable for the debts and obligations of the surviving business entity to the extent
5provided in subd. 1.
AB854,289
6Section
289. 180.1106 (1) (b) of the statutes is amended to read:
AB854,236,97
180.1106
(1) (b) The title to all property owned by each
business constituent 8entity
that is party to the merger is vested in the surviving
business entity without
9transfer, reversion
, or impairment.
AB854,290
10Section
290. 180.1106 (1) (c) of the statutes is amended to read:
AB854,236,1211
180.1106
(1) (c) The surviving business entity has all
debts, obligations, and
12other liabilities of each
business constituent entity
that is party to the merger.
AB854,291
13Section
291. 180.1106 (1) (d) of the statutes is amended to read:
AB854,236,1814
180.1106
(1) (d) A civil, criminal, administrative, or investigatory proceeding
15pending by or against any
business constituent entity
that is a party to the merger 16may be continued as if the merger did not occur, or the surviving
business entity may
17be substituted in the proceeding for the
business
constituent entity whose existence
18ceased.
AB854,292
19Section
292. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1.
20and amended to read:
AB854,237,221
180.1106
(1) (e) 1.
The articles of incorporation, articles of organization,
22certificate of limited partnership, or other similar governing document, whichever
23is applicable, of the surviving business entity shall be If the surviving entity
24preexists the merger, its organizational documents are amended to the extent
, if any,
1provided in the plan of merger
and, to the extent such amendments are to be reflected
2in a public record, as provided in the articles of merger.
AB854,293
3Section
293. 180.1106 (1) (e) 2. of the statutes is created to read:
AB854,237,74
180.1106
(1) (e) 2. If the surviving entity is created in the merger, its
5organizational documents are as provided in the plan of merger and, to the extent
6such organizational documents are to be reflected in a public record, as provided in
7the articles of merger.
AB854,294
8Section
294. 180.1106 (1) (f) of the statutes is amended to read:
AB854,237,209
180.1106
(1) (f) The
shares or other interests of each
business constituent 10entity
that is party to the merger that are to be converted into
shares, interests,
11obligations, or other securities
, or other obligations of the surviving
business entity
12or any other business entity or into cash or, rights to acquire such interests or
13securities, money, other property
, or any combination of the foregoing, are converted
,
14and the former holders of the shares or interests are entitled only to the rights as 15provided in the
articles plan of merger
, and the former interest holders of the
16interests are entitled only to the rights provided to them in the plan of merger or to
17their rights
, if any, under
s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331
, or s.
18181.1180 or 183.1061 or otherwise under the
laws applicable to each business 19governing law of the constituent entity
that is party to the merger. All other terms
20and conditions of the merger also take effect.
AB854,295
21Section
295. 180.1106 (1) (g) of the statutes is created to read:
AB854,237,2422
180.1106
(1) (g) Except as prohibited by other law or as otherwise provided in
23the articles and plan of merger, all of the rights, privileges, immunities, powers, and
24purposes of each constituent entity vest in the surviving entity.
AB854,296
25Section
296. 180.1106 (1m) of the statutes is created to read:
AB854,238,2
1180.1106
(1m) When an interest exchange becomes effective, all of the
2following apply:
AB854,238,93
(a) 1. The interests in the acquired entity which are the subject of the interest
4exchange are exchanged as provided in the plan of interest exchange, and the former
5interest holders of those interests are entitled only to the rights provided to them
6under the plan of interest exchange or to their rights, if any, under s. 178.1161 or
7179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the
8governing law of the acquired entity. All other terms and conditions of the interest
9exchange also take effect.
AB854,238,1110
2. The acquiring entity becomes the interest holder of the interests which are
11the subject of the interest exchange as provided in the plan of interest exchange.
AB854,238,1512
3. The provisions of the organizational documents of the acquiring and
13acquired entity are amended to the extent, if any, provided in the plan of interest
14exchange and to the extent such amendments are to be reflected in a public record,
15as provided in the articles of interest exchange.
AB854,238,1916
(b) Except as otherwise provided in the articles and plan of interest exchange,
17if the acquired entity is a domestic or foreign partnership, limited liability company,
18or other organization subject to dissolution under its governing law, the interest
19exchange does not dissolve the acquired entity.
AB854,238,2120
(c) 1. Except as provided in this paragraph, no interest holder shall have
21interest holder liability with respect to either the acquiring or acquired entity.
AB854,239,322
2. If, under the governing law of either entity, one or more of the interest holders
23thereof had interest holder liability prior to the interest exchange with respect to the
24entity, such interest holder or holders shall continue to have such liability and any
25associated contribution and other rights to the extent provided in such governing law
1with respect to debts, obligations, and other liabilities of the entity that accrued
2during the period or periods in which such interest holder or holders had such
3interest holder liability.
AB854,239,94
3. If, under the governing law of either entity, one or more of the interest holders
5thereof will have interest holder liability after the interest exchange with respect to
6the entity, such interest holder or holders shall have such liability and any associated
7contribution and other rights to the extent provided in such governing law with
8respect to the debts, obligations, and other liabilities of the entity that accrue on or
9after the interest exchange.
AB854,239,1010
4. This paragraph does not affect liability under any taxation laws.
AB854,297
11Section
297. 180.1106 (2) of the statutes is amended to read:
AB854,239,1612
180.1106
(2) When
a share
an interest exchange takes effect, the
shares 13interests of each acquired
corporation constituent entity are exchanged as provided
14in the plan
of interest exchange, and the former holders of the
shares interests are
15entitled only to the exchange rights provided in the articles of
share interest 16exchange or to their rights under ss. 180.1301 to 180.1331.
AB854,298
17Section
298. 180.1106 (3) of the statutes is amended to read:
AB854,239,2418
180.1106
(3) (a) When a merger or
share interest exchange
under this section 19takes effect, the department is
the an agent of any
foreign surviving
foreign business 20entity of a merger or any acquiring foreign
business entity in
a share an interest 21exchange, for service of process in a proceeding to enforce any obligation or the rights
22of
dissenting shareholders or other owners
interest holders, in their capacity as such, 23of each domestic
business constituent entity
that is a party to the merger or share
24exchange.
AB854,240,9
1(b) When a merger or
share interest exchange
under this section takes effect,
2any
foreign surviving
foreign business entity of a merger or any acquiring foreign
3business constituent entity in
a share an interest exchange shall
promptly pay to the
4dissenting shareholders of timely honor the rights and obligations of interest holders
5under this chapter with respect to each domestic
corporation or dissenting owners
6of each other domestic business entity that is a party to the merger or share exchange
7the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under
8any law applicable to such other domestic business constituent or acquired entity
, as
9applicable.
AB854,299
10Section
299. 180.1130 (2) (a) of the statutes is amended to read:
AB854,240,1411
180.1130
(2) (a) The existence of an agreement by or on behalf of the person and
12by or on behalf of a record or beneficial owner of securities under which the owner
13agrees to vote the securities in favor of a proposed merger,
share interest exchange
14or sale, lease, exchange or other disposition of assets.
AB854,300
15Section
300. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
AB854,240,2116
180.1130
(3) (a) (intro.) Unless the merger or
share interest exchange is subject
17to s. 180.1104 or s. 180.11045, does not alter the contract rights of the shares as set
18forth in the articles of incorporation or does not change or convert in whole or in part
19the outstanding shares of the resident domestic corporation, a merger or
share 20interest exchange of the resident domestic corporation or a subsidiary of the resident
21domestic corporation with any of the following:
AB854,301
22Section
301. 180.1130 (3) (a) 2. of the statutes is amended to read:
AB854,241,223
180.1130
(3) (a) 2. Any other corporation, whether or not itself a significant
24shareholder, which is, or after the merger or
share
interest exchange would be, an
1affiliate of a significant shareholder that was a significant shareholder before the
2transaction.
AB854,302
3Section
302. 180.1140 (4) (a) (intro.) of the statutes is amended to read:
AB854,241,64
180.1140
(4) (a) (intro.) A merger, including a merger under s. 180.1104, or
5share interest exchange of the resident domestic corporation or any subsidiary of the
6resident domestic corporation with any of the following:
AB854,303
7Section
303. 180.1140 (4) (a) 2. of the statutes is amended to read:
AB854,241,108
180.1140
(4) (a) 2. A corporation, whether or not it is an interested stockholder,
9which is, or after a merger or
share interest exchange would be, an affiliate or
10associate of an interested stockholder.
AB854,304
11Section
304. 180.1140 (4) (e) 3. of the statutes is amended to read:
AB854,241,1312
180.1140
(4) (e) 3. A merger or
share interest exchange of the resident domestic
13corporation with a subsidiary of the resident domestic corporation.
AB854,305
14Section
305. 180.1150 (3) (e) of the statutes is amended to read:
AB854,241,1715
180.1150
(3) (e) Shares acquired under
s. ss. 180.1101
, 180.1102, or 180.1104 16to 180.1106 if the resident domestic corporation is a party to the merger or
share 17interest exchange.
AB854,306
18Section 306
. 180.1150 (4) (f) of the statutes is amended to read:
AB854,242,619
180.1150
(4) (f) If shares representing in excess of 20 percent of the voting
20power were acquired or are proposed to be acquired for the purpose of gaining control
21of the resident domestic corporation, the terms of the proposed acquisition, including
22but not limited to the source of funds or other consideration and the material terms
23of the financial arrangements for the acquisition, any plans or proposals of the
24person to liquidate the resident domestic corporation, to sell all or substantially all
25of its assets, or merge it or exchange its
shares
interests with any other person, to
1change the location of its principal office or of a material portion of its business
2activities, to change materially its management or policies of employment, to alter
3materially its relationship with suppliers or customers or the communities in which
4it operates, or make any other material change in its business, corporate structure,
5management or personnel, and such other material information as would affect the
6decision of a shareholder with respect to voting on the resolution.
AB854,307
7Section
307. 180.1161 (1) of the statutes is amended to read:
AB854,242,138
180.1161
(1) (a) A domestic corporation may convert to another
form type of
9business domestic entity
if it satisfies the requirements under this section and, or to
10any type of foreign entity, pursuant to this section and a plan of conversion if the
11conversion is permitted under the
applicable
governing law of the
jurisdiction that
12governs the organization of the business entity into which the domestic corporation
13is converting
entity and the governing law that is to apply to the converted entity.
AB854,242,1914
(b) In addition to satisfying any applicable
legal requirements of the
15jurisdiction that governs the organization of the business entity into which the
16domestic corporation is governing law of the converting
entity and that relate to the
17submission and approval of a plan of conversion, the domestic corporation shall
18comply with the procedures that govern a plan of merger under
s. 180.1103 ss.
19180.11031 and 180.11032 for the submission and approval of a plan of conversion.
AB854,308
20Section
308. 180.1161 (2) of the statutes is amended to read:
AB854,243,221
180.1161
(2) (a) A
business
foreign or domestic entity
, other than a domestic
22corporation
, may convert to a domestic corporation
if it satisfies the requirements
23under this section and pursuant to this section and a plan of conversion if the
24conversion is permitted under the
applicable
governing law of the
jurisdiction that
1governs the business converting entity
and the converted entity will satisfy the
2definition of a corporation under this chapter immediately after the conversion.
AB854,243,53
(b)
A business An entity converting into a domestic corporation shall comply
4with the procedures that govern the submission and approval of a plan of conversion
5of the
jurisdiction that governs the business
governing law of such entity.
AB854,309
6Section
309. 180.1161 (3) (intro.), (a), (b), (d) and (e) of the statutes are
7amended to read:
AB854,243,98
180.1161
(3) (intro.) A plan of conversion
shall set forth must be in a record and
9contain all of the following:
AB854,243,1110
(a) The name,
form type of
business entity, and
the identity of the jurisdiction 11governing
the business law of the converting entity
that is to be converted.
AB854,243,1312
(b) The name,
form type of
business entity, and
the identity of the jurisdiction
13that will govern the business governing law of the converted entity
after conversion.
AB854,243,1814
(d) The manner and basis of converting the
shares or other ownership interests
,
15securities, or obligations of the
business
converting entity
that is to be converted into
16the shares or other ownership interests
, securities, or obligations of the
new form of
17business converted entity
, rights to acquire such interests or securities, money, other
18property, or any combination of the foregoing.
AB854,243,2119
(e) The effective date and time of the conversion, if the conversion is to be
20effective other than at the close of business on the date of filing the
certificate articles 21of conversion, as provided under s. 180.0123.
AB854,310
22Section
310. 180.1161 (3) (f) and (g) of the statutes are repealed and recreated
23to read:
AB854,243,2524
180.1161
(3) (f) The organizational documents of the converted entity that are
25to be in a record immediately after the conversion becomes effective.
AB854,244,1
1(g) Any other matters required by the governing law of the converting entity.
AB854,311
2Section
311. 180.1161 (3m) of the statutes is created to read:
AB854,244,43
180.1161
(3m) In addition to the requirements of sub. (3), a plan of conversion
4may contain any other provision relating to the conversion and not prohibited by law.
AB854,312
5Section
312. 180.1161 (4) (intro.) and (a) 1. of the statutes are amended to
6read:
AB854,244,87
180.1161
(4) (intro.) When a conversion is effective, all of the following
shall
8occur apply: