AB854: Bill Text

AB854,237,24 180.1106 (1) (g) Except as prohibited by other law or as otherwise provided in the articles and plan of merger, all of the rights, privileges, immunities, powers, and purposes of each constituent entity vest in the surviving entity.

AB854,296 Section 296. 180.1106 (1m) of the statutes is created to read:

AB854,238,2 180.1106 (1m) When an interest exchange becomes effective, all of the following apply:

AB854,238,9 (a) 1. The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

AB854,238,11 2. The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange.

AB854,238,15 3. The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such amendments are to be reflected in a public record, as provided in the articles of interest exchange.

AB854,238,19 (b) Except as otherwise provided in the articles and plan of interest exchange, if the acquired entity is a domestic or foreign partnership, limited liability company, or other organization subject to dissolution under its governing law, the interest exchange does not dissolve the acquired entity.

AB854,238,21 (c) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity.

AB854,239,3 2. If, under the governing law of either entity, one or more of the interest holders thereof had interest holder liability prior to the interest exchange with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

AB854,239,9 3. If, under the governing law of either entity, one or more of the interest holders thereof will have interest holder liability after the interest exchange with respect to the entity, such interest holder or holders shall have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the entity that accrue on or after the interest exchange.

AB854,239,10 4. This paragraph does not affect liability under any taxation laws.

AB854,297 Section 297. 180.1106 (2) of the statutes is amended to read:

AB854,239,16 180.1106 (2) When a share an interest exchange takes effect, the shares interests of each acquired corporation constituent entity are exchanged as provided in the plan of interest exchange, and the former holders of the shares interests are entitled only to the exchange rights provided in the articles of share interest exchange or to their rights under ss. 180.1301 to 180.1331.

AB854,298 Section 298. 180.1106 (3) of the statutes is amended to read:

AB854,239,24 180.1106 (3) (a) When a merger or share interest exchange under this section takes effect, the department is the an agent of any foreign surviving foreign business entity of a merger or any acquiring foreign business entity in a share an interest exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other owners interest holders, in their capacity as such, of each domestic business constituent entity that is a party to the merger or share exchange.

AB854,240,9 (b) When a merger or share interest exchange under this section takes effect, any foreign surviving foreign business entity of a merger or any acquiring foreign business constituent entity in a share an interest exchange shall promptly pay to the dissenting shareholders of timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger or share exchange the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to such other domestic business constituent or acquired entity, as applicable.

AB854,299 Section 299. 180.1130 (2) (a) of the statutes is amended to read:

AB854,240,14 180.1130 (2) (a) The existence of an agreement by or on behalf of the person and by or on behalf of a record or beneficial owner of securities under which the owner agrees to vote the securities in favor of a proposed merger, share interest exchange or sale, lease, exchange or other disposition of assets.

AB854,300 Section 300. 180.1130 (3) (a) (intro.) of the statutes is amended to read:

AB854,240,21 180.1130 (3) (a) (intro.) Unless the merger or share interest exchange is subject to s. 180.1104 or s. 180.11045, does not alter the contract rights of the shares as set forth in the articles of incorporation or does not change or convert in whole or in part the outstanding shares of the resident domestic corporation, a merger or share interest exchange of the resident domestic corporation or a subsidiary of the resident domestic corporation with any of the following:

AB854,301 Section 301. 180.1130 (3) (a) 2. of the statutes is amended to read:

AB854,241,2 180.1130 (3) (a) 2. Any other corporation, whether or not itself a significant shareholder, which is, or after the merger or share interest exchange would be, an affiliate of a significant shareholder that was a significant shareholder before the transaction.

AB854,302 Section 302. 180.1140 (4) (a) (intro.) of the statutes is amended to read:

AB854,241,6 180.1140 (4) (a) (intro.) A merger, including a merger under s. 180.1104, or share interest exchange of the resident domestic corporation or any subsidiary of the resident domestic corporation with any of the following:

AB854,303 Section 303. 180.1140 (4) (a) 2. of the statutes is amended to read:

AB854,241,10 180.1140 (4) (a) 2. A corporation, whether or not it is an interested stockholder, which is, or after a merger or share interest exchange would be, an affiliate or associate of an interested stockholder.

AB854,304 Section 304. 180.1140 (4) (e) 3. of the statutes is amended to read:

AB854,241,13 180.1140 (4) (e) 3. A merger or share interest exchange of the resident domestic corporation with a subsidiary of the resident domestic corporation.

AB854,305 Section 305. 180.1150 (3) (e) of the statutes is amended to read:

AB854,241,17 180.1150 (3) (e) Shares acquired under s. ss. 180.1101, 180.1102, or 180.1104 to 180.1106 if the resident domestic corporation is a party to the merger or share interest exchange.

AB854,306 Section 306 . 180.1150 (4) (f) of the statutes is amended to read:

AB854,242,6 180.1150 (4) (f) If shares representing in excess of 20 percent of the voting power were acquired or are proposed to be acquired for the purpose of gaining control of the resident domestic corporation, the terms of the proposed acquisition, including but not limited to the source of funds or other consideration and the material terms of the financial arrangements for the acquisition, any plans or proposals of the person to liquidate the resident domestic corporation, to sell all or substantially all of its assets, or merge it or exchange its shares interests with any other person, to change the location of its principal office or of a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relationship with suppliers or customers or the communities in which it operates, or make any other material change in its business, corporate structure, management or personnel, and such other material information as would affect the decision of a shareholder with respect to voting on the resolution.

AB854,307 Section 307. 180.1161 (1) of the statutes is amended to read:

AB854,242,13 180.1161 (1) (a) A domestic corporation may convert to another form type of business domestic entity if it satisfies the requirements under this section and, or to any type of foreign entity, pursuant to this section and a plan of conversion if the conversion is permitted under the applicable governing law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting entity and the governing law that is to apply to the converted entity.

AB854,242,19 (b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is governing law of the converting entity and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 180.1103 ss. 180.11031 and 180.11032 for the submission and approval of a plan of conversion.

AB854,308 Section 308. 180.1161 (2) of the statutes is amended to read:

AB854,243,2 180.1161 (2) (a) A business foreign or domestic entity, other than a domestic corporation, may convert to a domestic corporation if it satisfies the requirements under this section and pursuant to this section and a plan of conversion if the conversion is permitted under the applicable governing law of the jurisdiction that governs the business converting entity and the converted entity will satisfy the definition of a corporation under this chapter immediately after the conversion.

AB854,243,5 (b) A business An entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business governing law of such entity.

AB854,309 Section 309. 180.1161 (3) (intro.), (a), (b), (d) and (e) of the statutes are amended to read:

AB854,243,9 180.1161 (3) (intro.) A plan of conversion shall set forth must be in a record and contain all of the following:

AB854,243,11 (a) The name, form type of business entity, and the identity of the jurisdiction governing the business law of the converting entity that is to be converted.

AB854,243,13 (b) The name, form type of business entity, and the identity of the jurisdiction that will govern the business governing law of the converted entity after conversion.

AB854,243,18 (d) The manner and basis of converting the shares or other ownership interests, securities, or obligations of the business converting entity that is to be converted into the shares or other ownership interests, securities, or obligations of the new form of business converted entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

AB854,243,21 (e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate articles of conversion, as provided under s. 180.0123.

AB854,310 Section 310. 180.1161 (3) (f) and (g) of the statutes are repealed and recreated to read:

AB854,243,25 180.1161 (3) (f) The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.

AB854,244,1 (g) Any other matters required by the governing law of the converting entity.

AB854,311 Section 311. 180.1161 (3m) of the statutes is created to read:

AB854,244,4 180.1161 (3m) In addition to the requirements of sub. (3), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.

AB854,312 Section 312. 180.1161 (4) (intro.) and (a) 1. of the statutes are amended to read:

AB854,244,8 180.1161 (4) (intro.) When a conversion is effective, all of the following shall occur apply:

AB854,244,16 (a) 1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business The converting entity that was continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity is no longer subject to the applicable governing law of the jurisdiction that governed the organization of the prior form of business entity that applied prior to the conversion and is subject to the applicable governing law of the jurisdiction that governs the new form of business converted entity.

AB854,313 Section 313. 180.1161 (4) (a) 2. of the statutes is repealed and recreated to read:

AB854,244,20 180.1161 (4) (a) 2. a. Except as provided in this subdivision, no interest holder shall have interest holder liability with respect to the converting or converted entity.

AB854,245,2 b. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

AB854,245,8 c. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converted entity that accrue after the conversion.

AB854,245,9 d. This subdivision does not affect liability under any taxation laws.

AB854,314 Section 314. 180.1161 (4) (b), (c) and (d) of the statutes are amended to read:

AB854,245,13 180.1161 (4) (b) The business converted entity continues to have has all debts, obligations, and other liabilities of the business converting entity that was converted.

AB854,245,16 (c) The business entity continues to be vested with title to all property owned by the business converting entity that was is vested in the converted entity without transfer, reversion, or impairment.

AB854,245,21 (d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, organizational documents of the business converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

AB854,315 Section 315 . 180.1161 (4) (f), (g) and (h) of the statutes are created to read:

AB854,246,5 180.1161 (4) (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, or 183.1061 or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

AB854,246,8 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

AB854,246,12 (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

AB854,316 Section 316 . 180.1161 (5) (intro.) of the statutes is renumbered 180.1161 (5) (am) (intro.) and amended to read:

AB854,246,19 180.1161 (5) (am) (intro.) After the converting entity has approved a plan of conversion is submitted and approved, the business entity that is to be converted in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing a certificate articles of conversion that includes include all of the following:

AB854,317 Section 317 . 180.1161 (5) (a), (b) and (c) of the statutes are repealed.

AB854,318 Section 318 . 180.1161 (5) (am) 1., 2., 3., 4., 5. and 6., (bm) and (cm) of the statutes are created to read:

AB854,246,24 180.1161 (5) (am) 1. The name, type of entity, and governing law of the converting entity.

AB854,246,25 2. The name, type of entity, and governing law of the converted entity.

AB854,247,2 3. A statement that the plan of conversion was approved and approved in accordance with its governing law.

AB854,247,4 4. Any organizational documents of the converted entity that are to be in a public record under its governing law.

AB854,247,6 5. A statement that the plan of conversion is on file at the principal office of the converted entity.

AB854,247,8 6. A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity.

AB854,247,11 (bm) In addition to the requirements of par. (am), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.

AB854,247,13 (cm) A conversion takes effect at the effective date and time of the articles of conversion.

AB854,319 Section 319. 180.1161 (6) of the statutes is amended to read:

AB854,247,19 180.1161 (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business the converting entity that is converted may be continued by or against the business entity after the effective date of conversion as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

AB854,320 Section 320 . 180.1161 (7) of the statutes is created to read:

AB854,247,24 180.1161 (7) (a) When a conversion takes effect, the department is an agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of any converting entity.

AB854,248,3 (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders, in their capacity as such, under this chapter with respect to any converting entity.

AB854,321 Section 321 . 180.1161 (8) of the statutes is created to read:

AB854,248,11 180.1161 (8) When a conversion takes effect, any foreign converted entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic converting entity in the manner provided in s. 180.0504 or 180.1510, as applicable, except that references to the department in each section shall be treated as references to the appropriate authority under the foreign converted entity's governing law for purposes of applying this provision.

AB854,322 Section 322. 180.1171 of the statutes is created to read:

AB854,248,20 180.1171 Domestication authorized. A domestic corporation may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic corporation, and a non-United States entity may domesticate as a domestic corporation subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 180.1171 to 180.1175 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.

AB854,323 Section 323. 180.1172 of the statutes is created to read:

AB854,248,23 180.1172 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

AB854,248,24 (a) The name, type of entity, and governing law of the domesticating entity.