This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB566,222,2017 (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.
AB566,223,221 (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
.
AB566,241 3Section 241. 180.1101 (2m) of the statutes is created to read:
AB566,223,84 180.1101 (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.
AB566,242 9Section 242. 180.1101 (3) (intro.) and (b) of the statutes are consolidated,
10renumbered 180.11012 (2) and amended to read:
AB566,223,1311 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.
AB566,243 14Section 243. 180.1101 (3) (a) of the statutes is repealed.
AB566,244 15Section 244. 180.11012 (title) of the statutes is created to read:
AB566,223,16 16180.11012 (title) Plan of merger.
AB566,245 17Section 245. 180.11012 (1) (d), (e) and (f) of the statutes are created to read:
AB566,223,2018 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.
AB566,223,2221 (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.
AB566,223,2423 (f) Any other matters required under the governing law of any constituent
24entity.
AB566,246 25Section 246. 180.1102 (title) of the statutes is amended to read:
AB566,224,1
1180.1102 (title) Share Interest exchange authorized .
AB566,247 2Section 247. 180.1102 (1) of the statutes is amended to read:
AB566,224,123 180.1102 (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.
AB566,248 13Section 248 . 180.1102 (1m) of the statutes is created to read:
AB566,224,1814 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.
AB566,249 19Section 249. 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:
AB566,224,2221 180.11021 (1) (intro.) The plan of share interest exchange shall set forth must
22be in a record and contain
all of the following:
AB566,224,2523 (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.
AB566,225,5
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
.
AB566,250 6Section 250. 180.1102 (2m) of the statutes is created to read:
AB566,225,117 180.1102 (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.
AB566,251 12Section 251. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and
13amended to read:
AB566,225,1614 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.
AB566,252 17Section 252. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and
18amended to read:
AB566,225,2119 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.
AB566,253 22Section 253. 180.11021 (title) of the statutes is created to read:
AB566,225,23 23180.11021 (title) Plan of interest exchange.
AB566,254 24Section 254. 180.11021 (1) (d) and (e) of the statutes are created to read:
AB566,226,3
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.
AB566,226,54 (e) Any other matters required under the governing law of any constituent
5entity.
AB566,255 6Section 255. 180.1103 (title) of the statutes is repealed.
AB566,256 7Section 256. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and
8amended to read:
AB566,226,149 180.11032 (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.
AB566,257 15Section 257. 180.1103 (2) of the statutes is renumbered 180.11032 (2) and
16amended to read:
AB566,226,2217 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.
AB566,258 23Section 258. 180.1103 (3) of the statutes is renumbered 180.11032 (3) and
24amended to read:
AB566,227,6
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.
AB566,259 7Section 259. 180.1103 (4) (intro.) and (a) of the statutes are renumbered
8180.11032 (4) (intro.) and (a).
AB566,260 9Section 260. 180.1103 (4) (b) of the statutes is renumbered 180.11032 (4) (b)
10and amended to read:
AB566,227,1311 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.
AB566,261 14Section 261. 180.1103 (5) (title) and (a) of the statutes are renumbered
15180.11032 (5) (title) and (a).
AB566,262 16Section 262. 180.1103 (5) (b) of the statutes is renumbered 180.11032 (5) (b)
17and amended to read:
AB566,227,2018 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:
AB566,227,2321 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.
AB566,228,224 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.
AB566,228,83 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.
AB566,228,149 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.
AB566,263 15Section 263. 180.1103 (6) of the statutes is repealed.
AB566,264 16Section 264. 180.11031 of the statutes is created to read:
AB566,228,21 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.
AB566,229,3 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.
AB566,229,13 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:
AB566,229,1414 (a) The name of each constituent entity.
AB566,229,1615 (b) The amendment to or the abandonment of the articles of merger or interest
16exchange.
AB566,229,1817 (c) A statement that the amendment or abandonment was approved in
18accordance with this section.
AB566,229,21 19(4) In addition to approval under sub. (1), a plan of merger or interest exchange
20must be approved by each constituent entity that is not a domestic partnership in
21accordance with any requirements of its governing law.
AB566,265 22Section 265. 180.11032 (title) of the statutes is created to read:
AB566,229,24 23180.11032 (title) Approval requirements and procedures applicable to
24domestic corporations in mergers and interest exchanges.
AB566,266 25Section 266. 180.1104 (1) of the statutes is amended to read:
AB566,230,7
1180.1104 (1) A domestic parent corporation owning at least 90 percent of the
2outstanding shares of each class of a subsidiary corporation or at least 90 percent of
3the outstanding interests of each class of any other subsidiary business entity may
4merge the subsidiary into the domestic parent or the domestic parent into the
5subsidiary without approval of the shareholders or other owners of the subsidiary
6and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without
7approval of the shareholders of the domestic parent.
AB566,267 8Section 267. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:
AB566,230,109 180.1104 (2) (intro.) The board of directors of the domestic parent corporation
10shall adopt a plan of merger that sets forth all of the following:
AB566,230,1411 (b) The manner and basis of converting the shares or other interests of the
12subsidiary or domestic parent into shares, interests, obligations, or other securities
13of the surviving business entity or any other business entity or into cash or other
14property in whole or part.
AB566,268 15Section 268. 180.1104 (3) of the statutes is amended to read:
AB566,230,1816 180.1104 (3) The domestic parent shall mail a copy or summary of the plan of
17merger to each shareholder or other owner of the merging business entity who does
18not waive the mailing requirement in writing.
AB566,269 19Section 269. 180.1104 (4) of the statutes is amended to read:
AB566,230,2320 180.1104 (4) The domestic parent may not deliver articles of merger to the
21department for filing until at least 10 days after the date on which it mailed a copy
22of the plan of merger to each shareholder or other owner of the merging business
23entity who did not waive the mailing requirement.
AB566,270 24Section 270. 180.11045 (1) (a) of the statutes is amended to read:
AB566,231,4
1180.11045 (1) (a) “Holding company" means a domestic corporation that issues
2shares under sub. (2) (b) and that, during the period beginning with its incorporation
3and ending with the effective time of a merger under this section, was at all times
4a wholly owned subsidiary of the parent corporation that is party to the merger.
AB566,271 5Section 271. 180.1105 (title) of the statutes is amended to read:
AB566,231,6 6180.1105 (title) Articles of merger or share interest exchange.
AB566,272 7Section 272. 180.1105 (1) (intro.) of the statutes is amended to read:
AB566,231,168 180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
9or share interest exchange is has been approved by the shareholders of the
10corporation, or adopted by the board of directors if shareholder approval is not
11required, and by each other business entity that is a party to the merger in the
12manner required by the laws applicable to the business entity, the surviving or
13acquiring business entity
with respect to each constituent entity in accordance with
14its governing law, the constituent entities
shall deliver, or cause to be delivered, to
15the department for filing articles of merger or share interest exchange setting forth
16all of the following:
AB566,273 17Section 273. 180.1105 (1) (am) of the statutes is amended to read:
AB566,231,2118 180.1105 (1) (am) The effective date and time of the merger or share interest
19exchange, if the merger or share interest exchange is to take effect at a time other
20than the close of business on the date of filing the articles of merger, as provided
21under s. 180.0123.
AB566,274 22Section 274. 180.1105 (1) (bm) of the statutes is amended to read:
AB566,232,223 180.1105 (1) (bm) The name and state of incorporation of each corporation that
24is a party to the merger or share exchange
, type of entity, and governing law of each

1constituent entity of the merger, or, if an interest exchange, the name of the acquiring
2and acquired entities
.
AB566,275 3Section 275. 180.1105 (1) (cm) of the statutes is amended to read:
AB566,232,104 180.1105 (1) (cm) A In the case of a merger, a statement that a plan of merger
5or share exchange has been approved and adopted by each corporation that is a party
6to the merger or share exchange as required under s. 180.1103 or 180.1104, as
7applicable
constituent entity in accordance with its governing law, and, in the case
8of an interest exchange, a statement that a plan of interest exchange has been
9approved by the acquired and acquiring entities in accordance with their respective
10governing laws
.
AB566,276 11Section 276. 180.1105 (1) (dm) of the statutes is amended to read:
AB566,232,1512 180.1105 (1) (dm) The In the case of a merger, the name, type of entity, and
13governing law
of the surviving or acquiring corporation entity and, if the surviving
14entity is created by the merger, a statement to that effect, and, in the case of an
15interest exchange, the name, type of entity, and governing law of the acquiring entity
.
AB566,277 16Section 277. 180.1105 (1) (e) of the statutes is amended to read:
AB566,232,2417 180.1105 (1) (e) In the case of a merger, if the surviving entity preexists the
18merger,
any amendments in the articles of incorporation of the surviving corporation
19that are intended by the parties to the merger to take effect upon the merger or, if
20there are no such amendments, a statement that the articles of incorporation of the
21surviving corporation or another corporation that is a party to the merger will be the
22articles of incorporation of the surviving corporation
to its organizational documents
23that are to be in a public record under its governing law immediately after the merger
24becomes effective or, if there are no such amendments, a statement to that effect
.
AB566,278 25Section 278. 180.1105 (1) (em) and (er) of the statutes are created to read:
AB566,233,4
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.
Loading...
Loading...