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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.
AB566,233,85 (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.
AB566,279 9Section 279. 180.1105 (1) (f) of the statutes is amended to read:
AB566,233,1210 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.
AB566,280 13Section 280. 180.1105 (1) (g) of the statutes is amended to read:
AB566,233,2114 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
.
AB566,281 22Section 281 . 180.1105 (1) (h) of the statutes is repealed.
AB566,282 23Section 282. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and
24amended to read:
AB566,234,6
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
.
AB566,283 7Section 283. 180.1105 (1g) of the statutes is created to read:
AB566,234,118 180.1105 (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.
AB566,284 12Section 284. 180.1105 (2) of the statutes is amended to read:
AB566,234,1413 180.1105 (2) A merger or share interest exchange takes effect upon the effective
14date of the articles of merger or share interest exchange.
AB566,285 15Section 285. 180.1106 (title) of the statutes is amended to read:
AB566,234,16 16180.1106 (title) Effect of merger or share interest exchange.
AB566,286 17Section 286. 180.1106 (1) (intro.) of the statutes is amended to read:
AB566,234,1918 180.1106 (1) (intro.) All of the following occur when When a merger takes effect
19becomes effective, all of the following apply:
AB566,287 20Section 287. 180.1106 (1) (a) of the statutes is amended to read:
AB566,234,2421 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.
AB566,288
1Section 288. 180.1106 (1) (am) 1. of the statutes is renumbered 180.1106 (1)
2(am) 1m. and amended to read:
AB566,235,133 180.1106 (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
.
AB566,289 14Section 289. 180.1106 (1) (am) 1g. of the statutes is created to read:
AB566,235,1615 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.
AB566,290 17Section 290. 180.1106 (1) (am) 2. of the statutes is amended to read:
AB566,236,518 180.1106 (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.
AB566,291 6Section 291. 180.1106 (1) (b) of the statutes is amended to read:
AB566,236,97 180.1106 (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.
AB566,292 10Section 292. 180.1106 (1) (c) of the statutes is amended to read:
AB566,236,1211 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.
AB566,293 13Section 293. 180.1106 (1) (d) of the statutes is amended to read:
AB566,236,1814 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.
AB566,294 19Section 294. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1.
20and amended to read:
AB566,237,221 180.1106 (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
.
AB566,295 3Section 295. 180.1106 (1) (e) 2. of the statutes is created to read:
AB566,237,74 180.1106 (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.
AB566,296 8Section 296. 180.1106 (1) (f) of the statutes is amended to read:
AB566,237,209 180.1106 (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
.
AB566,297 21Section 297. 180.1106 (1) (g) of the statutes is created to read:
AB566,237,2422 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.
AB566,298 25Section 298. 180.1106 (1m) of the statutes is created to read:
AB566,238,2
1180.1106 (1m) When an interest exchange becomes effective, all of the
2following apply:
AB566,238,93 (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.
AB566,238,1110 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.
AB566,238,1512 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.
AB566,238,1916 (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.
AB566,238,2120 (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.
AB566,239,322 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.
AB566,239,94 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.
AB566,239,1010 4. This paragraph does not affect liability under any taxation laws.
AB566,299 11Section 299. 180.1106 (2) of the statutes is amended to read:
AB566,239,1612 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.
AB566,300 17Section 300. 180.1106 (3) of the statutes is amended to read:
AB566,239,2418 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
.
AB566,240,9
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
.
AB566,301 10Section 301. 180.1130 (2) (a) of the statutes is amended to read:
AB566,240,1411 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.
AB566,302 15Section 302. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
AB566,240,2116 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:
AB566,303 22Section 303. 180.1130 (3) (a) 2. of the statutes is amended to read:
AB566,241,223 180.1130 (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.
AB566,304 3Section 304. 180.1140 (4) (a) (intro.) of the statutes is amended to read:
AB566,241,64 180.1140 (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:
AB566,305 7Section 305. 180.1140 (4) (a) 2. of the statutes is amended to read:
AB566,241,108 180.1140 (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.
AB566,306 11Section 306. 180.1140 (4) (e) 3. of the statutes is amended to read:
AB566,241,1312 180.1140 (4) (e) 3. A merger or share interest exchange of the resident domestic
13corporation with a subsidiary of the resident domestic corporation.
AB566,307 14Section 307. 180.1150 (3) (e) of the statutes is amended to read:
AB566,241,1715 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.
AB566,308 18Section 308 . 180.1150 (4) (f) of the statutes is amended to read:
AB566,242,619 180.1150 (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.
AB566,309 7Section 309. 180.1161 (1) of the statutes is amended to read:
AB566,242,138 180.1161 (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.
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