SB566: Bill Text

SB566,305,21 181.1103 (2m) Amending or abandoning plan of merger. Subject to s. 181.1180 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger.

SB566,306,4 (3m) Statement of amendment or abandonment. If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB566,306,5 (a) The name of each constituent entity.

SB566,306,6 (b) The amendment to or the abandonment of the articles of merger.

SB566,306,8 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB566,306,11 (4m) Additional approval of plan of merger. In addition to approval under sub. (1m), a plan of merger must be approved by each constituent entity that is not a domestic corporation in accordance with any requirements of its governing law.

SB566,523 Section 523. 181.1103 (3) of the statutes is renumbered 181.1103 (1m) (d) and amended to read:

SB566,307,2 181.1103 (1m) (d) Notice requirements. If the board seeks to have the plan of merger approved by the members at a membership meeting, the domestic corporation shall give notice, to its members with voting rights, of the proposed membership meeting in accordance with s. 181.0705, except that the notice shall be given at least 20 days before the meeting date. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving domestic corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing domestic corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

SB566,524 Section 524. 181.1103 (4) of the statutes is renumbered 181.1103 (1m) (e) and amended to read:

SB566,307,13 181.1103 (1m) (e) Written consents or ballots. If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving domestic corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing domestic corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

SB566,525 Section 525. 181.1103 (5) of the statutes is renumbered 181.1103 (1m) (f).

SB566,526 Section 526. 181.1103 (6) of the statutes is renumbered 181.1103 (1m) (g).

SB566,527 Section 527. 181.1104 of the statutes is repealed.

SB566,528 Section 528. 181.11045 of the statutes is created to read:

SB566,307,21 181.11045 Filings required for merger; effective date. (1) After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following:

SB566,307,22 (a) The name, type of entity, and governing law of each constituent entity.

SB566,307,24 (b) The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect.

SB566,308,2 (c) A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.

SB566,308,6 (d) 1. If the surviving entity preexists the merger, any amendments to its organizational documents under s. 181.1102 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.

SB566,308,9 2. If the surviving entity is to be created in the merger, any of its organizational documents under s. 181.1102 (1) (e) that are to be in a public record under its governing law.

SB566,308,11 (e) A statement that the plan of merger is on file at the principal office of the surviving entity.

SB566,308,13 (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity.

SB566,308,16 (2) In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.

SB566,308,19 (3) If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so, it shall so register.

SB566,308,20 (4) A merger takes effect at the effective date and time of the articles of merger.

SB566,529 Section 529. 181.1105 of the statutes is repealed.

SB566,530 Section 530. 181.11055 of the statutes is created to read:

SB566,308,24 181.11055 Effect of merger. (1) When a merger becomes effective, all of the following apply:

SB566,309,3 (a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases.

SB566,309,5 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities.

SB566,309,12 2. If, under the governing law of a constituent entity, one or more of the interest holders thereof had interest holder liability prior to the merger with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution or 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.

SB566,309,18 3. If, under the governing law of the surviving entity, one or more of the interest holders thereof will have interest holder liability after the merger with respect to the surviving 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 surviving entity that accrue on or after the merger.

SB566,309,19 4. This paragraph does not affect liability under any taxation laws.

SB566,309,21 (b) The title to all property owned by each constituent entity is vested in the surviving entity without transfer, reversion, or impairment.

SB566,309,23 (c) The surviving entity has all debts, obligations, and other liabilities of each constituent entity.

SB566,310,2 (d) A civil, criminal, or administrative proceeding pending by or against any constituent entity may be continued as if the merger did not occur, or the surviving entity may be substituted in the proceeding for a constituent entity whose existence ceased.

SB566,310,6 (e) 1. If the surviving entity preexists the merger, its organizational documents are amended to the extent, if any, provided in the plan of merger and, to the extent such amendments are to be reflected in a public record, as provided in the articles of merger.

SB566,310,9 2. If the surviving entity is created in the merger, its organizational documents are as provided in the plan of merger and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of merger.

SB566,310,17 (f) The interests of each constituent 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 merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the constituent entity. All other terms and conditions of the merger also take effect.

SB566,310,20 (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.

SB566,310,24 (h) Except as otherwise provided in the articles and plan of merger, if a merging entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the merger does not dissolve the merging entity for the purposes of its governing law.

SB566,311,4 (2) (a) When a merger takes effect, the department is the agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of each domestic constituent entity.

SB566,311,7 (b) When a merger takes effect, any foreign surviving entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation constituent entity.

SB566,311,10 (3) When a merger takes effect, any foreign surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity as provided in s. 181.1510.

SB566,531 Section 531. 181.1106 of the statutes is repealed.

SB566,532 Section 532. 181.1107 of the statutes is repealed.

SB566,533 Section 533. 181.1131 of the statutes is created to read:

SB566,311,18 181.1131 Interest exchange authorized. (1) A domestic corporation may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the corporation and the acquired entity.

SB566,311,22 (2) All of one or more classes or series of interests of a domestic corporation may be acquired by another domestic or foreign entity pursuant to ss. 181.1131 to 181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.

SB566,534 Section 534. 181.1132 of the statutes is created to read:

SB566,311,25 181.1132 Plan of interest exchange. (1) The plan of interest exchange must be in a record and contain all of the following:

SB566,312,2 (a) As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law.

SB566,312,3 (b) The terms and conditions of the interest exchange.

SB566,312,6 (c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

SB566,312,9 (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.

SB566,312,11 (e) Any other matters required under the governing law of the acquired or acquiring entity.

SB566,312,12 (f) A statement whether s. 181.1180 applies to the interest exchange.

SB566,312,15 (2) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.

SB566,535 Section 535. 181.1133 of the statutes is created to read:

SB566,312,20 181.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 181.1180, a plan of interest exchange must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 with respect to each domestic corporation acquired entity.

SB566,313,2 (2) Subject to s. 181.1180 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange.

SB566,313,11 (3) If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB566,313,12 (a) The name of the acquiring and acquired entities.

SB566,313,13 (b) The amendment to or abandonment of the articles of interest exchange.

SB566,313,15 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB566,313,18 (4) In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic corporation in accordance with any requirements of its governing law.

SB566,536 Section 536. 181.1134 of the statutes is created to read:

SB566,313,24 181.1134 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following:

SB566,313,25 (a) The name, type of entity, and governing law of the acquired entity.

SB566,314,1 (b) The name, type of entity, and governing law of the acquiring entity.

SB566,314,3 (c) A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.

SB566,314,6 (d) Any amendments to the organizational documents of the acquired or acquiring entity that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.

SB566,314,8 (e) A statement that the plan of interest exchange is on file at the principal office of the acquiring entity.

SB566,314,10 (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity.

SB566,314,13 (2) In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange.

SB566,314,15 (3) An interest exchange takes effect at the effective date and time of the articles of interest exchange.

SB566,537 Section 537. 181.1135 of the statutes is created to read:

SB566,314,18 181.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply:

SB566,314,25 (a) 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 ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

SB566,315,2 (b) 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.

SB566,315,6 (c) 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.

SB566,315,10 (2) 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.

SB566,315,12 (3) (a) Except as provided in this subsection, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity.

SB566,315,19 (b) 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.

SB566,315,25 (c) 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.

SB566,316,1 (d) This subsection does not affect liability under any taxation laws.

SB566,316,5 (4) (a) When an interest exchange takes effect, the department is the agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacities as such, of each domestic corporation acquired entity.

SB566,316,8 (b) When an interest exchange takes effect, any foreign acquiring entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation acquired entity.

SB566,538 Section 538. 181.1161 (title) of the statutes is amended to read: