AB854,218,1010
(a) A shareholder of a business corporation.
AB854,218,1111
(b) A member of a nonprofit or nonstock corporation.
AB854,218,1212
(c) A general partner of a general partnership.
AB854,218,1313
(d) A general partner of a limited partnership.
AB854,218,1414
(e) A limited partner of a limited partnership.
AB854,218,1515
(f) A member of a limited liability company.
AB854,218,1616
(g) A member or stockholder of a general cooperative association.
AB854,218,1717
(h) A member of a limited cooperative association.
AB854,218,1818
(i) A member of an unincorporated association.
AB854,218,2019
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or
20common-law business trust.
AB854,218,2121
(k) Any other direct holder of an interest.
AB854,218,22
22(7) “Interest holder liability" means any of the following:
AB854,218,2423
(a) Personal liability for a debt, obligation, or other liability of an entity which
24is imposed on a person under any of the following circumstances:
AB854,219,2
11. Solely by reason of the status of the person as an interest holder of the entity
2under its governing law.
AB854,219,63
2. Under the organizational documents of the entity in accordance with its
4governing law which make one or more specified interest holders or categories of
5interest holders liable in their capacity as interest holders for all or specified
6liabilities of the entity.
AB854,219,87
(b) An obligation of an interest holder of an entity under its organizational
8documents to contribute to the entity.
AB854,219,9
9(8) “Merger" means a transaction authorized by s. 180.1101.
AB854,219,11
10(9) “Merging entity" means an entity that is a party to a merger and exists
11immediately before the merger becomes effective.
AB854,219,14
12(10) “Non-United States entity" means an entity whose governing law is the
13law of any jurisdiction other than the United States or any state, but does not include
14an entity that has domesticated under the law of any other state.
AB854,219,17
15(11) “Organizational documents" means, with respect to an entity, whether in
16a record or, to the extent permitted under the entity's governing law, other than in
17a record, the following or its equivalent under the entity's governing law:
AB854,219,1918
(a) For a domestic or foreign corporation, whether or not for profit or stock or
19nonstock, its articles of incorporation and bylaws.
AB854,219,2320
(b) For a domestic or foreign partnership, its partnership agreement and, in the
21case of a domestic or foreign limited liability partnership, its statement of
22qualification as a limited liability partnership or foreign limited liability
23partnership.
AB854,219,2524
(c) For a domestic or foreign limited partnership, its certificate of limited
25partnership and partnership agreement.
AB854,220,2
1(d) For a domestic or foreign limited liability company, its certificate or articles
2of organization and operating agreement.
AB854,220,33
(e) For a business trust, its agreement of trust and declaration of trust.
AB854,220,64
(f) For any other entity, the basic records, agreements, or other items that
5create the entity and control its internal governance and the relations among its
6interest holders.
AB854,220,9
7(12) “Plan" means a plan of merger under s. 180.11012, a plan of interest
8exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of
9domestication under s. 180.1172.
AB854,220,11
10(13) “Surviving entity" means the entity that continues in existence after or is
11created by a merger.
AB854,220,12
12(14) “Type of entity" means a generic form of entity that is any of the following:
AB854,220,1313
(a) Recognized at common law.
AB854,220,1414
(b) Recognized under a governing law.
AB854,232
15Section
232. 180.11001 of the statutes is created to read:
AB854,220,18
16180.11001 Relationship of subchapter to other laws. (1) This subchapter
17does not authorize an act prohibited by, and does not affect the application or
18requirements of, law other than this subchapter.
AB854,220,23
19(2) A transaction effected under this subchapter may not create or impair a
20right, duty, or obligation of a person under the law of this state, other than this
21subchapter, relating to a change in control, takeover, business combination,
22control-share acquisition, or similar transaction involving a domestic constituent,
23acquired, or converting entity.
AB854,233
24Section
233. 180.11002 of the statutes is created to read:
AB854,221,8
1180.11002 Existing purpose. (1) Property held for a charitable purpose
2under the law of this state by a domestic or foreign entity immediately before a
3transaction under this subchapter becomes effective may not, as a result of the
4transaction, be diverted from the objects for which it was donated, granted, devised,
5or otherwise transferred. An entity that is or plans to be engaged in a transaction
6covered by this subchapter may apply to the circuit court for a determination
7regarding the transaction's compliance with cy pres or other law dealing with
8nondiversion of charitable assets.
AB854,221,12
9(2) A bequest, devise, gift, grant, or promise contained in a will or other
10instrument of donation, subscription, or conveyance that is made to a merging entity
11which is not the surviving entity and that takes effect or remains payable after the
12merger inures to the surviving entity.
AB854,221,15
13(3) A trust obligation that would govern property if transferred to a
14nonsurviving entity applies to property that is transferred to the surviving entity
15under this section.
AB854,234
16Section
234. 180.11003 of the statutes is created to read:
AB854,221,19
17180.11003 Nonexclusivity. The fact that a transaction under this subchapter
18produces a certain result does not preclude the same result from being accomplished
19in any other manner permitted by law other than this subchapter.
AB854,235
20Section
235. 180.11004 of the statutes is created to read:
AB854,221,25
21180.11004 Reference to external facts. A plan may refer to facts
22ascertainable outside the plan if the manner in which the facts will operate upon the
23plan is specified in the plan. The facts may include the occurrence of an event or a
24determination or action by a person, whether or not the event, determination, or
25action is within the control of a party to the transaction.
AB854,236
1Section
236. 180.1101 (title) of the statutes is amended to read:
AB854,222,2
2180.1101 (title)
Merger authorized.
AB854,237
3Section
237. 180.1101 (1) of the statutes is amended to read:
AB854,222,124
180.1101
(1) One or more
domestic corporations may merge with or into one
5or more other
business constituent entities
if the board of directors of each
6corporation, by resolution adopted by each board, approves a plan of merger and, if
7required by s. 180.1103, its shareholders also approve the plan of merger, and 8pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger 9if the merger is permitted under the
applicable
governing law of
the jurisdiction that
10governs each
other business constituent entity
that is a party to the merger and each
11such business constituent entity approves the plan of merger in the manner required
12by
the laws applicable to the business entity
its governing law.
AB854,238
13Section
238. 180.1101 (2) of the statutes is renumbered 180.11012 (1), and
14180.11012 (1) (intro.), (a) and (c), as renumbered, are amended to read:
AB854,222,1615
180.11012
(1) (intro.)
The
A plan of merger
shall set forth must be in a record
16and contain all of the following:
AB854,222,2017
(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.
AB854,223,221
(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.
AB854,239
3Section
239. 180.1101 (2m) of the statutes is created to read:
AB854,223,84
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.
AB854,240
9Section
240. 180.1101 (3) (intro.) and (b) of the statutes are consolidated,
10renumbered 180.11012 (2) and amended to read:
AB854,223,1311
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.
AB854,241
14Section
241. 180.1101 (3) (a) of the statutes is repealed.
AB854,242
15Section
242. 180.11012 (title) of the statutes is created to read:
AB854,223,16
16180.11012 (title)
Plan of merger.
AB854,243
17Section
243. 180.11012 (1) (d), (e) and (f) of the statutes are created to read:
AB854,223,2018
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.
AB854,223,2221
(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.
AB854,223,2423
(f) Any other matters required under the governing law of any constituent
24entity.
AB854,244
25Section
244. 180.1102 (title) of the statutes is amended to read:
AB854,224,1
1180.1102 (title)
Share Interest exchange authorized.
AB854,245
2Section
245. 180.1102 (1) of the statutes is amended to read:
AB854,224,123
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.
AB854,246
13Section 246
. 180.1102 (1m) of the statutes is created to read:
AB854,224,1814
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.
AB854,247
19Section
247. 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:
AB854,224,2221
180.11021
(1) (intro.) The plan of
share interest exchange
shall set forth must
22be in a record and contain all of the following:
AB854,224,2523
(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.
AB854,225,5
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.
AB854,248
6Section
248. 180.1102 (2m) of the statutes is created to read:
AB854,225,117
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.
AB854,249
12Section
249. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and
13amended to read:
AB854,225,1614
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.
AB854,250
17Section
250. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and
18amended to read:
AB854,225,2119
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.
AB854,251
22Section
251. 180.11021 (title) of the statutes is created to read:
AB854,225,23
23180.11021 (title)
Plan of interest exchange.
AB854,252
24Section
252. 180.11021 (1) (d) and (e) of the statutes are created to read:
AB854,226,3
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.
AB854,226,54
(e) Any other matters required under the governing law of any constituent
5entity.
AB854,253
6Section
253. 180.1103 (title) of the statutes is repealed.
AB854,254
7Section
254. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and
8amended to read:
AB854,226,149
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.
AB854,255
15Section
255. 180.1103 (2) of the statutes is renumbered 180.11032 (2) and
16amended to read:
AB854,226,2217
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.
AB854,256
23Section
256. 180.1103 (3) of the statutes is renumbered 180.11032 (3) and
24amended to read:
AB854,227,6
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.