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253. 180.1103 (title) of the statutes is repealed.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.
AB854,257
7Section
257. 180.1103 (4) (intro.) and (a) of the statutes are renumbered
8180.11032 (4) (intro.) and (a).
AB854,258
9Section
258. 180.1103 (4) (b) of the statutes is renumbered 180.11032 (4) (b)
10and amended to read:
AB854,227,1311
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.
AB854,259
14Section
259. 180.1103 (5) (title) and (a) of the statutes are renumbered
15180.11032 (5) (title) and (a).
AB854,260
16Section
260. 180.1103 (5) (b) of the statutes is renumbered 180.11032 (5) (b)
17and amended to read:
AB854,227,2018
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:
AB854,227,2321
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.
AB854,228,224
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.
AB854,228,83
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.
AB854,228,149
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.
AB854,261
15Section
261. 180.1103 (6) of the statutes is repealed.
AB854,262
16Section
262. 180.11031 of the statutes is created to read:
AB854,228,21
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.
AB854,229,3
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.
AB854,229,13
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:
AB854,229,1414
(a) The name of each constituent entity.
AB854,229,1615
(b) The amendment to or the abandonment of the articles of merger or interest
16exchange.
AB854,229,1817
(c) A statement that the amendment or abandonment was approved in
18accordance with this section.
AB854,229,21
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.
AB854,263
22Section
263. 180.11032 (title) of the statutes is created to read:
AB854,229,24
23180.11032 (title)
Approval requirements and procedures applicable to
24domestic corporations in mergers and interest exchanges.
AB854,264
25Section
264. 180.1104 (1) of the statutes is amended to read:
AB854,230,7
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.
AB854,265
8Section
265. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:
AB854,230,109
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:
AB854,230,1411
(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.
AB854,266
15Section
266. 180.1104 (3) of the statutes is amended to read:
AB854,230,1816
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.
AB854,267
19Section
267. 180.1104 (4) of the statutes is amended to read:
AB854,230,2320
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.
AB854,268
24Section
268. 180.11045 (1) (a) of the statutes is amended to read:
AB854,231,4
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.
AB854,269
5Section
269. 180.1105 (title) of the statutes is amended to read:
AB854,231,6
6180.1105 (title)
Articles of merger or share interest exchange.
AB854,270
7Section
270. 180.1105 (1) (intro.) of the statutes is amended to read:
AB854,231,168
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:
AB854,271
17Section
271. 180.1105 (1) (am) of the statutes is amended to read:
AB854,231,2118
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.
AB854,272
22Section
272. 180.1105 (1) (bm) of the statutes is amended to read:
AB854,232,223
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.
AB854,273
3Section
273. 180.1105 (1) (cm) of the statutes is amended to read:
AB854,232,104
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.
AB854,274
11Section
274. 180.1105 (1) (dm) of the statutes is amended to read:
AB854,232,1512
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.
AB854,275
16Section
275. 180.1105 (1) (e) of the statutes is amended to read:
AB854,232,2417
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.
AB854,276
25Section
276. 180.1105 (1) (em) and (er) of the statutes are created to read:
AB854,233,4
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.
AB854,233,85
(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.
AB854,277
9Section
277. 180.1105 (1) (f) of the statutes is amended to read:
AB854,233,1210
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.
AB854,278
13Section
278. 180.1105 (1) (g) of the statutes is amended to read:
AB854,233,2114
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.
AB854,279
22Section 279
. 180.1105 (1) (h) of the statutes is repealed.
AB854,280
23Section
280. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and
24amended to read:
AB854,234,6
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.
AB854,281
7Section
281. 180.1105 (1g) of the statutes is created to read:
AB854,234,118
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.
AB854,282
12Section
282. 180.1105 (2) of the statutes is amended to read:
AB854,234,1413
180.1105
(2) A merger or
share
interest exchange takes effect upon the effective
14date of the articles of merger or
share interest exchange.
AB854,283
15Section
283. 180.1106 (title) of the statutes is amended to read:
AB854,234,16
16180.1106 (title)
Effect of merger or share interest exchange.
AB854,284
17Section
284. 180.1106 (1) (intro.) of the statutes is amended to read:
AB854,234,1918
180.1106
(1) (intro.)
All of the following occur when When a merger
takes effect 19becomes effective, all of the following apply:
AB854,285
20Section
285. 180.1106 (1) (a) of the statutes is amended to read:
AB854,234,2421
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.
AB854,286
1Section
286. 180.1106 (1) (am) 1. of the statutes is renumbered 180.1106 (1)
2(am) 1m. and amended to read:
AB854,235,133
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.
AB854,287
14Section
287. 180.1106 (1) (am) 1g. of the statutes is created to read:
AB854,235,1615
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.
AB854,288
17Section
288. 180.1106 (1) (am) 2. of the statutes is amended to read:
AB854,236,518
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.
AB854,289
6Section
289. 180.1106 (1) (b) of the statutes is amended to read:
AB854,236,97
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.
AB854,290
10Section
290. 180.1106 (1) (c) of the statutes is amended to read:
AB854,236,1211
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.
AB854,291
13Section
291. 180.1106 (1) (d) of the statutes is amended to read:
AB854,236,1814
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.
AB854,292
19Section
292. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1.
20and amended to read:
AB854,237,221
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.
AB854,293
3Section
293. 180.1106 (1) (e) 2. of the statutes is created to read: