This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
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.
AB566,242,1914 (b) In addition to satisfying any applicable legal requirements of the
15jurisdiction that governs the organization of the business entity into which the
16domestic corporation is
governing law of the converting entity and that relate to the
17submission and approval of a plan of conversion, the domestic corporation shall
18comply with the procedures that govern a plan of merger under s. 180.1103 ss.
19180.11031 and 180.11032
for the submission and approval of a plan of conversion.
AB566,310 20Section 310. 180.1161 (2) of the statutes is amended to read:
AB566,243,221 180.1161 (2) (a) A business foreign or domestic entity, other than a domestic
22corporation, may convert to a domestic corporation if it satisfies the requirements
23under this section and
pursuant to this section and a plan of conversion if the
24conversion is permitted under the applicable governing law of the jurisdiction that

1governs the business
converting entity and the converted entity will satisfy the
2definition of a corporation under this chapter immediately after the conversion
.
AB566,243,53 (b) A business An entity converting into a domestic corporation shall comply
4with the procedures that govern the submission and approval of a plan of conversion
5of the jurisdiction that governs the business governing law of such entity.
AB566,311 6Section 311. 180.1161 (3) (intro.), (a), (b), (d) and (e) of the statutes are
7amended to read:
AB566,243,98 180.1161 (3) (intro.) A plan of conversion shall set forth must be in a record and
9contain
all of the following:
AB566,243,1110 (a) The name, form type of business entity, and the identity of the jurisdiction
11governing the business law of the converting entity that is to be converted.
AB566,243,1312 (b) The name, form type of business entity, and the identity of the jurisdiction
13that will govern the business
governing law of the converted entity after conversion.
AB566,243,1814 (d) The manner and basis of converting the shares or other ownership interests,
15securities, or obligations
of the business converting entity that is to be converted into
16the shares or other ownership interests, securities, or obligations of the new form of
17business
converted entity, rights to acquire such interests or securities, money, other
18property, or any combination of the foregoing
.
AB566,243,2119 (e) The effective date and time of the conversion, if the conversion is to be
20effective other than at the close of business on the date of filing the certificate articles
21of conversion, as provided under s. 180.0123.
AB566,312 22Section 312. 180.1161 (3) (f) and (g) of the statutes are repealed and recreated
23to read:
AB566,243,2524 180.1161 (3) (f) The organizational documents of the converted entity that are
25to be in a record immediately after the conversion becomes effective.
AB566,244,1
1(g) Any other matters required by the governing law of the converting entity.
AB566,313 2Section 313. 180.1161 (3m) of the statutes is created to read:
AB566,244,43 180.1161 (3m) In addition to the requirements of sub. (3), a plan of conversion
4may contain any other provision relating to the conversion and not prohibited by law.
AB566,314 5Section 314. 180.1161 (4) (intro.) and (a) 1. of the statutes are amended to
6read:
AB566,244,87 180.1161 (4) (intro.) When a conversion is effective, all of the following shall
8occur
apply:
AB566,244,169 (a) 1. Except with respect to taxation laws of each jurisdiction that are
10applicable upon the conversion of the business entity, the business
The converting
11entity that was continues its existence in the form of the converted entity and is the
12same entity that existed before the conversion, except that the converting entity
is
13no longer subject to the applicable governing law of the jurisdiction that governed the
14organization of the prior form of business entity
that applied prior to the conversion
15and is subject to the applicable governing law of the jurisdiction that governs the new
16form of business
converted entity.
AB566,315 17Section 315. 180.1161 (4) (a) 2. of the statutes is repealed and recreated to
18read:
AB566,244,2019 180.1161 (4) (a) 2. a. Except as provided in this subdivision, no interest holder
20shall have interest holder liability with respect to the converting or converted entity.
AB566,245,221 b. If, under the governing law of the converting entity, one or more of the
22interest holders thereof had interest holder liability prior to the conversion with
23respect to the converting entity, such interest holder or holders shall continue to have
24such liability and any associated contribution and other rights to the extent provided
25in such governing law with respect to the debts, obligations, and other liabilities of

1the converting entity that accrued during the period or periods in which such interest
2holder or holders had such interest holder liability.
AB566,245,83 c. If, under the governing law of the converted entity, one or more of the interest
4holders thereof will have interest holder liability after the conversion with respect
5to the converted entity, such interest holder or holders will have such liability and
6any associated contribution and other rights to the extent provided in such governing
7law with respect to the debts, obligations, and other liabilities of the converted entity
8that accrue after the conversion.
AB566,245,99 d. This subdivision does not affect liability under any taxation laws.
AB566,316 10Section 316. 180.1161 (4) (b), (c) and (d) of the statutes are amended to read:
AB566,245,1311 180.1161 (4) (b) The business converted entity continues to have has all debts,
12obligations, and other
liabilities of the business converting entity that was
13converted
.
AB566,245,1614 (c) The business entity continues to be vested with title to all property owned
15by the business converting entity that was is vested in the converted entity without
16transfer, reversion, or impairment.
AB566,245,2117 (d) The articles of incorporation, articles of organization, certificate of limited
18partnership, or other similar governing document, whichever is applicable,

19organizational documents of the business converted entity are as provided in the
20plan of conversion and, to the extent such organizational documents are to be
21reflected in a public record, as provided in the articles of conversion
.
AB566,317 22Section 317 . 180.1161 (4) (f), (g) and (h) of the statutes are created to read:
AB566,246,523 180.1161 (4) (f) The interests of the converting entity that are to be converted
24into interests, securities, or obligations of the surviving entity, rights to acquire such
25interests or securities, money, other property, or any combination of the foregoing,

1are converted as provided in the plan of conversion, and the former interest holders
2of the converting entity are entitled only to the rights provided in the plan of
3conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to
4180.1331, 181.1180, or 183.1061 or otherwise under the governing law of the
5converting entity. All other terms and conditions of the conversion also take effect.
AB566,246,86 (g) Except as prohibited by other law or as otherwise provided in the articles
7and plan of conversion, all of the rights, privileges, immunities, powers, and
8purposes of the converting entity vest in the converted entity.
AB566,246,129 (h) Except as otherwise provided in the articles and plan of conversion, if the
10converting entity is a partnership, limited liability company, or other entity subject
11to dissolution under its governing law, the conversion does not dissolve the
12converting entity for the purposes of its governing law.
Loading...
Loading...