SB566: Bill Text

SB566,228,21 180.11031 Approval of merger or interest exchange; amendment; abandonment. (1) Subject to the governing law of each constituent, acquiring, or acquired entity, a plan of merger or interest exchange must be approved by a vote or consent of the board of directors of each domestic corporation that is a constituent entity and, if required by s. 180.11032 (1), its shareholders.

SB566,229,3 (2) Subject to the governing law of each constituent, acquiring, or acquired entity, after a plan of merger or interest exchange is approved, and at any time before a merger or interest exchange becomes effective, the constituent entities may amend the plan of merger or interest exchange or abandon the merger or interest exchange as provided in the plan of merger or interest exchange or, except as otherwise provided in the plan of merger or interest exchange, with the same vote or consent as was required to approve the plan of merger or interest exchange.

SB566,229,13 (3) If, after articles of merger or interest exchange have been delivered to the department for filing and before the merger or interest exchange becomes effective, the plan of merger or interest exchange is amended in a manner that requires an amendment to the articles of merger or interest exchange or if the merger or interest exchange is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger or interest exchange becomes effective. When the statement of abandonment becomes effective, the merger or interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB566,229,14 (a) The name of each constituent entity.

SB566,229,16 (b) The amendment to or the abandonment of the articles of merger or interest exchange.

SB566,229,18 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB566,229,21 (4) In addition to approval under sub. (1), a plan of merger or interest exchange must be approved by each constituent entity that is not a domestic partnership in accordance with any requirements of its governing law.

SB566,265 Section 265. 180.11032 (title) of the statutes is created to read:

SB566,229,24 180.11032 (title) Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges.

SB566,266 Section 266. 180.1104 (1) of the statutes is amended to read:

SB566,230,7 180.1104 (1) A domestic parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation or at least 90 percent of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into the domestic parent or the domestic parent into the subsidiary without approval of the shareholders or other owners of the subsidiary and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without approval of the shareholders of the domestic parent.

SB566,267 Section 267. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:

SB566,230,10 180.1104 (2) (intro.) The board of directors of the domestic parent corporation shall adopt a plan of merger that sets forth all of the following:

SB566,230,14 (b) The manner and basis of converting the shares or other interests of the subsidiary or domestic parent into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.

SB566,268 Section 268. 180.1104 (3) of the statutes is amended to read:

SB566,230,18 180.1104 (3) The domestic parent shall mail a copy or summary of the plan of merger to each shareholder or other owner of the merging business entity who does not waive the mailing requirement in writing.

SB566,269 Section 269. 180.1104 (4) of the statutes is amended to read:

SB566,230,23 180.1104 (4) The domestic parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each shareholder or other owner of the merging business entity who did not waive the mailing requirement.

SB566,270 Section 270. 180.11045 (1) (a) of the statutes is amended to read:

SB566,231,4 180.11045 (1) (a) “Holding company" means a domestic corporation that issues shares under sub. (2) (b) and that, during the period beginning with its incorporation and ending with the effective time of a merger under this section, was at all times a wholly owned subsidiary of the parent corporation that is party to the merger.

SB566,271 Section 271. 180.1105 (title) of the statutes is amended to read:

SB566,231,6 180.1105 (title) Articles of merger or share interest exchange.

SB566,272 Section 272. 180.1105 (1) (intro.) of the statutes is amended to read:

SB566,231,16 180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger or share interest exchange is has been approved by the shareholders of the corporation, or adopted by the board of directors if shareholder approval is not required, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity 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 or share interest exchange setting forth all of the following:

SB566,273 Section 273. 180.1105 (1) (am) of the statutes is amended to read:

SB566,231,21 180.1105 (1) (am) The effective date and time of the merger or share interest exchange, if the merger or share interest exchange is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 180.0123.

SB566,274 Section 274. 180.1105 (1) (bm) of the statutes is amended to read:

SB566,232,2 180.1105 (1) (bm) The name and state of incorporation of each corporation that is a party to the merger or share exchange, type of entity, and governing law of each constituent entity of the merger, or, if an interest exchange, the name of the acquiring and acquired entities.

SB566,275 Section 275. 180.1105 (1) (cm) of the statutes is amended to read:

SB566,232,10 180.1105 (1) (cm) A In the case of a merger, a statement that a plan of merger or share exchange has been approved and adopted by each corporation that is a party to the merger or share exchange as required under s. 180.1103 or 180.1104, as applicable constituent entity in accordance with its governing law, and, in the case of an interest exchange, a statement that a plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.

SB566,276 Section 276. 180.1105 (1) (dm) of the statutes is amended to read:

SB566,232,15 180.1105 (1) (dm) The In the case of a merger, the name, type of entity, and governing law of the surviving or acquiring corporation entity and, if the surviving entity is created by the merger, a statement to that effect, and, in the case of an interest exchange, the name, type of entity, and governing law of the acquiring entity.

SB566,277 Section 277. 180.1105 (1) (e) of the statutes is amended to read:

SB566,232,24 180.1105 (1) (e) In the case of a merger, if the surviving entity preexists the merger, any amendments in the articles of incorporation of the surviving corporation that are intended by the parties to the merger to take effect upon the merger or, if there are no such amendments, a statement that the articles of incorporation of the surviving corporation or another corporation that is a party to the merger will be the articles of incorporation of the surviving corporation to its organizational documents that are to be in a public record under its governing law immediately after the merger becomes effective or, if there are no such amendments, a statement to that effect.

SB566,278 Section 278. 180.1105 (1) (em) and (er) of the statutes are created to read:

SB566,233,4 180.1105 (1) (em) In the case of a merger, if the surviving entity is to be created in the merger, any of its organizational documents under s. 180.11012 (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.

SB566,233,8 (er) In the case of an interest exchange, any amendments to the organizational documents of the acquired or acquiring entity under s. 180.11021 (1) (a) to (e) 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.

SB566,279 Section 279. 180.1105 (1) (f) of the statutes is amended to read:

SB566,233,12 180.1105 (1) (f) A statement that the executed plan of merger or share interest exchange is on file at the principal place of business of the surviving or acquiring corporation entity.

SB566,280 Section 280. 180.1105 (1) (g) of the statutes is amended to read:

SB566,233,21 180.1105 (1) (g) A statement that upon request the surviving or acquiring corporation entity will provide a copy of the plan of merger or share interest exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person that, in the case of a merger, is an interest holder of a constituent entity or, in the case of an interest exchange, was an interest holder of the acquired entity immediately prior to the interest exchange.

SB566,281 Section 281 . 180.1105 (1) (h) of the statutes is repealed.

SB566,282 Section 282. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and amended to read:

SB566,234,6 180.1105 (1m) Other In addition to the requirements of sub. (1), articles of merger or interest exchange may contain any other provisions relating to the merger or interest exchange, as determined by the surviving business entity constituent entities in accordance with the plan of merger, in the case of a merger, or the acquiring entity in accordance with the plan of interest exchange, in the case of an interest exchange.

SB566,283 Section 283. 180.1105 (1g) of the statutes is created to read:

SB566,234,11 180.1105 (1g) In the case of a merger, if the surviving entity is a foreign entity that will be required to obtain authorization to transact business in this state immediately after the merger and it has not previously been authorized to do so, it shall obtain such authorization.

SB566,284 Section 284. 180.1105 (2) of the statutes is amended to read:

SB566,234,14 180.1105 (2) A merger or share interest exchange takes effect upon the effective date of the articles of merger or share interest exchange.

SB566,285 Section 285. 180.1106 (title) of the statutes is amended to read:

SB566,234,16 180.1106 (title) Effect of merger or share interest exchange.

SB566,286 Section 286. 180.1106 (1) (intro.) of the statutes is amended to read:

SB566,234,19 180.1106 (1) (intro.) All of the following occur when When a merger takes effect becomes effective, all of the following apply:

SB566,287 Section 287. 180.1106 (1) (a) of the statutes is amended to read:

SB566,234,24 180.1106 (1) (a) Every other business Each merging entity that is party to the merger merges into the surviving business entity, and the separate existence of every business constituent entity that is a party to the merger, except the surviving business entity, ceases.

SB566,288 Section 288. 180.1106 (1) (am) 1. of the statutes is renumbered 180.1106 (1) (am) 1m. and amended to read:

SB566,235,13 180.1106 (1) (am) 1m. If, under the laws applicable to a business governing law of the constituent entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations 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 laws are applicable to such owner or owners interest holder or holders had such interest holder liability.

SB566,289 Section 289. 180.1106 (1) (am) 1g. of the statutes is created to read:

SB566,235,16 180.1106 (1) (am) 1g. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities.

SB566,290 Section 290. 180.1106 (1) (am) 2. of the statutes is amended to read:

SB566,236,5 180.1106 (1) (am) 2. If, under the laws applicable to governing law of the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity 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 laws, but only for such governing law with respect to the debts and, obligations accrued, and other liabilities of the surviving entity that accrue after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in subd. 1.

SB566,291 Section 291. 180.1106 (1) (b) of the statutes is amended to read:

SB566,236,9 180.1106 (1) (b) The title to all property owned by each business constituent entity that is party to the merger is vested in the surviving business entity without transfer, reversion, or impairment.

SB566,292 Section 292. 180.1106 (1) (c) of the statutes is amended to read:

SB566,236,12 180.1106 (1) (c) The surviving business entity has all debts, obligations, and other liabilities of each business constituent entity that is party to the merger.

SB566,293 Section 293. 180.1106 (1) (d) of the statutes is amended to read:

SB566,236,18 180.1106 (1) (d) A civil, criminal, administrative, or investigatory proceeding pending by or against any business constituent entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business constituent entity whose existence ceased.

SB566,294 Section 294. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1. and amended to read:

SB566,237,2 180.1106 (1) (e) 1. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be 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.

SB566,295 Section 295. 180.1106 (1) (e) 2. of the statutes is created to read:

SB566,237,7 180.1106 (1) (e) 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.

SB566,296 Section 296. 180.1106 (1) (f) of the statutes is amended to read:

SB566,237,20 180.1106 (1) (f) The shares or other interests of each business constituent entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities, or other obligations of the surviving business entity or any other business entity or into cash or, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted, and the former holders of the shares or interests are entitled only to the rights as provided in the articles 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 s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the laws applicable to each business governing law of the constituent entity that is party to the merger. All other terms and conditions of the merger also take effect.

SB566,297 Section 297. 180.1106 (1) (g) of the statutes is created to read:

SB566,237,24 180.1106 (1) (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.

SB566,298 Section 298. 180.1106 (1m) of the statutes is created to read:

SB566,238,2 180.1106 (1m) When an interest exchange becomes effective, all of the following apply:

SB566,238,9 (a) 1. 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 s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

SB566,238,11 2. 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.

SB566,238,15 3. 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.

SB566,238,19 (b) 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.

SB566,238,21 (c) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity.

SB566,239,3 2. 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.

SB566,239,9 3. 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.

SB566,239,10 4. This paragraph does not affect liability under any taxation laws.

SB566,299 Section 299. 180.1106 (2) of the statutes is amended to read:

SB566,239,16 180.1106 (2) When a share an interest exchange takes effect, the shares interests of each acquired corporation constituent entity are exchanged as provided in the plan of interest exchange, and the former holders of the shares interests are entitled only to the exchange rights provided in the articles of share interest exchange or to their rights under ss. 180.1301 to 180.1331.

SB566,300 Section 300. 180.1106 (3) of the statutes is amended to read:

SB566,239,24 180.1106 (3) (a) When a merger or share interest exchange under this section takes effect, the department is the an agent of any foreign surviving foreign business entity of a merger or any acquiring foreign business entity in a share an interest exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other owners interest holders, in their capacity as such, of each domestic business constituent entity that is a party to the merger or share exchange.

SB566,240,9 (b) When a merger or share interest exchange under this section takes effect, any foreign surviving foreign business entity of a merger or any acquiring foreign business constituent entity in a share an interest exchange shall promptly pay to the dissenting shareholders of timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger or share exchange the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to such other domestic business constituent or acquired entity, as applicable.