Chapter 180

180.1022 History History: 1989 a. 303.

subch. XI of ch. 180 SUBCHAPTER XI

MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION

180.1100 180.1100 Definitions. In this subchapter:

180.1100(1c) (1c) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

180.1100(1e) (1e) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

180.1100(1g) (1g) “Business entity” means a domestic business entity and a foreign business entity.

180.1100(1j) (1j) “Constituent entity” means a merging entity or a surviving entity in a merger.

180.1100(1m) (1m) “Conversion” means a transaction authorized by s. 180.1161.

180.1100(1o) (1o) “Converted entity” means the converting entity as it continues in existence after a conversion.

180.1100(1q) (1q) “Converting entity” means an entity that engages in a conversion.

180.1100(1s) (1s) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

180.1100(1u) (1u) “Domesticating entity” means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

180.1100(1w) (1w) “Domestication” means a transaction authorized by ss. 180.1171 to 180.1175.

180.1100(2) (2) “Domestic business entity” means a corporation, a limited liability company, as defined in s. 183.0102 (8), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

180.1100(3) (3) “Foreign business entity” means a foreign limited liability company, as defined in s. 183.0102 (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

180.1100(4) (4) “Interest” means any of the following:

180.1100(4)(a) (a) A share in a business corporation.

180.1100(4)(b) (b) A membership in a nonprofit or nonstock corporation.

180.1100(4)(c) (c) A partnership interest in a general partnership.

180.1100(4)(d) (d) A partnership interest in a limited partnership.

180.1100(4)(e) (e) A membership interest in a limited liability company.

180.1100(4)(f) (f) A membership interest or stock in a general cooperative association.

180.1100(4)(g) (g) A membership interest in a limited cooperative association.

180.1100(4)(h) (h) A membership in an unincorporated association.

180.1100(4)(i) (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

180.1100(4)(j) (j) A comparable interest in any other type of unincorporated entity.

180.1100(5) (5) “Interest exchange” means a transaction authorized by s. 180.1102.

180.1100(6) (6) “Interest holder” means any of the following:

180.1100(6)(a) (a) A shareholder of a business corporation.

180.1100(6)(b) (b) A member of a nonprofit or nonstock corporation.

180.1100(6)(c) (c) A general partner of a general partnership.

180.1100(6)(d) (d) A general partner of a limited partnership.

180.1100(6)(e) (e) A limited partner of a limited partnership.

180.1100(6)(f) (f) A member of a limited liability company.

180.1100(6)(g) (g) A member or stockholder of a general cooperative association.

180.1100(6)(h) (h) A member of a limited cooperative association.

180.1100(6)(i) (i) A member of an unincorporated association.

180.1100(6)(j) (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

180.1100(6)(k) (k) Any other direct holder of an interest.

180.1100(7) (7) “Interest holder liability” means any of the following:

180.1100(7)(a) (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:

180.1100(7)(a)1. 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

180.1100(7)(a)2. 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

180.1100(7)(b) (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

180.1100(8) (8) “Merger” means a transaction authorized by s. 180.1101.

180.1100(9) (9) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

180.1100(10) (10) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.

180.1100(11) (11) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law:

180.1100(11)(a) (a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.

180.1100(11)(b) (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.

180.1100(11)(c) (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

180.1100(11)(d) (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

180.1100(11)(e) (e) For a business trust, its agreement of trust and declaration of trust.

180.1100(11)(f) (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.

180.1100(12) (12) “Plan” means a plan of merger under s. 180.11012, a plan of interest exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of domestication under s. 180.1172.

180.1100(13) (13) “Surviving entity” means the entity that continues in existence after or is created by a merger.

180.1100(14) (14) “Type of entity” means a generic form of entity that is any of the following:

180.1100(14)(a) (a) Recognized at common law.

180.1100(14)(b) (b) Recognized under a governing law.

180.1100 History History: 2001 a. 44; 2015 a. 295; 2021 a. 258.

180.11001 180.11001 Relationship of subchapter to other laws.

180.11001(1) (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

180.11001(2) (2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

180.11001 History History: 2021 a. 258.

180.11002 180.11002 Existing purpose.

180.11002(1) (1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction’s compliance with cy pres or other law dealing with nondiversion of charitable assets.

180.11002(2) (2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.

180.11002(3) (3) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.

180.11002 History History: 2021 a. 258.

180.11003 180.11003 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.

180.11003 History History: 2021 a. 258.

180.11004 180.11004 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.

180.11004 History History: 2021 a. 258.

180.1101 180.1101 Merger authorized.

180.1101(1) (1) One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.

180.1101(2m) (2m) One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.

180.1101 History History: 1989 a. 303; 2001 a. 44; 2021 a. 258.

180.11012 180.11012 Plan of merger.

180.11012(1) (1) A plan of merger must be in a record and contain all of the following:

180.11012(1)(a) (a) As to each constituent entity, its name, type of entity, and governing law.

180.11012(1)(b) (b) The terms and conditions of the merger.

180.11012(1)(c) (c) The manner and basis of converting the interests in each constituent entity 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.

180.11012(1)(d) (d) If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.

180.11012(1)(e) (e) If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.

180.11012(1)(f) (f) Any other matters required under the governing law of any constituent entity.

180.11012(2) (2) In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law.

180.11012 History History: 1989 a. 303; 2001 a. 44; a. 258 ss. 240, 242, 244, 245.

180.1102 180.1102 Interest exchange authorized.