Chapter 180

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.

180.1102(1) (1) A domestic corporation may acquire all of one or more classes or series of interests of another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law share applicable to the corporation and the acquired entity.

180.1102(1m) (1m) All of one or more classes or series of interests of a domestic corporation may be acquired by another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.

180.1102(2m) (2m) A domestic or foreign entity may exchange interests with a domestic corporation pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law of each constituent entity and each constituent entity approves the plan of interest exchange in the manner required by its governing law.

180.1102 History History: 1989 a. 303; 2001 a. 44; 2021 a. 258.

180.11021 180.11021 Plan of interest exchange.

180.11021(1) (1) The plan of interest exchange must be in a record and contain all of the following:

180.11021(1)(a) (a) As to both the acquiring and the acquired entity, its name, type of entity, and governing law.

180.11021(1)(b) (b) The terms and conditions of the exchange.

180.11021(1)(c) (c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

180.11021(1)(d) (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.

180.11021(1)(e) (e) Any other matters required under the governing law of any constituent entity.

180.11021(3) (3) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the exchange and not prohibited by law.

180.11021(4) (4) This section does not limit the power of a corporation to acquire all or part of the interests of one or more classes or series of another constituent entity through a voluntary exchange or otherwise.

180.11021 History History: 1989 a. 303; 2001 a. 44; 2021 a. 258 ss. 249, 251 to 254.

180.11031 180.11031 Approval of merger or interest exchange; amendment; abandonment.

180.11031(1) (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.

180.11031(2) (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.

180.11031(3) (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:

180.11031(3)(a) (a) The name of each constituent entity.

180.11031(3)(b) (b) The amendment to or the abandonment of the articles of merger or interest exchange.

180.11031(3)(c) (c) A statement that the amendment or abandonment was approved in accordance with this section.

180.11031(4) (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.

180.11031 History History: 2021 a. 258.

180.11032 180.11032 Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges.

180.11032(1) (1) Submit to shareholders. After a plan of merger or interest exchange is approved, the board of directors of each domestic corporation that is party to the merger, and the board of directors of the domestic corporation whose shares will be acquired in the interest exchange, shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2), or interest exchange for approval by its shareholders.

180.11032(2) (2) Meeting notice. A domestic corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or interest exchange and shall contain or be accompanied by a copy or summary of the plan.

180.11032(3) (3) Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or interest exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

180.11032(4) (4) Separate voting by voting groups. Separate voting by voting groups is required on any of the following:

180.11032(4)(a) (a) A plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under s. 180.1004, except as provided in s. 180.1707.

180.11032(4)(b) (b) A plan of interest exchange by each class or series of shares of the domestic corporation included in the exchange, with each class or series constituting a separate voting group.

180.11032(5) (5) When shareholder approval of merger not required.

180.11032(5)(a) (a) In this subsection:

180.11032(5)(a)1. 1. “Participating shares” means shares that entitle their holders to participate, without limitation, in distributions.

180.11032(5)(a)2. 2. “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.

180.11032(5)(b) (b) Action by the shareholders of the surviving domestic corporation on a plan of merger is not required if all of the following conditions are satisfied:

180.11032(5)(b)1. 1. The articles of incorporation of the surviving domestic corporation will not differ, except for amendments enumerated in s. 180.1002, from its articles of incorporation before the merger.

180.11032(5)(b)2. 2. Each shareholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after.