179.1101(19)(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:

179.1101(19)(a)1.1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

179.1101(19)(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.

179.1101(19)(b)(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

179.1101(20)(20) “Merger” means a transaction authorized by ss. 179.1121 to 179.1125.

179.1101(21)(21) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

179.1101(22m)(22m) “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.

179.1101(23m)(23m) “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:

179.1101(23m)(a)(a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws.

179.1101(23m)(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.

179.1101(23m)(c)(c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

179.1101(23m)(d)(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

179.1101(23m)(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.

179.1101(24)(24) “Plan” means a plan of merger under s. 179.1122, a plan of interest exchange under s. 179.1132, a plan of conversion under s. 179.1142, or a plan of domestication under s. 179.1152.

179.1101(37)(37) “Surviving entity” means the entity that continues in existence after or is created by a merger.

179.1101(38)(38) “Type of entity” means a generic form of entity that is any of the following:

179.1102(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.

179.1102(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.

179.1103(2)(2) 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.

179.1103(3)(3) 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.

179.1103(4)(4) 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.