SB810,437,3 (e) For a business trust, its agreement of trust and declaration of trust.

SB810,437,6 (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.

SB810,437,9 (24) “Plan" means a plan of merger under s. 183.1022, a plan of interest exchange under s. 183.1032, a plan of conversion under s. 183.1042, or a plan of domestication under s. 183.1052.

SB810,437,11 (37) “Surviving entity" means the entity that continues in existence after or is created by a merger.

SB810,437,12 (38) “Type of entity" means a generic form of entity that is any of the following:

SB810,437,13 (a) Recognized at common law.

SB810,437,14 (b) Recognized under a governing law.

SB810,437,17 183.1002 Relationship of this subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

SB810,437,22 (2) A transaction effected under this chapter 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.

SB810,438,5 183.1003 Existing purpose. (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.

SB810,438,9 (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.

SB810,438,12 (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.

SB810,438,15 183.1004 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.

SB810,438,20 183.1005 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.

SB810,438,25 183.1021 Merger authorized. (1) One or more domestic limited liability companies may merge with or into one or more other constituent entities pursuant to ss. 183.1021 to 183.1025 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.

SB810,439,5 (2) One or more other domestic or foreign entities may merge with or into a domestic limited liability company pursuant to ss. 183.1021 to 183.1025 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.

SB810,439,7 183.1022 Plan of merger. (1) A plan of merger must be in a record and contain all of the following:

SB810,439,8 (a) As to each constituent entity, its name, type of entity, and governing law.

SB810,439,9 (b) The terms and conditions of the merger.

SB810,439,12 (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.

SB810,439,15 (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.

SB810,439,17 (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.

SB810,439,19 (f) Any other matters required under the governing law of any constituent entity.

SB810,439,21 (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.

SB810,439,24 183.1023 Approval of merger; amendment; abandonment. (1) Subject to s. 183.1061, a plan of merger must be approved by a vote or consent of all the members of each domestic limited liability company that is a constituent entity.

SB810,440,5 (2) Subject to s. 183.1061 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger.

SB810,440,13 (3) If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB810,440,14 (a) The name of each constituent entity.

SB810,440,15 (b) The amendment to or the abandonment of the articles of merger.