181.1103(3m)(c)(c) A statement that the amendment or abandonment was approved in accordance with this section.

181.1103(4m)(4m) Additional approval of plan of merger. In addition to approval under sub. (1m), a plan of merger must be approved by each constituent entity that is not a domestic corporation in accordance with any requirements of its governing law.

181.11045(1)(1) After a merger has been approved 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 setting forth all of the following:

181.11045(1)(b)(b) The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect.

181.11045(1)(c)(c) A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.

181.11045(1)(d)1.1. If the surviving entity preexists the merger, any amendments to its organizational documents under s. 181.1102 (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.

181.11045(1)(d)2.2. If the surviving entity is to be created in the merger, any of its organizational documents under s. 181.1102 (1) (e) that are to be in a public record under its governing law.

181.11045(1)(e)(e) A statement that the plan of merger is on file at the principal office of the surviving entity.

181.11045(1)(f)(f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity.

181.11045(2)(2) In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.

181.11045(3)(3) If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so, it shall so register.

181.11055(1)(a)(a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases.

181.11055(1)(am)1.1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities.

181.11055(1)(am)2.2. If, under the governing law of a constituent entity, one or more of the 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 interest holder or holders had such interest holder liability.

181.11055(1)(am)3.3. If, under the governing law of the surviving entity, one or more of the 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 governing law with respect to the debts, obligations, and other liabilities of the surviving entity that accrue on or after the merger.

181.11055(1)(am)4.4. This paragraph does not affect liability under any taxation laws.

181.11055(1)(b)(b) The title to all property owned by each constituent entity is vested in the surviving entity without transfer, reversion, or impairment.

181.11055(1)(c)(c) The surviving entity has all debts, obligations, and other liabilities of each constituent entity.

181.11055(1)(d)(d) A civil, criminal, or administrative proceeding pending by or against any constituent entity may be continued as if the merger did not occur, or the surviving entity may be substituted in the proceeding for a constituent entity whose existence ceased.