SB810,169,20 179.1122 Plan of merger. (1) A plan of merger must be in a record and contain all of the following:

SB810,169,21 (a) As to each constituent entity, its name, type of entity, and governing law.

SB810,169,22 (b) The terms and conditions of the merger.

SB810,169,25 (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.

SB810,170,3 (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.

SB810,170,5 (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.

SB810,170,7 (f) Any other matters required under the governing law of any constituent entity.

SB810,170,9 (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.

SB810,170,13 179.1123 Approval of merger; amendment; abandonment. (1) Subject to s. 179.1161, a plan of merger must be approved by a vote or consent of all of the following with respect to each domestic limited partnership that is a constituent entity:

SB810,170,14 (a) All general partners.

SB810,170,16 (b) Partners owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both.

SB810,170,21 (2) Subject to s. 179.1161 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.

SB810,171,4 (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:

SB810,171,5 (a) The name of each constituent entity.

SB810,171,6 (b) The amendment to or the abandonment of the articles of merger.

SB810,171,8 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB810,171,11 (4) In addition to approval under sub. (1), a plan of merger must be approved by each constituent entity that is not a domestic limited partnership in accordance with any requirements of its governing law.

SB810,171,15 179.1124 Filings required for merger; effective date. (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:

SB810,171,16 (a) The name, type of entity, and governing law of each constituent entity.

SB810,171,18 (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.

SB810,171,20 (c) A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.

SB810,171,24 (d) 1. If the surviving entity preexists the merger, any amendments to its organizational documents under s. 179.1122 (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.

SB810,172,2 2. If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a public record under its governing law.

SB810,172,4 (e) A statement that the plan of merger is on file at the principal office of the surviving entity.

SB810,172,6 (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any interest holder of a constituent entity.

SB810,172,7 (g) A statement whether s. 179.1161 applies to the merger.

SB810,172,10 (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.

SB810,172,14 (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 or been assigned a registration to do so under s. 179.1009, it shall so register.

SB810,172,15 (4) A merger takes effect at the effective date and time of the articles of merger.