258,244 Section 244. 180.11012 (title) of the statutes is created to read:

180.11012 (title) Plan of merger.

258,245 Section 245. 180.11012 (1) (d), (e) and (f) of the statutes are created to read:

180.11012 (1) (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.

(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.

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

258,246 Section 246. 180.1102 (title) of the statutes is amended to read:

180.1102 (title) Share Interest exchange authorized.

258,247 Section 247. 180.1102 (1) of the statutes is amended to read:

180.1102 (1) A domestic corporation may acquire all of the outstanding shares of one or more classes or series of interests of another business constituent entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by s. 180.1103, its shareholders also approve the pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of share interest exchange, and if the share interest exchange is permitted under the applicable governing law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity applicable to the corporation and the acquired entity.

258,248 Section 248 . 180.1102 (1m) of the statutes is created to read:

180.1102 (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.

258,249 Section 249. 180.1102 (2) of the statutes is renumbered 180.11021 (1), and 180.11021 (1) (intro.), (a) and (c), as renumbered, are amended to read:

180.11021 (1) (intro.) The plan of share interest exchange shall set forth must be in a record and contain all of the following:

(a) The As to both the acquiring and the acquired entity, its name, form type of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring business entity law.

(c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other business or for cash or other property in whole or part interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

258,250 Section 250. 180.1102 (2m) of the statutes is created to read:

180.1102 (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.

258,251 Section 251. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and amended to read:

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

258,252 Section 252. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and amended to read:

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

258,253 Section 253. 180.11021 (title) of the statutes is created to read:

180.11021 (title) Plan of interest exchange.

258,254 Section 254. 180.11021 (1) (d) and (e) of the statutes are created to read:

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

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

258,255 Section 255. 180.1103 (title) of the statutes is repealed.

258,256 Section 256. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and amended to read: