258,279 Section 279. 180.1105 (1) (f) of the statutes is amended to read:
180.1105 (1) (f) A statement that the executed plan of merger or share interest exchange is on file at the principal place of business of the surviving or acquiring corporation entity.
258,280 Section 280. 180.1105 (1) (g) of the statutes is amended to read:
180.1105 (1) (g) A statement that upon request the surviving or acquiring corporation entity will provide a copy of the plan of merger or share interest exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person that, in the case of a merger, is an interest holder of a constituent entity or, in the case of an interest exchange, was an interest holder of the acquired entity immediately prior to the interest exchange.
258,281 Section 281. 180.1105 (1) (h) of the statutes is repealed.
258,282 Section 282. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and amended to read:
180.1105 (1m) Other In addition to the requirements of sub. (1), articles of merger or interest exchange may contain any other provisions relating to the merger or interest exchange, as determined by the surviving business entity constituent entities in accordance with the plan of merger, in the case of a merger, or the acquiring entity in accordance with the plan of interest exchange, in the case of an interest exchange.
258,283 Section 283. 180.1105 (1g) of the statutes is created to read:
180.1105 (1g) In the case of a merger, if the surviving entity is a foreign entity that will be required to obtain authorization to transact business in this state immediately after the merger and it has not previously been authorized to do so, it shall obtain such authorization.
258,284 Section 284. 180.1105 (2) of the statutes is amended to read:
180.1105 (2) A merger or share interest exchange takes effect upon the effective date of the articles of merger or share interest exchange.
258,285 Section 285. 180.1106 (title) of the statutes is amended to read:
180.1106 (title) Effect of merger or share interest exchange.
258,286 Section 286. 180.1106 (1) (intro.) of the statutes is amended to read:
180.1106 (1) (intro.) All of the following occur when When a merger takes effect becomes effective, all of the following apply:
258,287 Section 287. 180.1106 (1) (a) of the statutes is amended to read:
180.1106 (1) (a) Every other business Each merging entity that is party to the merger merges into the surviving business entity, and the separate existence of every business constituent entity that is a party to the merger, except the surviving business entity, ceases.
258,288 Section 288. 180.1106 (1) (am) 1. of the statutes is renumbered 180.1106 (1) (am) 1m. and amended to read:
180.1106 (1) (am) 1m. If, under the laws applicable to a business governing law of the constituent entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations 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 laws are applicable to such owner or owners interest holder or holders had such interest holder liability.
258,289 Section 289. 180.1106 (1) (am) 1g. of the statutes is created to read:
180.1106 (1) (am) 1g. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities.
258,290 Section 290. 180.1106 (1) (am) 2. of the statutes is amended to read:
180.1106 (1) (am) 2. If, under the laws applicable to governing law of the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity 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 laws, but only for such governing law with respect to the debts and, obligations accrued, and other liabilities of the surviving entity that accrue after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in subd. 1.
258,291 Section 291. 180.1106 (1) (b) of the statutes is amended to read:
180.1106 (1) (b) The title to all property owned by each business constituent entity that is party to the merger is vested in the surviving business entity without transfer, reversion, or impairment.
258,292 Section 292. 180.1106 (1) (c) of the statutes is amended to read:
180.1106 (1) (c) The surviving business entity has all debts, obligations, and other liabilities of each business constituent entity that is party to the merger.
258,293 Section 293. 180.1106 (1) (d) of the statutes is amended to read:
180.1106 (1) (d) A civil, criminal, administrative, or investigatory proceeding pending by or against any business constituent entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business constituent entity whose existence ceased.