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281. 180.1105 (1) (h) of the statutes is repealed.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.
258,294
Section
294. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1. and amended to read:
180.1106 (1) (e) 1. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be If the surviving entity preexists the merger, its organizational documents are amended to the extent, if any, provided in the plan of merger and, to the extent such amendments are to be reflected in a public record, as provided in the articles of merger.
258,295
Section
295. 180.1106 (1) (e) 2. of the statutes is created to read: