(e) For a business trust, its agreement of trust and declaration of trust.
(f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.
(12) “Plan" means a plan of merger under s. 181.1102, a plan of interest exchange under s. 181.1132, a plan of conversion under s. 181.1162, or a plan of domestication under s. 181.1172.
(13) “Surviving entity" means the entity that continues in existence after or is created by a merger.
(14) “Type of entity" means a generic form of entity that is any of the following:
(a) Recognized at common law.
(b) Recognized under a governing law.
258,506
Section
506. 181.11001 of the statutes is created to read:
181.11001 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
258,507
Section
507. 181.11002 of the statutes is created to read:
181.11002 Existing purpose.
(1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
(2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(3) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
258,508
Section
508. 181.11003 of the statutes is created to read:
181.11003 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
258,509
Section
509. 181.11004 of the statutes is created to read:
181.11004 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
258,510
Section
510. 181.1101 (title) of the statutes is repealed and recreated to read:
181.1101 (title) Merger authorized.
258,511
Section
511. 181.1101 (1) (title) of the statutes is repealed.
258,512
Section
512. 181.1101 (1) of the statutes is amended to read:
181.1101 (1) One or more domestic corporations may merge with or into one or more other business
constituent entities pursuant to ss. 181.1101 to 181.11055 and a plan of merger if the plan of merger is approved as provided in s. 181.1103 and if the merger is permitted under the applicable governing law of the jurisdiction that governs each other business constituent entity that is a party to the merger and each business constituent entity approves the plan of merger in the manner required by the laws applicable to the business entity its governing law.
258,513
Section
513. 181.1101 (2) of the statutes is repealed.
258,514
Section
514. 181.1101 (2m) of the statutes is created to read:
181.1101 (2m) One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss. 181.1101 to 181.11055 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
258,515
Section
515. 181.1101 (3) of the statutes is repealed.
258,516
Section
516. 181.1102 of the statutes is created to read:
181.1102 Plan of merger. (1) A plan of merger must be in a record and contain all of the following: