180.1006 180.1006 Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information:
180.1006(1) (1)The name of the corporation.
180.1006(2) (2)The text of each amendment adopted.
180.1006(3) (3)If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.
180.1006(4) (4)The date on which each amendment was adopted.
180.1006(5) (5)A statement that the amendment was adopted in accordance with s. 180.1002, 180.1003 or 180.1005, whichever is the case.
180.1006 History History: 1989 a. 303; 1995 a. 27.
180.1007 180.1007 Restated articles of incorporation.
180.1007(1)(1)A corporation's board of directors or, if the corporation has not yet issued shares, the incorporators may restate the articles of incorporation at any time and without shareholder approval, unless shareholder approval is required under sub. (3).
180.1007(2) (2)The restatement shall consist of the articles of incorporation as amended to date and shall contain a statement that they supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.
180.1007(3)(a)(a) In addition to the contents described in sub. (2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under s. 180.1002, under ss. 180.1003 and 180.1004 or under s. 180.1005, whichever is applicable, except as provided in par. (b).
180.1007(3)(b) (b) Notwithstanding s. 180.1003 (2) (b), if shareholder approval is required, the notice under s. 180.1003 (2) (a) of the proposed shareholders' meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change that it would make in the articles of incorporation.
180.1007(4) (4)A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:
180.1007(4)(a) (a) A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval and, if it does not, that the board of directors or the incorporators adopted the restatement.
180.1007(4)(b) (b) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by s. 180.1006 (1) to (5).
180.1007(5) (5)The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted and all amendments to the original and any restated articles of incorporation.
180.1007 History History: 1989 a. 303; 1995 a. 27.
180.1008 180.1008 Amendment pursuant to reorganization.
180.1008(1)(1)Except as provided in sub. (4), a corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court having jurisdiction under federal statute.
180.1008(2) (2)The persons designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:
180.1008(2)(a) (a) The name of the corporation.
180.1008(2)(b) (b) The text of each amendment approved by the court.
180.1008(2)(c) (c) The date of the court's order or decree approving the articles of amendment.
180.1008(2)(d) (d) The title of the reorganization proceeding in which the order or decree was entered.
180.1008(2)(e) (e) A statement that the court had jurisdiction of the proceeding under federal statute.
180.1008(3) (3)Notwithstanding s. 180.1302, shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
180.1008(4) (4)This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
180.1008 History History: 1989 a. 303; 1995 a. 27.
180.1009 180.1009 Effect of amendment.
180.1009(1)(1)An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:
180.1009(1)(a) (a) A cause of action existing against or in favor of the corporation.
180.1009(1)(b) (b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.
180.1009(1)(c) (c) The existing rights of persons other than shareholders of the corporation.
180.1009(2) (2)An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.
180.1009 History History: 1989 a. 303.
180.1020 180.1020 Amendment of bylaws by board of directors or shareholders.
180.1020(1)(1)A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws except to the extent that any of the following applies:
180.1020(1)(a) (a) The articles of incorporation, s. 180.1021 (2) or 180.1022 (1) (a) or any other provision of this chapter reserve that power exclusively to the shareholders.
180.1020(1)(b) (b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.
180.1020(2) (2)A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation's bylaws or adopt new bylaws.
180.1020 History History: 1989 a. 303.
180.1021 180.1021 Bylaw fixing quorum or voting requirements for shareholders.
180.1021(1)(1)If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
180.1021(2) (2)A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under sub. (1) may not be adopted, amended or repealed by the board of directors.
180.1021 History History: 1989 a. 303.
180.1022 180.1022 Bylaw fixing quorum or voting requirements for directors.
180.1022(1)(1)A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:
180.1022(1)(a) (a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under sub. (2).
180.1022(1)(b) (b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
180.1022(2) (2)A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
180.1022(3) (3)Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under sub. (2).
180.1022 History History: 1989 a. 303.
subch. XI of ch. 180 SUBCHAPTER XI
MERGER, SHARE EXCHANGE, AND CONVERSION
180.1100 180.1100 Definitions. In this subchapter:
180.1100(1) (1)“Business entity" means a domestic business entity and a foreign business entity.
180.1100(2) (2)“Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).
180.1100(3) (3)“Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).
180.1100 History History: 2001 a. 44; 2015 a. 295.
180.1101 180.1101 Merger.
180.1101(1)(1)One or more corporations may merge with or into one or more other business entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by s. 180.1103, its shareholders also approve the plan of merger, and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each such business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
180.1101(2) (2)The plan of merger shall set forth all of the following:
180.1101(2)(a) (a) The name, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving business entity into which each other business entity plans to merge.
180.1101(2)(b) (b) The terms and conditions of the merger.
180.1101(2)(c) (c) The manner and basis of converting the shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.
180.1101(3) (3)The plan of merger may set forth any of the following:
180.1101(3)(a) (a) Amendments to the articles of incorporation or other similar governing document of the surviving business entity.
180.1101(3)(b) (b) Other provisions relating to the merger.
180.1101 History History: 1989 a. 303; 2001 a. 44.
180.1102 180.1102 Share exchange.
180.1102(1)(1)A corporation may acquire all of the outstanding shares of one or more classes or series of another business 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 plan of share exchange, and if the share exchange is permitted under the applicable 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.
180.1102(2) (2)The plan of share exchange shall set forth all of the following:
180.1102(2)(a) (a) The name, form 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.
180.1102(2)(b) (b) The terms and conditions of the exchange.
180.1102(2)(c) (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.
180.1102(3) (3)The plan of share exchange may set forth other provisions relating to the exchange.
180.1102(4) (4)This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
180.1102 History History: 1989 a. 303; 2001 a. 44.
180.1103 180.1103 Action on plan of merger or share exchange.
180.1103(1)(1)Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2), or share exchange for approval by its shareholders.
180.1103(2) (2)Meeting notice. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan.
180.1103(3) (3)Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
180.1103(4) (4)Separate voting by voting groups. Separate voting by voting groups is required on any of the following:
180.1103(4)(a) (a) A plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under s. 180.1004, except as provided in s. 180.1707.
180.1103(4)(b) (b) A plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
180.1103(5) (5)When shareholder approval of merger not required.
180.1103(5)(a)(a) In this subsection:
180.1103(5)(a)1. 1. “Participating shares" means shares that entitle their holders to participate, without limitation, in distributions.
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2017-18 Wisconsin Statutes updated through 2019 Wis. Act 18 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on October 1, 2019. Published and certified under s. 35.18. Changes effective after October 1, 2019, are designated by NOTES. (Published 10-1-19)