181.1022(2) (2)Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
181.1022(3) (3)Voting requirements. Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
181.1022 History History: 1997 a. 79.
181.1030 181.1030 Approval by 3rd persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of the person.
181.1030 History History: 1997 a. 79.
subch. XI of ch. 181 SUBCHAPTER XI
MERGER; CONVERSION
181.1100 181.1100 Definitions. In this subchapter:
181.1100(1) (1) "Business entity" means a domestic business entity and a foreign business entity.
181.1100(2) (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (10), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).
181.1100(3) (3) "Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), 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).
181.1100 History History: 2001 a. 44.
181.1101 181.1101 Approval of plan of merger.
181.1101(1) (1) In general. One or more corporations may merge with or into one or more other business entities if the plan of merger is approved as provided in s. 181.1103 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 business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
181.1101(2) (2)Required information. The plan of merger shall include all of the following information:
181.1101(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.
181.1101(2)(b) (b) The terms and conditions of the planned merger.
181.1101(2)(d) (d) The manner and basis, if any, 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.
181.1101(3) (3)Permitted information. The plan of merger may include any of the following:
181.1101(3)(a) (a) Amendments to the articles of incorporation or other similar governing document of the surviving business entity.
181.1101(3)(b) (b) Other provisions relating to the planned merger.
181.1101 History History: 1997 a. 79; 2001 a. 44.
181.1103 181.1103 Action on plan by board, members and 3rd persons.
181.1103(1)(1) Corporations without members with voting rights. If the corporation does not have members with voting rights, the plan of merger must be approved by a majority of the directors in office at the time the plan of merger is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed plan of merger.
181.1103(2) (2)Corporations with voting members. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, a plan of merger to be adopted by a corporation with voting members shall be approved by all of the following:
181.1103(2)(a) (a) Unless the articles of incorporation provide otherwise, the board.
181.1103(2)(b) (b) The members with voting rights, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
181.1103(2)(c) (c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.
181.1103(3) (3)Notice requirements. If the board seeks to have the plan of merger approved by the members at a membership meeting, the corporation shall give notice, to its members with voting rights, of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.
181.1103(4) (4)Written consents or ballots. If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.
181.1103(5) (5)Class voting. Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would require the class of members to vote as a class on the proposed amendment under s. 181.1004 or 181.1022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
181.1103(6) (6)Abandonment of planned merger. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board or other similar governing body of any other business entity that is a party to the merger.
181.1103 History History: 1997 a. 79; 2001 a. 44.
181.1104 181.1104 Merger of subsidiary or parent.
181.1104(1) (1) Member approval not required. A parent corporation that is a member with at least 90% of the voting rights in a subsidiary corporation may merge the subsidiary into the parent or the parent into the subsidiary without approval of the members of the parent or the members or other owners of the subsidiary.
181.1104(2) (2)Plan of merger. The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:
181.1104(2)(a) (a) The names of the parent and subsidiary.
181.1104(2)(b) (b) The manner and basis of converting the memberships of the subsidiary or parent into memberships or other interests of the surviving business entity or any other business entity or into cash or other property in whole or part.
181.1104(3) (3)Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member or other owner of the merging business entity who does not waive the mailing requirement in writing.
181.1104(4) (4)Filing with department. The parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each member or other owner of the merging business entity who did not waive the mailing requirement.
181.1104(5) (5)Certain amendments prohibited. Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in s. 181.1002.
181.1104 History History: 1997 a. 79; 2001 a. 44.
181.1105 181.1105 Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger that include all of the following information:
181.1105(1) (1)Plan. The plan of merger.
181.1105(1m) (1m)Statement as to property owned by nonsurviving entity. A statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.
181.1105(2) (2)If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.
181.1105(3) (3)If member approval required. If approval by members is required, all of the following:
181.1105(3)(a) (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.
181.1105(3)(b) (b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
181.1105(3)(c) (c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.
181.1105(4) (4)If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained.
181.1105(5) (5)Effective date and time. The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 181.0123.
181.1105(6) (6)Other matters. Other provisions relating to the merger, as determined by the surviving business entity.
181.1105 History History: 1997 a. 79; 2001 a. 44; 2005 a. 476.
181.1106 181.1106 Effect of merger. When a merger takes effect all of the following occur:
181.1106(1) (1)Termination of separate existence. Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.
181.1106(1m) (1m)Debts and obligations.
181.1106(1m)(a)(a) If, under the laws applicable to a business 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 accrued during the period or periods in which such laws are applicable to such owner or owners.
181.1106(1m)(b) (b) If, under the laws applicable to 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 to the extent provided in such laws, but only for such debts and obligations accrued 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 par. (a).
181.1106(1m)(c) (c) This subsection does not affect liability under any taxation laws.
181.1106(2) (2)Title to property. The title to all real estate and other property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment subject to any conditions to which the property was subject before the merger.
181.1106(3) (3)Liabilities. The surviving business entity has all liabilities of each business entity that is a party to the merger.
181.1106(4) (4)Pending proceedings. A civil, criminal, administrative, or investigatory proceeding pending by or against any business 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 entity whose existence ceased.
181.1106(5) (5)Articles of incorporation or other similar governing document. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document shall be amended to the extent provided in the plan of merger.
181.1106(6) (6)Ownership interests. The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or under laws applicable to each business entity that is party to the merger.
181.1106 History History: 1997 a. 79; 2001 a. 44, 105; 2005 a. 476.
181.1107 181.1107 Merger with foreign corporation or foreign stock corporation.
181.1107(1)(1) When permitted. One or more foreign corporations or foreign stock corporations may merge with one or more domestic corporations if all of the following conditions are met:
181.1107(1)(a) (a) The merger is permitted by the law of the state or country under whose law each foreign corporation or stock corporation is incorporated and each foreign corporation or stock corporation complies with that law in effecting the merger.
181.1107(1)(b) (b) The foreign corporation or stock corporation complies with s. 181.1105 if it is the surviving corporation of the merger.
181.1107(1)(c) (c) Each domestic corporation complies with the applicable provisions of ss. 181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s. 181.1105.
181.1107(2) (2)Effect of merger. Upon the merger taking effect, any surviving foreign business entity is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.
181.1107 History History: 1997 a. 79; 2001 a. 44.
181.1108 181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent business entity and that takes effect or remains payable after the merger, inures to the surviving business entity unless the will or other instrument otherwise specifically provides.
181.1108 History History: 1997 a. 79; 2001 a. 44.
181.1150 181.1150 Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 185 or 193. The restated articles of incorporation or organization shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation or organization.
181.1150 History History: 1997 a. 79; 2005 a. 441.
181.1161 181.1161 Conversion.
181.1161(1)(a)(a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.
181.1161(1)(b) (b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion.
181.1161(2)(a)(a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.
181.1161(2)(b) (b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.
181.1161(3) (3) A plan of conversion shall set forth all of the following:
181.1161(3)(a) (a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.
181.1161(3)(b) (b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.
181.1161(3)(c) (c) The terms and conditions of the conversion.
181.1161(3)(d) (d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.
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2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Sept. 3, 2014. Published and certified under s. 35.18. Changes effective after Sept. 3, 2014 are designated by NOTES. (Published 9-3-14)