183.1204(1)(a) (a) The plan of merger.
183.1204(1)(b) (b) 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 under s. 183.0111.
183.1204(1)(c) (c) A statement that the plan was approved by each domestic limited liability company that is a party to the merger in accordance with s. 183.1202, 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.
183.1204(1)(cm) (cm) 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.
183.1204(1)(e) (e) Other provisions relating to the merger, as determined by the surviving business entity.
183.1204(2) (2) A merger takes effect upon the effective date of the articles of merger.
183.1204 History History: 1993 a. 112; 1995 a. 27; 2001 a. 44; 2005 a. 476.
183.1205 183.1205 Effects of merger. A merger has the following effects:
183.1205(1) (1) 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.
183.1205(1m) (1m)
183.1205(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.
183.1205(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).
183.1205(2) (2) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment.
183.1205(3) (3) The surviving business entity has all liabilities of each business entity that is party to the merger.
183.1205(4) (4) 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.
183.1205(5) (5) The articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.
183.1205(6) (6) 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 to their rights under the laws applicable to each business entity that is a party to the merger.
183.1205(7) (7) If the surviving business entity is a foreign business entity, the department is the agent of the surviving foreign business entity for service of process in a proceeding to enforce any obligation of any business entity that is a party to the merger or the rights of the dissenting members or other owners of each business entity that is a party to the merger.
183.1205(8) (8) When a merger takes effect, any surviving foreign business entity of the merger shall promptly pay to the dissenting shareholders of each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to the other domestic business entity.
183.1205 History History: 1993 a. 112; 2001 a. 44; 2005 a. 476.
183.1206 183.1206 Right to object. Unless otherwise provided in an operating agreement, upon receipt of the notice required by s. 183.1202 (5), a member of a limited liability company who did not vote in favor of the merger may, within 20 days after the date of the notice, voluntarily dissociate from the limited liability company under s. 183.0802 (3) and receive fair value for the member's limited liability company interest under s. 183.0604. The rights afforded to shareholders, partners, or other owners of other business entities shall be as required or provided by the laws applicable to the other business entities.
183.1206 History History: 1993 a. 112; 2001 a. 44.
183.1207 183.1207 Conversion.
183.1207(1)(a)(a) A domestic limited liability company 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 limited liability company is converting.
183.1207(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 limited liability company is converting and that relate to the submission and approval of a plan of conversion, the domestic limited liability company shall comply with the procedures that govern a plan of merger under s. 183.1202 for the submission and approval of a plan of conversion.
183.1207(2)(a)(a) A business entity other than a domestic limited liability company may convert to a domestic limited liability company 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.
183.1207(2)(b) (b) A business entity converting into a domestic limited liability company shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.
183.1207(3) (3) A plan of conversion shall set forth all of the following:
183.1207(3)(a) (a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.
183.1207(3)(b) (b) The name, form of business entity, and the identity of the jurisdiction that will govern the business entity after conversion.
183.1207(3)(c) (c) The terms and conditions of the conversion.
183.1207(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.
183.1207(3)(e) (e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 183.0111.
183.1207(3)(f) (f) A copy of the articles of incorporation, article of organization, certificate of limited partnership or other governing document of the business entity after conversion.
183.1207(3)(g) (g) Other provisions relating to the conversion, as determined by the business entity.
183.1207(4) (4) When a conversion is effective, all of the following shall occur:
183.1207(4)(a)1.1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.
183.1207(4)(a)2. 2. If the conversion is from or to a business entity under the laws applicable to which 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 or become so liable for debts and obligations of such 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. This subdivision does not affect liability under any taxation laws.
183.1207(4)(b) (b) The business entity continues to have all liabilities of the business entity that was converted.
183.1207(4)(c) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment.
183.1207(4)(d) (d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.
183.1207(4)(e) (e) All other provisions of the plan of conversion apply.
183.1207(5) (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:
183.1207(5)(a) (a) The plan of conversion.
183.1207(5)(b) (b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.
183.1207(5)(bm) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.
183.1207(5)(c) (c) The registered agent and registered office, record agent and record office, or other similar agent and office of the business entity before and after conversion.
183.1207(6) (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.
183.1207 History History: 2001 a. 44; 2005 a. 476.
183.1207 Annotation Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
subch. XIII of ch. 183 SUBCHAPTER XIII
MISCELLANEOUS
183.1301 183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the department, in the circuit court for Dane County, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the department to file the appropriate articles or other document.
183.1301 History History: 1993 a. 112; 1995 a. 27.
183.1302 183.1302 Rules of construction.
183.1302(1) (1) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
183.1302(2) (2) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
183.1302(3) (3) Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
183.1302 History History: 1993 a. 112.
183.1303 183.1303 Securities law application. An interest in a limited liability company may be a security, as specified in s. 551.102 (28) (e).
183.1303 History History: 1993 a. 112; 2007 a. 196.
183.1305 183.1305 Interstate application. A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign jurisdiction.
183.1305 History History: 1993 a. 112.
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2011-12 Wisconsin Statutes updated though 2013 Wis. Act 380 and all Supreme Court Orders entered before June 30, 2014. Published and certified under s. 35.18. Changes effective after July 1, 2014 are designated by NOTES. (Published 7-1-14)