Wisconsin Legislature: 44,117

Subchapter Xi
Merger; conversion

44,105 Section 105. 181.1100 of the statutes is created to read:

181.1100 Definitions. In this subchapter:

(1) "Business entity" means a domestic business entity and a foreign business entity.

(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).

(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).

44,106 Section 106. 181.1101 (1) of the statutes is amended to read:

181.1101 (1) In general. One or more corporations may merge into a corporation or a stock corporation, 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.

44,107 Section 107. 181.1101 (2) (a) of the statutes is amended to read:

181.1101 (2) (a) The name of each corporation, 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 corporation business entity into which each other corporation business entity plans to merge.

44,108 Section 108. 181.1101 (2) (d) of the statutes is amended to read:

181.1101 (2) (d) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or 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 corporation business entity or into cash or other property in whole or part.

44,109 Section 109. 181.1101 (3) (a) of the statutes is amended to read:

181.1101 (3) (a) If the surviving corporation is a domestic corporation, amendments Amendments to the articles of incorporation or bylaws other similar governing document of the surviving corporation to be effected by the planned merger business entity.

44,110 Section 110. 181.1103 (6) of the statutes is amended to read:

181.1103 (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.

44,111 Section 111. 181.1104 (title) of the statutes is amended to read:

181.1104 (title) Merger of subsidiary or parent.

44,112 Section 112. 181.1104 (1) of the statutes is amended to read:

181.1104 (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 itself 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.

44,113 Section 113. 181.1104 (2) (b) of the statutes is amended to read:

181.1104 (2) (b) The manner and basis of converting the memberships of the subsidiary or parent into memberships or other interests of the parent surviving business entity or any other corporation business entity or into cash or other property in whole or part.

44,114 Section 114. 181.1104 (3) of the statutes is amended to read:

181.1104 (3) Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member or other owner of the subsidiary merging business entity who does not waive the mailing requirement in writing.

44,115 Section 115. 181.1104 (4) of the statutes is amended to read:

181.1104 (4) Filing with department. The parent may not deliver articles of merger to the department for filing until at least 30 10 days after the date on which it mailed a copy of the plan of merger to each member or other owner of the subsidiary merging business entity who did not waive the mailing requirement.

44,116 Section 116. 181.1105 (intro.) of the statutes is amended to read:

181.1105 Articles of merger. (intro.) 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 corporation business entity shall deliver to the department for filing articles of merger that include all of the following information:

44,117 Section 117. 181.1105 (2) of the statutes is amended to read:

181.1105 (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.

44,118 Section 118. 181.1105 (3) (c) of the statutes is created to read:

181.1105 (3) (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.

44,119 Section 119. 181.1105 (5) of the statutes is created to read:

181.1105 (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.

44,120 Section 120. 181.1105 (6) of the statutes is created to read:

181.1105 (6) Other matters. Other provisions relating to the merger, as determined by the surviving business entity.

44,121 Section 121. 181.1106 (1) of the statutes is amended to read:

181.1106 (1) Termination of separate existence. Every other corporation business entity that is a party to the merger merges into the surviving corporation business entity, and the separate existence of every corporation business entity, except the surviving corporation business entity, ceases.

44,122 Section 122. 181.1106 (1m) of the statutes is created to read:

181.1106 (1m) Debts and obligations. (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.

(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).

44,123 Section 123. 181.1106 (2) of the statutes is amended to read:

181.1106 (2) Title to property. The title to all real estate and other property owned by each corporation business entity that is a party to the merger is vested in the surviving corporation business entity without reversion or impairment subject to any conditions to which the property was subject before the merger, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

44,124 Section 124. 181.1106 (3) of the statutes is repealed and recreated to read:

181.1106 (3) Liabilities. The surviving business entity has all liabilities of each business entity that is a party to the merger.

44,125 Section 125. 181.1106 (4) of the statutes is amended to read:

181.1106 (4) Pending proceedings. A civil, criminal, administrative, or investigatory proceeding pending by or against any corporation business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving corporation business entity may be substituted in the proceeding for the corporation business entity whose existence ceased.

44,126 Section 126. 181.1106 (5) of the statutes is repealed and recreated to read:

181.1106 (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.

44,127 Section 127. 181.1106 (6) of the statutes is created to read:

181.1106 (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.

44,128 Section 128. 181.1107 (2) of the statutes is amended to read:

181.1107 (2) Effect of merger. Upon the merger taking effect, the any surviving foreign corporation or foreign stock corporation business entity is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.

44,129 Section 129. 181.1108 of the statutes is amended to read:

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 corporation business entity and that takes effect or remains payable after the merger, inures to the surviving corporation business entity unless the will or other instrument otherwise specifically provides.

44,130 Section 130. 181.1161 of the statutes is created to read:

181.1161 Conversion. (1) (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.

(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.

(2) (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.

(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.

(3) A plan of conversion shall set forth all of the following:

(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.

(b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.

(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.

(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. 181.0123.

(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.

(g) Other provisions relating to the conversion, as determined by the business entity.

(4) When a conversion is effective, all of the following shall occur:

(a) 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.

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.

(b) The business entity continues to have all liabilities of the business entity that was converted.

(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, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

(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.

(e) All other provisions of the plan of conversion apply.

(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:

(a) The plan of conversion.

(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.

(c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion.

(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.

44,131 Section 131. 181.1403 (1) (e) of the statutes is repealed and recreated to read:

181.1403 (1) (e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution.

44,132 Section 132. 181.1421 (1) of the statutes is amended to read:

181.1421 (1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department shall give the corporation written notice of the department's determination by certified first-class mail, return receipt requested, addressed to the corporation's registered agent and to the corporation's principal office, as most recently designated on the records of the department.

44,133 Section 133. 181.1421 (2) of the statutes is repealed and recreated to read:

181.1421 (2) Secondary notices. (a) If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department.

(b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

44,134 Section 134. 181.1421 (4) (b) of the statutes is amended to read: