AB650,43,2221
Subchapter Xi
22
Merger
; conversion
AB650, s. 105
23Section
105. 181.1100 of the statutes is created to read:
AB650,43,24
24181.1100 Definitions. In this subchapter:
AB650,44,2
1(1) "Business entity" means a domestic business entity and a foreign business
2entity.
AB650,44,5
3(2) "Domestic business entity" means a corporation, as defined in s. 180.0103
4(5), a limited liability company, as defined in s. 183.0102 (10), a limited partnership,
5as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).
AB650,44,9
6(3) "Foreign business entity" means a foreign limited liability company, as
7defined in s. 183.0102 (8), a foreign limited partnership, as defined in s. 179.01 (4),
8a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as
9defined in s. 181.0103 (13).
AB650, s. 106
10Section
106. 181.1101 (1) of the statutes is amended to read:
AB650,44,1611
181.1101
(1) In general. One or more corporations may merge
into a
12corporation or a stock corporation, with or into one or more other business entities 13if the plan of merger is approved as provided in s. 181.1103
and if the merger is
14permitted under the applicable law of the jurisdiction that governs each other
15business entity that is a party to the merger and each business entity approves the
16plan of merger in the manner required by the laws applicable to the business entity.
AB650, s. 107
17Section
107. 181.1101 (2) (a) of the statutes is amended to read:
AB650,44,2218
181.1101
(2) (a) The name
of each corporation, form of business entity, and
19identity of the jurisdiction governing each business entity planning to merge and the
20name
, form of business entity, and identity of the jurisdiction of the surviving
21corporation business entity into which each other
corporation business entity plans
22to merge.
AB650, s. 108
23Section
108. 181.1101 (2) (d) of the statutes is amended to read:
AB650,45,324
181.1101
(2) (d) The manner and basis, if any, of converting
memberships of
25each merging corporation into memberships, obligations or the shares or other
1interests in each business entity that is a party to the merger into shares, interests,
2obligations, or other securities of the surviving
business entity or any other
3corporation business entity or into cash or other property in whole or part.
AB650, s. 109
4Section
109. 181.1101 (3) (a) of the statutes is amended to read:
AB650,45,85
181.1101
(3) (a)
If the surviving corporation is a domestic corporation,
6amendments Amendments to the articles of incorporation or
bylaws other similar
7governing document of the surviving
corporation to be effected by the planned
8merger business entity.
AB650, s. 110
9Section
110. 181.1103 (6) of the statutes is amended to read:
AB650,45,1610
181.1103
(6) Abandonment of planned merger. After a merger is adopted, and
11at any time before articles of merger are filed, the planned merger may be
12abandoned, subject to any contractual rights, without further action by members or
13other persons who approved the plan
, in accordance with the procedure set forth in
14the plan of merger or, if none is set forth, in the manner determined by the board
or
15other similar governing body of any other business entity that is a party to the
16merger.
AB650, s. 111
17Section
111. 181.1104 (title) of the statutes is amended to read:
AB650,45,18
18181.1104 (title)
Merger of subsidiary
or parent.
AB650, s. 112
19Section
112. 181.1104 (1) of the statutes is amended to read:
AB650,45,2420
181.1104
(1) Member approval not required. A parent corporation that is a
21member with at least 90% of the voting rights in a subsidiary corporation may merge
22the subsidiary into
itself the parent or the parent into the subsidiary without
23approval of the members of the parent or
the members or other owners of the 24subsidiary.
AB650, s. 113
25Section
113. 181.1104 (2) (b) of the statutes is amended to read:
AB650,46,4
1181.1104
(2) (b) The manner and basis of converting the memberships of the
2subsidiary
or parent into memberships
or other interests of the
parent surviving
3business entity or any other
corporation business entity or into cash or other
4property in whole or part.
AB650, s. 114
5Section
114. 181.1104 (3) of the statutes is amended to read:
AB650,46,86
181.1104
(3) Notice requirement. The parent shall mail a copy or summary
7of the plan of merger to each member
or other owner of the
subsidiary merging
8business entity who does not waive the mailing requirement in writing.
AB650, s. 115
9Section
115. 181.1104 (4) of the statutes is amended to read:
AB650,46,1310
181.1104
(4) Filing with department. The parent may not deliver articles of
11merger to the department for filing until at least
30
10 days after the date on which
12it mailed a copy of the plan of merger to each member
or other owner of the
subsidiary 13merging business entity who did not waive the mailing requirement.
AB650, s. 116
14Section
116. 181.1105 (intro.) of the statutes is amended to read:
AB650,46,20
15181.1105 Articles of merger. (intro.) After a plan of merger is approved by
16the board, and, if required under s. 181.1103, by the members and any other persons,
17and by each other business entity that is a party to the merger in the manner
18required by the laws applicable to the business entity, the surviving or acquiring
19corporation business entity shall deliver to the department for filing articles of
20merger that include all of the following information:
AB650, s. 117
21Section
117. 181.1105 (2) of the statutes is amended to read:
AB650,46,2522
181.1105
(2) If member approval not required. If approval of members was
23not required, a statement to that effect and a statement that the plan was approved
24by a sufficient vote of the board
and by each other business entity that is a party to
25the merger in the manner required by the laws applicable to the business entity.
AB650, s. 118
1Section
118. 181.1105 (3) (c) of the statutes is created to read:
AB650,47,42
181.1105
(3) (c) A statement that the plan was approved by each other business
3entity that is a party to the merger in the manner required by the laws applicable
4to the business entity.
AB650, s. 119
5Section
119. 181.1105 (5) of the statutes is created to read:
AB650,47,86
181.1105
(5) Effective date and time. The effective date and time of the
7merger, if the merger is to take effect at a time other than the close of business on
8the date of filing the articles of merger, as provided under s. 181.0123.
AB650, s. 120
9Section
120. 181.1105 (6) of the statutes is created to read:
AB650,47,1110
181.1105
(6) Other matters. Other provisions relating to the merger, as
11determined by the surviving business entity.
AB650, s. 121
12Section
121. 181.1106 (1) of the statutes is amended to read:
AB650,47,1613
181.1106
(1) Termination of separate existence. Every other
corporation 14business entity that is a party to the merger merges into the surviving
corporation 15business entity, and the separate existence of every
corporation business entity, 16except the surviving
corporation business entity, ceases.
AB650, s. 122
17Section
122. 181.1106 (1m) of the statutes is created to read:
AB650,47,2318
181.1106
(1m) Debts and obligations. If the merger is with or into a business
19entity under the laws applicable to which one or more of the owners of the business
20entity is liable for the debts and obligations of the business entity, the owner or
21owners are so liable only for the debts and obligations accrued during the period or
22periods in which such laws are applicable. This subsection does not affect liability
23under any taxation laws.
AB650, s. 123
24Section
123. 181.1106 (2) of the statutes is amended to read:
AB650,48,10
1181.1106
(2) Title to property. The title to all real estate and other property
2owned by each
corporation business entity that is a party to the merger is vested in
3the surviving
corporation business entity without reversion or impairment subject
4to any conditions to which the property was subject before the merger, provided that,
5if a merging business entity has an interest in real estate in Wisconsin on the date
6of the merger, the merging business entity shall transfer that interest to the business
7entity surviving the merger and shall execute any real estate transfer return
8required under s. 77.22. The business entity surviving the merger shall promptly
9record the instrument of conveyance under s. 59.43 in the office of the register of
10deeds for each county in which the real estate is located.
AB650, s. 124
11Section
124. 181.1106 (3) of the statutes is repealed and recreated to read:
AB650,48,1312
181.1106
(3) Liabilities. The surviving business entity has all liabilities of
13each business entity that is a party to the merger.
AB650, s. 125
14Section
125. 181.1106 (4) of the statutes is amended to read:
AB650,48,1915
181.1106
(4) Pending proceedings. A civil, criminal, administrative
, or
16investigatory proceeding pending
by or against any
corporation business entity that
17is a party to the merger may be continued as if the merger did not occur
, or the
18surviving
corporation business entity may be substituted in the proceeding for the
19corporation business entity whose existence ceased.
AB650, s. 126
20Section
126. 181.1106 (5) of the statutes is repealed and recreated to read:
AB650,48,2421
181.1106
(5) Articles of incorporation or other similar governing document. 22The articles of incorporation, articles of organization, certificate of limited
23partnership, or other similar governing document shall be amended to the extent
24provided in the plan of merger.
AB650, s. 127
25Section
127. 181.1106 (6) of the statutes is created to read:
AB650,49,6
1181.1106
(6) Ownership interests. The shares or other interests of each
2business entity that is party to the merger that are to be converted into shares,
3interests, obligations, or other securities of the surviving business entity or any other
4business entity or into cash or other property are converted, and the former holders
5of the shares or interests are entitled only to the rights provided in the articles of
6merger or under laws applicable to each business entity that is party to the merger.
AB650, s. 128
7Section
128. 181.1107 (2) of the statutes is amended to read:
AB650,49,118
181.1107
(2) Effect of merger. Upon the merger taking effect,
the any 9surviving foreign
corporation or foreign stock corporation business entity is deemed
10to have irrevocably appointed the department as its agent for service of process in
11any proceeding brought against it.
AB650, s. 129
12Section
129. 181.1108 of the statutes is amended to read:
AB650,49,17
13181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or
14promise contained in a will or other instrument of donation, subscription, or
15conveyance, that is made to a constituent
corporation
business entity and that takes
16effect or remains payable after the merger, inures to the surviving
corporation 17business entity unless the will or other instrument otherwise specifically provides.
AB650, s. 130
18Section
130. 181.1161 of the statutes is created to read:
AB650,49,22
19181.1161 Conversion. (1) (a) A domestic corporation may convert to another
20form of business entity if it satisfies the requirements under this section and if the
21conversion is permitted under the applicable law of the jurisdiction that governs the
22organization of the business entity into which the domestic corporation is converting.
AB650,50,323
(b) In addition to satisfying any applicable legal requirements of the
24jurisdiction that governs the organization of the business entity into which the
25domestic corporation is converting and that relate to the submission and approval
1of a plan of conversion, the domestic corporation shall comply with the procedures
2that govern a plan of merger under s. 181.1103 for the submission and approval of
3a plan of conversion.
AB650,50,7
4(2) (a) A business entity other than a domestic corporation may convert to a
5domestic corporation if it satisfies the requirements under this section and if the
6conversion is permitted under the applicable law of the jurisdiction that governs the
7business entity.
AB650,50,108
(b) A business entity converting into a domestic corporation shall comply with
9the procedures that govern the submission and approval of a plan of conversion of
10the jurisdiction that governs the business entity.
AB650,50,11
11(3) A plan of conversion shall set forth all of the following:
AB650,50,1312
(a) The name, form of business entity, and the identity of the jurisdiction
13governing the business entity that is to be converted.
AB650,50,1514
(b) The name, form of business entity, and the identity of the jurisdiction that
15will govern the new business entity.
AB650,50,1616
(c) The terms and conditions of the conversion.
AB650,50,1917
(d) The manner and basis of converting the shares or other ownership interests
18of the business entity that is to be converted into the shares or other ownership
19interests of the new form of business entity.
AB650,50,2220
(e) The effective date and time of the conversion, if the conversion is to be
21effective other than at the close of business on the date of filing the certificate of
22conversion, as provided under s. 181.0123.
AB650,50,2523
(f) A copy of the articles of incorporation, articles of organization, certificate of
24limited partnership, or other similar governing document of the business entity after
25conversion.
AB650,51,2
1(g) Other provisions relating to the conversion, as determined by the business
2entity.
AB650,51,3
3(4) When a conversion is effective, all of the following shall occur:
AB650,51,84
(a) 1. Except with respect to taxation laws of each jurisdiction that are
5applicable upon the conversion of the business entity, the business entity that was
6converted is no longer subject to the applicable law of the jurisdiction that governed
7the organization of the prior form of business entity and is subject to the applicable
8law of the jurisdiction that governs the new form of business entity.
AB650,51,139
2. If the conversion is from or to a business entity under the laws applicable to
10which one or more of the owners thereof is liable for the debts and obligations of such
11business entity, such owner or owners shall be so liable only for debts and obligations
12accrued during the period or periods in which such laws are applicable. This
13subdivision does not affect liability under any taxation laws.
AB650,51,1514
(b) The business entity continues to have all liabilities of the business entity
15that was converted.
AB650,51,2316
(c) The business entity continues to be vested with title to all property owned
17by the business entity that was converted without reversion or impairment, provided
18that, if the converting business entity has an interest in real estate in Wisconsin on
19the date of the conversion, the converting business entity shall transfer that interest
20to the business entity surviving the conversion and shall execute any real estate
21transfer return required under s. 77.22. The business entity surviving the
22conversion shall promptly record the instrument of conveyance under s. 59.43 in the
23office of the register of deeds for each county in which the real estate is located.
AB650,52,3
1(d) The articles of incorporation, articles of organization, certificate of limited
2partnership, or other similar governing document, whichever is applicable, of the
3business entity are as provided in the plan of conversion.
AB650,52,44
(e) All other provisions of the plan of conversion apply.
AB650,52,7
5(5) After a plan of conversion is submitted and approved, the business entity
6that is to be converted shall deliver to the department for filing a certificate of
7conversion that includes all of the following:
AB650,52,88
(a) The plan of conversion.
AB650,52,119
(b) A statement that the plan of conversion was approved in accordance with
10the applicable law of the jurisdiction that governs the organization of the business
11entity.
AB650,52,1412
(c) The registered agent and registered office, the record agent and record
13office, or other similar agent and office of the business entity before and after
14conversion.
AB650,52,17
15(6) Any civil, criminal, administrative, or investigatory proceeding that is
16pending by or against a business entity that is converted may be continued by or
17against the business entity after the effective date of conversion.
AB650, s. 131
18Section
131. 181.1403 (1) (e) of the statutes is repealed and recreated to read:
AB650,52,2119
181.1403
(1) (e) If approval by members is required, a statement that
20dissolution was approved by a sufficient vote of the members of each class entitled
21to vote on dissolution.
AB650, s. 132
22Section
132. 181.1421 (1) of the statutes is amended to read:
AB650,53,323
181.1421
(1) Notice of determination. If the department determines that one
24or more grounds exist under s. 181.1420 for dissolving a corporation, the department
25shall give the corporation written notice of the department's determination by
1certified first-class mail,
return receipt requested, addressed to the corporation's
2registered agent
and to the corporation's principal office, as most recently designated
3on the records of the department.
AB650, s. 133
4Section
133. 181.1421 (2) of the statutes is repealed and recreated to read:
AB650,53,85
181.1421
(2) Secondary notices. (a) If a notice under sub. (1) is returned to
6the department as undeliverable, the department shall again give the corporation
7notice by first-class mail, addressed to the principal office of the corporation, as most
8recently designated in the records of the department.
AB650,53,129
(b) If the notice under par. (a) is returned to the department as undeliverable
10or if the corporation's principal office cannot be determined from the records of the
11department, the department shall give the notice by publishing a class 2 notice under
12ch. 985 in the official state newspaper.
AB650, s. 134
13Section
134. 181.1421 (4) (b) of the statutes is amended to read:
AB650,53,2014
181.1421
(4) (b) If the corporation fails to satisfy par. (a), the department shall
15administratively dissolve the corporation
by issuing a certificate of dissolution that
16recites each ground for dissolution and its effective date. The department shall
file
17the original of the certificate and shall provide notice to enter a notation in the
18department's records to reflect each ground for dissolution and the effective date of
19dissolution and shall give the corporation
of the certificate notice of those facts in the
20same manner as a notice of determination under subs. (1) and (2).
AB650, s. 135
21Section
135. 181.1422 (2) (a) (intro.) of the statutes is amended to read: