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, 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.
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.
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(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 organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation in the manner required under
ch. 185. The restated articles of incorporation shall conform to the requirements of
s. 181.0202 and shall contain a statement that the cooperative 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.
181.1150 History
History: 1997 a. 79.
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)(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.
181.1161(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. 181.0123.
181.1161(3)(f)
(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.
181.1161(3)(g)
(g) Other provisions relating to the conversion, as determined by the business entity.
181.1161(4)
(4) When a conversion is effective, all of the following shall occur:
181.1161(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.
181.1161(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.
181.1161(4)(b)
(b) The business entity continues to have all liabilities of the business entity that was converted.
181.1161(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, 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.
181.1161(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.
181.1161(4)(e)
(e) All other provisions of the plan of conversion apply.
181.1161(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:
181.1161(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.
181.1161(5)(c)
(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.
181.1161(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.
181.1161 History
History: 2001 a. 44.
181.1161 Annotation
Next Economy Legislation: Allowing Complex Business Reorganizations,. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
SALE OF ASSETS
181.1201
181.1201
Sale of assets in regular course of activities and mortgage of assets. 181.1201(1)
(1)
Role of board. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following:
181.1201(1)(a)
(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.
181.1201(1)(b)
(b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of activities.
181.1201(1)(c)
(c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
181.1201(2)
(2) Role of members. Unless required by the articles of incorporation or bylaws, approval of the members or any other person of a transaction described in
sub. (1) is not required.
181.1201 History
History: 1997 a. 79.
181.1202
181.1202
Sale of assets other than in regular course of activities. 181.1202(1)(1)
When permitted. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized under
sub. (2).
181.1202(2)
(2) Approval requirements in general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, the proposed transaction to be authorized must be approved by all of the following:
181.1202(2)(a)
(a) Unless the articles of incorporation or bylaws provide otherwise, the board.
181.1202(2)(b)
(b) The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
181.1202(2)(c)
(c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.
181.1202(3)
(3) Corporation without members. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction 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 sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
181.1202(4)
(4) Notice requirements. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members 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 sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
181.1202(5)
(5) Written consents or ballots. If the board needs to have the transaction 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 a description of the transaction.
181.1202(6)
(6) Abandonment of transaction. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board.
181.1202 History
History: 1997 a. 79.
DISTRIBUTIONS
181.1301
181.1301
Prohibited distributions. Except as provided in
s. 181.1302, a corporation may not make any distributions.
181.1301 History
History: 1997 a. 79.
181.1302
181.1302
Authorized distributions. 181.1302(1)
(1)
Purchase of memberships. A corporation may purchase its memberships if after the purchase is completed all of the following conditions are met:
181.1302(1)(a)
(a) The corporation would be able to pay its debts as they become due in the usual course of its activities.
181.1302(1)(b)
(b) The corporation's total assets would at least equal the sum of its total liabilities.
181.1302(2)
(2) Distributions on dissolution. Corporations may make distributions upon dissolution under
subch. XIV.
181.1302(3)
(3) Distributions to nonprofit corporations. A corporation may make a distribution or other payment to another domestic or foreign corporation, if all of the following conditions are met:
181.1302(3)(a)
(a) The articles of incorporation, or, if the articles of incorporation so provide, the bylaws, state that a distribution or other payment may be made under this subsection.
181.1302(3)(b)
(b) The distribution or other payment is made in accordance with the stated purpose of the corporation.
181.1302(3)(c)
(c) The corporation would be able to pay its debts as they become due in the usual course of its activities.
181.1302(3)(d)
(d) The corporation's total assets would equal at least the sum of its total liabilities.
181.1302(3)(e)
(e) The domestic or foreign corporation to which the distribution or other payment is made may not distribute any part of its income to members, directors or officers and is exempt from taxation under
26 USC 501.
181.1302(4)
(4) Other distributions. A corporation may make a distribution that is not permitted under
subs. (1) to
(3) only if all of the following apply:
181.1302(4)(a)
(a) The articles of incorporation state that a distribution may be made under this subsection.
181.1302(4)(b)
(b) The distribution is made in accordance with the stated purpose of the corporation.
181.1302(4)(c)
(c) The corporation would be able to pay its debts as they become due in the usual course of its activities.
