AB1112,23,1917
(h) In the case of a merger, a statement indicating whether a business entity
18that merged with or into the surviving entity in the merger has a fee simple
19ownership interest in any Wisconsin real estate.
AB1112, s. 28
20Section
28. 180.1105 (1) (c) and (d) of the statutes are renumbered 180.1105
21(1) (am) and (i).
AB1112, s. 29
22Section
29. 180.1106 (1) (b) of the statutes is amended to read:
AB1112,24,523
180.1106
(1) (b) The title to all property owned by each business entity that is
24party to the merger is vested in the surviving business entity without reversion or
25impairment
, provided that, if a merging business entity has an interest in real estate
1in Wisconsin on the date of the merger, the merging business entity shall transfer
2that interest to the business entity surviving the merger and shall execute any real
3estate transfer return required under s. 77.22. The business entity surviving the
4merger shall promptly record the instrument of conveyance under s. 59.43 in the
5office of the register of deeds for each county in which the real estate is located.
AB1112, s. 30
6Section
30. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
AB1112,24,127
180.1130
(3) (a) (intro.) Unless the merger or share exchange is subject to s.
8180.1104
or s. 180.11045, does not alter the contract rights of the shares as set forth
9in the articles of incorporation or does not change or convert in whole or in part the
10outstanding shares of the resident domestic corporation, a merger or share exchange
11of the resident domestic corporation or a subsidiary of the resident domestic
12corporation with any of the following:
AB1112, s. 31
13Section
31. 180.1130 (14) of the statutes is repealed and recreated to read:
AB1112,24,1614
180.1130
(14) "Valuation date" means the time when the closing price of the
15stock is determined on the day before the first public announcement of the proposed
16business combination.
AB1112, s. 32
17Section
32. 180.1140 (11) of the statutes is amended to read:
AB1112,24,2018
180.1140
(11) "Stock acquisition date", with respect to any person, means the
19date that time when that person first becomes an interested stockholder of that
20resident domestic corporation.
AB1112, s. 33
21Section
33. 180.1150 (2) of the statutes is amended to read:
AB1112,25,422
180.1150
(2) Unless otherwise provided in the articles of incorporation of a
23resident domestic corporation
or otherwise specified by the board of directors of the
24resident domestic corporation in accordance with s. 180.0824 (3), and except as
25provided in sub. (3) or as restored under sub. (5), the voting power of shares of a
1resident domestic corporation held by any person, including shares issuable upon
2conversion of convertible securities or upon exercise of options or warrants, in excess
3of 20% of the voting power in the election of directors shall be limited to 10% of the
4full voting power of those shares.
AB1112, s. 34
5Section
34. 180.1161 (4) (c) of the statutes is amended to read:
AB1112,25,146
180.1161
(4) (c) The business entity continues to be vested with title to all
7property owned by the business entity that was converted without reversion or
8impairment
, provided that, if the converting business entity has an interest in real
9estate in Wisconsin on the date of the conversion, the converting business entity shall
10transfer that interest to the business entity surviving the conversion and shall
11execute any real estate transfer return required under s. 77.22. The business entity
12surviving the conversion shall promptly record the instrument of conveyance under
13s. 59.43 in the office of the register of deeds for each county in which the real estate
14is located.
AB1112, s. 35
15Section
35. 180.1161 (5) (bm) of the statutes is created to read:
AB1112,25,1716
180.1161
(5) (bm) A statement indicating whether the business entity that is
17to be converted has a fee simple ownership interest in any Wisconsin real estate.
AB1112, s. 36
18Section
36. 180.1201 (title) of the statutes is amended to read:
AB1112,25,20
19180.1201 (title)
Sale of assets in regular course of business; mortgage
20of assets; transfer of assets to subsidiary.
AB1112, s. 37
21Section
37. 180.1201 (1) (d) of the statutes is created to read:
AB1112,26,222
180.1201
(1) (d) Transfer any or all of its assets to one or more corporations or
23other entities, all of the shares or interests of which are owned by the corporation,
24unless the transfer is in connection with a plan or action involving the sale, exchange,
1or disposal of all or substantially all of the assets of the corporation and requires
2shareholder approval under s. 180.1202.
AB1112, s. 38
3Section
38. 180.1201 (2) of the statutes is amended to read:
AB1112,26,54
180.1201
(2) Unless required by the articles of incorporation, approval by the
5shareholders of a transaction
described permitted in sub. (1) is not required.
AB1112, s. 39
6Section
39. 180.1302 (1) (a) 3. of the statutes is created to read:
AB1112,26,97
180.1302
(1) (a) 3. The issuer corporation is a parent that is merged with its
8subsidiary under s. 180.1104. This subdivision does not apply if all of the following
9are true:
AB1112,26,1210
a. The articles of incorporation of the surviving corporation do not differ from
11the articles of incorporation of the parent before the merger, except for amendments
12specified in s. 180.1002 (1) to (9).
AB1112,26,1613
b. Each shareholder of the parent whose shares were outstanding immediately
14before the effective time of the merger holds the same number of shares with
15identical designations, preferences, limitations, and relative rights, immediately
16after the merger.
AB1112,26,2217
c. The number of voting shares, as defined in s. 180.1103 (5) (a) 2., outstanding
18immediately after the merger, plus the number of voting shares issuable as a result
19of the merger, either by the conversion of securities issued pursuant to the merger
20or the exercise of rights or warrants issued pursuant to the merger, do not exceed by
21more than 20 percent the total number of voting shares of the parent outstanding
22immediately before the merger.
AB1112,27,323
d. The number of participating shares, as defined in s. 180.1103 (5) (a) 1.,
24outstanding immediately after the merger, plus the number of participating shares
25issuable as a result of the merger, either by the conversion of securities issued
1pursuant to the merger or the exercise of rights or warrants issued pursuant to the
2merger, do not exceed by more than 20 percent the total number of participating
3shares of the parent outstanding immediately before the merger.
AB1112, s. 40
4Section
40. 180.1302 (4) of the statutes is amended to read:
AB1112,27,115
180.1302
(4) Except in a business combination or unless Unless the articles of
6incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares
7of any class or series if the shares of the class or series are registered on a national
8securities exchange or quoted on the National Association of Securities Dealers, Inc.,
9automated quotations system on the record date fixed to determine the shareholders
10entitled to notice of a shareholders meeting at which shareholders are to vote on the
11proposed corporate action.
AB1112, s. 41
12Section
41. 181.0121 (1) (a) 4. of the statutes is amended to read:
AB1112,27,1713
181.0121
(1) (a) 4. An application for a certificate of conversion under s.
14181.1161 (5).
The form prescribed under this subdivision shall indicate that if the
15business entity that is to be converted has a fee simple ownership interest in
16Wisconsin real estate, the entity is required to file a report with the department of
17revenue under s. 73.13.
AB1112, s. 42
18Section
42. 181.0121 (2) of the statutes is amended to read:
AB1112,27,2519
181.0121
(2) Permissive forms. The department may prescribe and furnish on
20request forms for other documents required or permitted to be filed by this chapter,
21but use of these forms is not mandatory.
If the department prescribes a form for
22articles of merger under s. 181.1105, the form shall indicate that if a business entity
23that is acquired in the merger has a fee simple ownership interest in Wisconsin real
24estate, the business entity that survives the merger is required to file a report with
25the department of revenue under s. 73.13.
AB1112, s. 43
1Section
43. 181.1105 (1m) of the statutes is created to read:
AB1112,28,52
181.1105
(1m) Statement as to property owned by nonsurviving entity. A
3statement indicating whether a business entity that merged with or into the
4surviving entity in the merger has a fee simple ownership interest in any Wisconsin
5real estate.
AB1112, s. 44
6Section
44. 181.1106 (2) of the statutes is amended to read:
AB1112,28,167
181.1106
(2) Title to property. The title to all real estate and other property
8owned by each business entity that is a party to the merger is vested in the surviving
9business entity without reversion or impairment subject to any conditions to which
10the property was subject before the merger
, provided that, if a merging business
11entity has an interest in real estate in Wisconsin on the date of the merger, the
12merging business entity shall transfer that interest to the business entity surviving
13the merger and shall execute any real estate transfer return required under s. 77.22.
14The business entity surviving the merger shall promptly record the instrument of
15conveyance under s. 59.43 in the office of the register of deeds for each county in
16which the real estate is located.
AB1112, s. 45
17Section
45. 181.1161 (4) (c) of the statutes is amended to read:
AB1112,29,218
181.1161
(4) (c) The business entity continues to be vested with title to all
19property owned by the business entity that was converted without reversion or
20impairment
, provided that, if the converting business entity has an interest in real
21estate in Wisconsin on the date of the conversion, the converting business entity shall
22transfer that interest to the business entity surviving the conversion and shall
23execute any real estate transfer return required under s. 77.22. The business entity
24surviving the conversion shall promptly record the instrument of conveyance under
1s. 59.43 in the office of the register of deeds for each county in which the real estate
2is located.
AB1112, s. 46
3Section
46. 181.1161 (5) (bm) of the statutes is created to read:
AB1112,29,54
181.1161
(5) (bm) A statement indicating whether the business entity that is
5to be converted has a fee simple ownership interest in any Wisconsin real estate.
AB1112, s. 47
6Section
47. 183.0109 (1) (a) 5. of the statutes is amended to read:
AB1112,29,117
183.0109
(1) (a) 5. An application for a certificate of conversion under s.
8183.1207 (5).
The form prescribed under this subdivision shall indicate that if the
9business entity that is to be converted has a fee simple ownership interest in
10Wisconsin real estate, the entity is required to file a report with the department of
11revenue under s. 73.13.
AB1112, s. 48
12Section
48. 183.0109 (2) of the statutes is amended to read:
AB1112,29,1913
183.0109
(2) The department may prescribe, and furnish on request, forms for
14other documents required or permitted to be filed by this chapter, but use of these
15forms is not mandatory.
If the department prescribes a form for articles of merger
16under s. 183.1204, the form shall indicate that if a business entity that is acquired
17in the merger has a fee simple ownership interest in Wisconsin real estate, the
18business entity that survives the merger is required to file a report with the
19department of revenue under s. 73.13.
AB1112, s. 49
20Section
49. 183.1202 (1) of the statutes is amended to read:
AB1112,30,321
183.1202
(1) Unless otherwise provided in an operating agreement
and except
22as provided in s. 180.11045 (2), a limited liability company that is a party to a
23proposed merger shall approve the plan of merger by an affirmative vote of members
24as described in s. 183.0404 (1) (a). Unless otherwise provided in an operating
25agreement or waived by the members, a limited liability company may obtain the
1approving vote of its members only after providing the members with not less than
210 nor more than 50 days' written notice of its intent to merge accompanied by the
3plan of merger.
AB1112, s. 50
4Section
50. 183.1204 (1) (cm) of the statutes is created to read:
AB1112,30,75
183.1204
(1) (cm) A statement indicating whether a business entity that
6merged with or into the surviving entity in the merger has a fee simple ownership
7interest in any Wisconsin real estate.
AB1112, s. 51
8Section
51. 183.1205 (2) of the statutes is amended to read:
AB1112,30,169
183.1205
(2) The title to all property owned by each business entity that is a
10party to the merger is vested in the surviving business entity without reversion or
11impairment
, provided that, if a merging business entity has an interest in real estate
12in Wisconsin on the date of the merger, the merging business entity shall transfer
13that interest to the business entity surviving the merger and shall execute any real
14estate transfer return required under s. 77.22. The business entity surviving the
15merger shall promptly record the instrument of conveyance under s. 59.43 in the
16office of the register of deeds for each county in which the real estate is located.
AB1112, s. 52
17Section
52. 183.1207 (4) (c) of the statutes is amended to read:
AB1112,31,218
183.1207
(4) (c) The business entity continues to be vested with title to all
19property owned by the business entity that was converted without reversion or
20impairment
, provided that, if the converting business entity has an interest in real
21estate in Wisconsin on the date of the conversion, the converting business entity shall
22transfer that interest to the business entity surviving the conversion and shall
23execute any real estate transfer return required under s. 77.22. The business entity
24surviving the conversion shall promptly record the instrument of conveyance under
1s. 59.43 in the office of the register of deeds for each county in which the real estate
2is located.
AB1112, s. 53
3Section
53. 183.1207 (5) (bm) of the statutes is created to read:
AB1112,31,54
183.1207
(5) (bm) A statement indicating whether the business entity that is
5to be converted has a fee simple ownership interest in any Wisconsin real estate.