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2. Except as provided in subd. 3., the manner and basis of converting
10membership or ownership interests in the parent and each subsidiary that is party
11to the merger, as applicable, into membership or ownership interests in the surviving
12business entity, money, or other property.
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3. If the parent is party to the merger but is not the surviving business entity
14and if the surviving business entity is a cooperative, a provision for the pro rata
15issuance of membership interests of the surviving business entity to the holders of
16membership interests in the parent on surrender of any certificates for shares of the
17parent.
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4. If the surviving business entity is a subsidiary cooperative, a statement of
19any amendments to the articles of the surviving business entity that will be part of
20the merger.
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(c) If the parent is party to the merger but is not the surviving business entity,
22the plan under par. (b) shall be approved by the affirmative vote of the holders of a
23majority of the voting power of all membership interests of the parent entitled to vote
24at a regular or special meeting.
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1(2) Notice. No later than 10 days after the effective date of the merger, the
2board of the parent shall give notice of the merger, including a copy of the plan of
3merger, to each member of each subsidiary that is party to the merger.
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4(3) Articles of merger. The board of the parent shall file with the department
5articles of merger, signed by the chairperson or his or her designee, containing all of
6the following:
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(a) The plan of merger.
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(b) The number of outstanding membership interests of each class and series
9of each subsidiary that is party to the merger, other than the classes or series that,
10absent this section, would not be entitled to vote on a merger, and the number of such
11membership interests owned by the parent.
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(c) A statement that the plan of merger has been approved by the parent under
13this section.
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14(5) Certificate. If the business entity surviving the merger is organized under
15the laws of this state, the department shall issue a certificate of organization to the
16business entity upon receipt of the articles of merger.
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17(6) Rights of dissenting owners. If, immediately prior to a merger under this
18section, a business entity that is party to the merger is owned, at least in part, by
19persons other than the parent or an affiliate of the parent, those persons have
20dissenters' rights under the law governing that business entity's organization.
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21(7) Nonexclusivity. Mergers authorized under sub. (1) (a) may instead be
22accomplished under s. 193.801, in which case this section does not apply.
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23193.807 Effective date; effect of merger or consolidation. (1) Effective
24date. Unless a later date is provided in the plan of merger or consolidation or is
1required under other applicable law, a merger or consolidation is effective when the
2articles of merger or consolidation are filed with the department.
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3(2) Effect of merger or consolidation. All of the following occur when a
4merger or consolidation takes effect:
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(a) All business entities that are party to the merger or consolidation become
6the business entity surviving the merger or consolidation, as designated in the plan,
7and the separate existence of every business entity that is party to the merger or
8consolidation, except the business entity surviving the merger or consolidation,
9ceases.
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(b) The title to all property owned by each business entity that is party to the
11merger or consolidation is vested in the surviving business entity without reversion
12or impairment.
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(c) If, under the laws applicable to a business entity that is a party to the merger
14or consolidation, one or more of the owners thereof is liable for the debts and
15obligations of such business entity, such owner or owners shall continue to be liable
16for the debts and obligations of the business entity, but only for such debts and
17obligations accrued during the period or periods in which such laws are applicable
18to such owner or owners. This paragraph does not affect liability under any taxation
19laws.
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(d) If, under the laws applicable to the surviving business entity, one or more
21of the owners thereof is liable for the debts and obligations of such business entity,
22the owner or owners of a business entity that is party to the merger, other than the
23surviving business entity, who become subject to such laws shall be liable for the
24debts and obligations of the surviving business entity to the extent provided in such
25laws, but only for such debts and obligations accrued after the merger or
1consolidation. The owner or owners of the surviving business entity prior to the
2merger shall continue to be liable for the debts and obligations of the surviving
3business entity to the extent provided in par. (c). This paragraph does not affect
4liability under any taxation laws.
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(e) The surviving business entity has all liabilities of each business entity that
6is party to the merger or consolidation.
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(f) A civil, criminal, administrative, or investigatory proceeding pending by or
8against any business entity that is a party to the merger or consolidation may be
9continued as if the merger or consolidation did not occur, or the surviving business
10entity may be substituted in the proceeding for the business entity whose existence
11ceased.
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(g) The articles or other similar governing document of the surviving business
13entity shall be amended to the extent provided in the plan.
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(h) The interests of each business entity that is party to the merger that are to
15be converted into shares, interests, obligations, or other securities of the surviving
16business entity or any other business entity or into cash or other property are
17converted, and the former holders of the interests are entitled only to the rights
18provided in the articles of merger or consolidation to their dissenters' rights under
19the laws applicable to each business entity that is party to the merger.
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20193.835 Abandonment of merger. (1) Authority and procedure. A merger
21may be abandoned before it takes effect by any of the following means:
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(b) An abandonment may be approved at a meeting by the affirmative vote of
23the holders of a majority of the voting power of the membership interests of each
24cooperative that is party to the merger who are entitled to vote on the approval of the
25plan of merger, except that the board of a cooperative that is party to the merger may
1approve the abandonment if no members of that cooperative are entitled to vote. In
2addition to the other requirements of this paragraph, if a business entity other than
3a cooperative is party to the merger, an abandonment may only be approved by
4taking any actions to approve the abandonment that are required by the laws under
5which the business entity is organized.
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(c) An abandonment may be approved as provided in the plan of merger.
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(d) An abandonment may be approved by adoption, by the board of any
8cooperative that is party to the merger, of a resolution abandoning the merger,
9subject to the contract rights of any other person under the plan of merger. If a
10business entity other than a cooperative is party to the merger, an abandonment may
11be approved by a resolution of the governing body of the business entity adopted
12according to the laws under which the business entity is organized, subject to the
13contract rights of any other person under the plan of merger.
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14(2) Articles of abandonment. The board or other governing body of any
15business entity that approves an abandonment under sub. (1) shall file with the
16department articles of abandonment that contain all of the following:
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(a) The names of the business entities that were party to the proposed merger.
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(b) The provisions under sub. (1) under which the proposed merger is
19abandoned.
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(c) If the proposed merger is abandoned under sub. (1) (d), the text of the
21resolution approving the abandonment.
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subchapter IX
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Dissolution
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24193.905 Voluntary dissolution; winding up. (1) Notice of dissolution. 25To initiate a voluntary dissolution the board shall file with the department a notice
1of intent to dissolve. The board may not file a notice under this subsection unless the
2notice is approved by affirmative vote of the members.
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3(1m) Collection and payment of debts. After a notice is filed under sub. (1),
4the board shall proceed as soon as possible to collect, or make provision for the
5collection of, all unpaid subscriptions for shares and all other debts owing to the
6cooperative and pay, or make provision for the payment of, all debts, obligations, and
7liabilities of the cooperative according to the priority accorded to the debts,
8obligation, and liabilities, by law.
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9(2) Transfer of assets. After a notice is filed under sub. (1), the board may
10lease or dispose of all or substantially all of the property and assets of the cooperative
11without a vote of the members.
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12(3) Distribution to members and former members. Any property of the
13cooperative remaining after discharge of the cooperative's debts, obligations, and
14liabilities may be distributed to the members and former members as provided in the
15bylaws.
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16(4) Unclaimed assets. (a) If the articles or bylaws so provide, assets
17distributable in the course of the dissolution of a cooperative that remain unclaimed
18as provided in this paragraph may be forfeited to the cooperative in the manner set
19forth in s. 185.03 (10), except that the board, a committee designated by the board
20to liquidate the cooperative's assets, or a court, trustee, or other person authorized
21to liquidate the assets of the cooperative may declare the funds forfeited, give the
22notice, determine the purpose or purposes, and dedicate the funds as provided under
23s. 185.03 (10) and except that any of these persons may declare the funds forfeited
24no earlier than 2 years and no later than 5 years after the funds are first made
25available to their owners in the course of the liquidation of the cooperative.
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1(b) Assets distributable in the course of the dissolution of a cooperative that are
2not forfeited under par. (a) shall be reported and delivered to the state treasurer as
3provided under ch. 177.
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4(5) Articles of dissolution. After payment of all debts, obligations, and
5liabilities of the cooperative has been made or provided for as required under sub.
6(1m) and the remaining property of the cooperative has been distributed as provided
7under sub. (3) or otherwise disposed of under sub. (4), the board shall file with the
8department articles of dissolution. The articles of dissolution shall state all of the
9following, as applicable:
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(a) That all debts, obligations, and liabilities of the cooperative have been paid
11or adequate provisions have been made for their payment or time periods during
12which claims may be made against the cooperative have expired and no other claims
13are outstanding.
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(b) That the remaining assets of the cooperative have been distributed to the
15members, pursuant to a liquidation authorized by the members, or as provided under
16sub. (4).
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(c) That legal, administrative, or arbitration proceedings by or against the
18cooperative are not pending or adequate provision has been made for the satisfaction
19of a judgment, order, or decree that may be entered against the cooperative in such
20a pending proceeding.
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21(6) Effective date. A cooperative is dissolved upon the filing of the articles of
22dissolution as required under sub. (5).
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23(7) Certificate. Upon accepting articles of dissolution for filing, the
24department shall issue to the dissolved cooperative or its legal representative a
25certificate of dissolution that contains all of the following:
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1(a) The name of the dissolved cooperative.
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(b) The date the articles of dissolution were filed with the department.
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(c) A statement that the cooperative is dissolved.
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4193.911 Revocation of dissolution proceedings. (1) Authority to revoke. 5Dissolution proceedings under s. 193.905 may be revoked before the articles of
6dissolution are filed with the department as required under s. 193.905 (5).
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7(2) Revocation by members. The chairperson may call a members' meeting to
8submit to the members the question of revoking dissolution proceedings under s.
9193.905. The dissolution proceedings are revoked if the proposed revocation is
10approved at the members' meeting by a majority of the votes cast or, for a cooperative
11with articles or bylaws requiring more than majority approval or other conditions for
12approval, by a sufficient vote as required under the articles or bylaws or by satisfying
13the other conditions for approval.
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14(3) Filing with the department. The chairperson of the board or the records
15officer shall file with the department a notice of revocation promptly after the
16revocation is approved as provided under sub. (2). The revocation is effective upon
17filing of the notice under this subsection.
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18193.925 Court-supervised voluntary dissolution. After a notice of intent
19to dissolve is filed as required under s. 193.905 (1) and before a certificate of
20dissolution is issued under s. 193.905 (7), the cooperative or, for good cause shown,
21a member or creditor of the cooperative may petition the circuit court for the county
22where the registered address of the cooperative is located to have the dissolution
23conducted under the supervision of the court. Section 193.905 does not apply to a
24dissolution conducted under the supervision of the court under this section. Section
25193.911 applies to a dissolution conducted under the supervision of the court under
1this section. The court may grant equitable relief that it deems appropriate in a
2dissolution conducted under its supervision under this section, if the supervision
3resulted from an application by the cooperative.
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4193.931 Involuntary dissolution. (1) Causes of action. (a) A member may
5bring an action against a cooperative for dissolution, liquidation, and equitable relief
6if any of the following apply:
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1. The directors or the persons having the authority otherwise vested in the
8board are deadlocked in the management of the cooperative's affairs and the
9members are unable to break the deadlock.
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2. The directors or those in control of the cooperative have acted fraudulently,
11illegally, or in a manner unfairly prejudicial toward one or more members in their
12capacities as members, directors, or officers.
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3. For a period that includes the time when 2 consecutive regular members'
14meetings were held, the members failed to elect successors to directors whose terms
15expired or would have expired upon the election and qualification of their successors.
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4. The cooperative's assets are being misapplied or wasted.
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5. The cooperative's period of duration as provided in the articles has expired
18and has not been lawfully extended.
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(b) A creditor may bring an action against a cooperative for dissolution,
20liquidation, and equitable relief if any of the following apply:
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1. The creditor has obtained a money judgment against the cooperative and an
22execution on that judgment has been returned unsatisfied.
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2. The cooperative has admitted in writing that a claim of the creditor against
24the cooperative is due and owing and that the cooperative is unable to pay its debts
25in the ordinary course of business.
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1(c) Except as provided in sub. (1m), the attorney general may bring an action
2against a cooperative for dissolution and liquidation, and for equitable relief for
3persons other than the attorney general, if any of the following apply:
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1. The articles and certificate of organization of the cooperative were procured
5through fraud.
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2. The cooperative was organized for a purpose prohibited by state law or not
7permitted by this chapter.
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3. The cooperative has knowingly, with intentional disregard of the harm that
9the provision is intended to avert, violated a provision of this chapter, has violated
10a provision of this chapter more than once, or has violated more than one provision
11of this chapter.
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4. The actions of the cooperative, or its failure to act, constitutes surrender or
13abandonment of the business of the cooperative.
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14(1m) Notice to cooperative by attorney general. The attorney general may
15not commence an action under sub. (1) (c) until 30 days after giving notice to the
16cooperative of the reason for the action. If the reason for the action is an act that the
17cooperative has done or failed to do and the act or omission may be corrected by
18amending the articles or bylaws or by performing or abstaining from the act, the
19attorney general shall give the cooperative 30 additional days to make the correction
20before filing the action. If the cooperative makes the correction before the expiration
21of the 30 additional days, the attorney general may not bring an action under sub.
22(1) (c) based upon that act or omission.
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23(2) Financial condition of cooperative. In determining whether to order a
24remedy in an action under sub. (1), the court shall consider the financial condition
1of the cooperative. The court may not refuse to order a remedy solely on the ground
2that the cooperative has accumulated operating profits or current operating profits.
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3(3) Alternative remedies. In deciding whether to order dissolution in an action
4under sub. (1), the court shall consider whether other relief suggested by one or more
5parties would permanently remedy the cause of the action and, if so, may order such
6other relief.
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7(4) Expenses. If the court finds that a party to an action under sub. (1) has acted
8arbitrarily, vexatiously, or in bad faith, the court may award reasonable expenses,
9including attorney fees and disbursements, to any of the other parties.
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10(5) Venue. An action under sub. (1) shall be brought in the circuit court for the
11county where the registered address of the cooperative is located.
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12(6) Parties. It is not necessary to make members parties to an action under sub.
13(1).
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14193.935 Procedure in involuntary or court-supervised voluntary
15dissolution. (1) Action before hearing. In a dissolution conducted under the
16supervision of a court under s. 193.925 or in any action under s. 193.931 (1) the court
17may take any of the following actions before an initial hearing is completed:
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(a) Issue injunctions.
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(b) Appoint receivers temporarily, until the conclusion of a hearing under sub.
20(2), with all powers and duties that the court directs.
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(c) Take actions required to preserve the cooperative's assets wherever located.
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(d) Carry on the business of the cooperative.
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23(2) Appointment of receiver. In a dissolution conducted under the supervision
24of a court under s. 193.925 or in any action under s. 193.931 (1) the court may appoint
25a receiver after a hearing is completed, following notice to the parties as directed by
1the court. The receiver shall collect the cooperative's assets and amounts owing to
2the cooperative by subscribers on account of an unpaid portion of the consideration
3for the issuance of shares. Subject to the order of the court, the receiver may continue
4the business of the cooperative and lease or dispose of the property and assets of the
5cooperative at public or private sale.
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6(3) Distribution of assets. In a dissolution conducted under the supervision
7of a court under s. 193.925 or in any action under s. 193.931 (1), the court shall apply
8the assets of the cooperative and the proceeds resulting from the lease or disposition
9of the cooperative's property by following all of the following steps, in alphanumerical
10order:
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(a) Applying the assets and proceeds to cover attorney fees and disbursements
12made in connection with the proceedings and the other costs and expenses of the
13proceedings.
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(b) Applying the assets and proceeds to cover debts, taxes, and assessments
15owing to the United States, this state, and other states, in that order.
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(c) Applying the assets and proceeds to cover worker's compensation claims for
17which the cooperative is liable under ch. 102, except that this paragraph does not
18apply to a claim if, at the time of injury, as defined in s. 102.01 (2) (g), the cooperative
19had in force a policy of worker's compensation insurance as required under s. 102.28
20(2) (a).
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(d) Applying the assets and proceeds to cover claims of employees for services
22performed within 3 months preceding the appointment of the receiver, if any.
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(e) Applying the assets and proceeds to cover other claims proved and allowed.
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(f) Distributing the assets and proceeds to the members or pursuant to a
25liquidation plan approved by the members.
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1193.941 Receiver qualifications and powers. (1) Qualifications. A
2receiver appointed under s. 193.935 (1) or (2) shall be an individual, a domestic
3business entity, or a foreign business entity authorized to transact business in this
4state and shall give a bond as directed by the court with the sureties required by the
5court.
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6(2) Powers. A receiver may bring and defend suits.
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7193.951 Filing claims in involuntary or court-supervised voluntary
8dissolution proceedings. (1) Filing under oath. In a dissolution conducted under
9the supervision of a court under s. 193.925 or in any action under s. 193.931 (1), the
10court may require all creditors and claimants of the cooperative to file their claims,
11under oath and in a form prescribed by the court, with the court or with a receiver
12appointed under s. 193.935 (1) or (2).
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13(2) Date to file a claim; notice. If the court requires the filing of claims in a
14dissolution conducted under the supervision of a court under s. 193.925 or in any
15action under s. 193.931 (1), the court shall do all of the following:
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(a) Set a date at least 120 days after the date the order is filed, as the last day
17for the filing of claims.