SB619: Bill Text

SB619,25,5 180.1201 (1) (d) Transfer any or all of its assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation, unless the transfer is in connection with a plan or action involving the sale, exchange, or disposal of all or substantially all of the assets of the corporation and requires shareholder approval under s. 180.1202.

SB619, s. 34 Section 34. 180.1201 (2) of the statutes is amended to read:

SB619,25,8 180.1201 (2) Unless required by the articles of incorporation, approval by the shareholders of a transaction described permitted in sub. (1) is not required.

SB619, s. 35 Section 35. 180.1302 (1) (a) 3. of the statutes is created to read:

SB619,25,12 180.1302 (1) (a) 3. The issuer corporation is a parent that is merged into its subsidiary under s. 180.1104. This subdivision does not apply if all of the following are true:

SB619,25,15 a. The articles of incorporation of the surviving corporation do not differ from the articles of incorporation of the parent before the merger, except for amendments specified in s. 180.1002 (1) to (9).

SB619,25,20 b. Immediately after the merger, each shareholder of the parent whose shares were outstanding immediately before the effective date of the merger hold the same number of shares of the surviving corporation, and the shares of the surviving corporation have the same designations, preferences, limitations, and relative rights as the shares held immediately before the merger.

SB619,26,2 c. The number of voting shares, as defined in s. 180.1103 (5) (a) 2., outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of voting shares of the parent outstanding immediately before the merger.

SB619,26,8 d. The number of participating shares, as defined in s. 180.1103 (5) (a) 1., outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of participating shares of the parent outstanding immediately before the merger.

SB619, s. 36 Section 36. 180.1302 (4) of the statutes is amended to read:

SB619,26,16 180.1302 (4) Except in a business combination or unless Unless the articles of incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares of any class or series if the shares of the class or series are registered on a national securities exchange or quoted on the National Association of Securities Dealers, Inc., automated quotations system on the record date fixed to determine the shareholders entitled to notice of a shareholders meeting at which shareholders are to vote on the proposed corporate action.

SB619, s. 37 Section 37. 181.1105 (1m) of the statutes is created to read:

SB619,26,20 181.1105 (1m) Statement as to property owned by nonsurviving entity. A statement indicating whether a business entity merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

SB619, s. 38 Section 38. 181.1106 (2) of the statutes is amended to read:

SB619,27,6 181.1106 (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.

SB619, s. 39 Section 39. 181.1161 (4) (c) of the statutes is amended to read:

SB619,27,16 181.1161 (4) (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.

SB619, s. 40 Section 40. 181.1161 (5) (bm) of the statutes is created to read:

SB619,27,19 181.1161 (5) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.

SB619, s. 41 Section 41. 183.1202 (1) of the statutes is amended to read:

SB619,28,3 183.1202 (1) Unless otherwise provided in an operating agreement and except as provided in s. 180.11045 (2), a limited liability company that is a party to a proposed merger shall approve the plan of merger by an affirmative vote of members as described in s. 183.0404 (1) (a). Unless otherwise provided in an operating agreement or waived by the members, a limited liability company may obtain the approving vote of its members only after providing the members with not less than 10 nor more than 50 days' written notice of its intent to merge accompanied by the plan of merger.

SB619, s. 42 Section 42. 183.1204 (1) (cm) of the statutes is created to read:

SB619,28,7 183.1204 (1) (cm) A statement indicating whether a business entity merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

SB619, s. 43 Section 43. 183.1205 (2) of the statutes is amended to read:

SB619,28,16 183.1205 (2) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment, 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.

SB619, s. 44 Section 44. 183.1207 (4) (c) of the statutes is amended to read:

SB619,29,2 183.1207 (4) (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.

SB619, s. 45 Section 45. 183.1207 (5) (bm) of the statutes is created to read:

SB619,29,5 183.1207 (5) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.

SB619,29,6 (End)