AB837,109,1212
(c) A general partner of a general partnership.
AB837,109,1313
(d) A general partner of a limited partnership.
AB837,109,1414
(e) A limited partner of a limited partnership.
AB837,109,1515
(f) A member of a limited liability company.
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(g) A member or stockholder of a general cooperative association.
AB837,109,1717
(h) A member of a limited cooperative association.
AB837,109,1818
(i) A member of an unincorporated nonprofit association.
AB837,109,2019
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or
20common-law business trust.
AB837,109,2121
(k) Any other direct holder of an interest.
AB837,109,22
22(19) "Interest holder liability" means any of the following:
AB837,109,2423
(a) Personal liability for a debt, obligation, or other liability of an entity which
24is imposed on a person under any of the following circumstances:
AB837,110,2
11. Solely by reason of the status of the person as an interest holder of the entity
2under its governing law.
AB837,110,63
2. Under the organizational documents of the entity in accordance with its
4governing law which make one or more specified interest holders or categories of
5interest holders liable in their capacity as interest holders for all or specified
6liabilities of the entity.
AB837,110,87
(b) An obligation of an interest holder of an entity under its organizational
8documents to contribute to the entity.
AB837,110,9
9(20) "Merger" means a transaction authorized by ss. 178.1121 to 178.1125.
AB837,110,11
10(21) "Merging entity" means an entity that is a party to a merger and exists
11immediately before the merger becomes effective.
AB837,110,14
12(22m) "Non-United States entity" means an entity whose governing law is the
13law of any jurisdiction other than the United States or any state, but does not include
14an entity that has domesticated under the law of any other state.
AB837,110,17
15(23m) "Organizational documents" means, with respect to an entity, whether
16in a record or, to the extent permitted under the entity's governing law, other than
17in a record, the following or its equivalent under the entity's governing law:
AB837,110,1918
(a) For a domestic or foreign corporation, whether or not for profit, its articles
19of incorporation and bylaws.
AB837,110,2320
(b) For a domestic or foreign partnership, its partnership agreement and, in the
21case of a domestic or foreign limited liability partnership, its statement of
22qualification as a limited liability partnership or foreign limited liability
23partnership.
AB837,110,2524
(c) For a domestic or foreign limited partnership, its certificate of limited
25partnership and partnership agreement.
AB837,111,2
1(d) For a domestic or foreign limited liability company, its certificate or articles
2of organization and operating agreement.
AB837,111,33
(e) For a business trust, its agreement of trust and declaration of trust.
AB837,111,64
(f) For any other entity, the basic records, agreements, or other items that
5create the entity and control its internal governance and the relations among its
6interest holders.
AB837,111,9
7(24) "Plan" means a plan of merger under s. 178.1122, a plan of interest
8exchange under s. 178.1132, a plan of conversion under s. 178.1142, or a plan of
9domestication under s. 178.1152.
AB837,111,11
10(37) "Surviving entity" means the entity that continues in existence after or is
11created by a merger.
AB837,111,12
12(38) "Type of entity" means a generic form of entity that is any of the following:
AB837,111,1313
(a) Recognized at common law.
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(b) Recognized under a governing law.
AB837,111,17
15178.1102 Relationship of subchapter to other laws. (1) This subchapter
16does not authorize an act prohibited by, and does not affect the application or
17requirements of, law other than this subchapter.
AB837,111,22
18(2) A transaction effected under this chapter may not create or impair a right,
19duty, or obligation of a person under the law of this state, other than this subchapter,
20relating to a change in control, takeover, business combination, control-share
21acquisition, or similar transaction involving a domestic constituent, acquired, or
22converting entity.
AB837,111,23
23178.1103 Existing purpose.
AB837,112,5
24(2) Property held for a charitable purpose under the law of this state by a
25domestic or foreign entity immediately before a transaction under this subchapter
1becomes effective may not, as a result of the transaction, be diverted from the objects
2for which it was donated, granted, devised, or otherwise transferred. An entity that
3is or plans to be engaged in a transaction covered by this subchapter may apply to
4the circuit court for a determination regarding the transaction's compliance with cy
5pres or other law dealing with nondiversion of charitable assets.
AB837,112,9
6(3) A bequest, devise, gift, grant, or promise contained in a will or other
7instrument of donation, subscription, or conveyance that is made to a merging entity
8which is not the surviving entity and that takes effect or remains payable after the
9merger inures to the surviving entity.
AB837,112,12
10(4) A trust obligation that would govern property if transferred to a
11nonsurviving entity applies to property that is transferred to the surviving entity
12under this section.
AB837,112,15
13178.1104 Nonexclusivity. The fact that a transaction under this subchapter
14produces a certain result does not preclude the same result from being accomplished
15in any other manner permitted by law other than this subchapter.
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16178.1105 Reference to external facts. A plan may refer to facts
17ascertainable outside the plan if the manner in which the facts will operate upon the
18plan is specified in the plan. The facts may include the occurrence of an event or a
19determination or action by a person, whether or not the event, determination, or
20action is within the control of a party to the transaction.
AB837,112,25
21178.1121 Merger authorized. (1) One or more domestic partnerships may
22merge with or into one or more other constituent entities pursuant to ss. 178.1121
23to 178.1125 and a plan of merger if the merger is permitted under the governing law
24of each constituent entity and each constituent entity approves the plan of merger
25in the manner required by its governing law.
AB837,113,5
1(2) One or more other domestic or foreign entities may merge with or into a
2domestic partnership pursuant to ss. 178.1121 to 178.1125 and a plan of merger if
3the merger is permitted under the governing law of each constituent entity and each
4constituent entity approves the plan of merger in the manner required by its
5governing law.
AB837,113,7
6178.1122 Plan of merger. (1) A plan of merger must be in a record and
7contain all of the following:
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(a) As to each constituent entity, its name, type of entity, and governing law.
AB837,113,99
(b) The terms and conditions of the merger.
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(c) The manner and basis of converting the interests in each constituent entity
11into interests, securities, or obligations of the surviving entity, rights to acquire such
12interests or securities, money, other property, or any combination of the foregoing.
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(d) If the surviving entity preexists the merger, any proposed amendments to
14its organizational documents that are to be in a record immediately after the merger
15becomes effective.
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(e) If the surviving entity is to be created in the merger, any of its organizational
17documents that are to be in a record immediately after the merger becomes effective.
AB837,113,1918
(f) Any other matters required under the governing law of any constituent
19entity.
AB837,113,21
20(2) In addition to the requirements of sub. (1), a plan of merger may contain
21any other provision relating to the merger and not prohibited by law.
AB837,113,24
22178.1123 Approval of merger; amendment; abandonment. (1) Subject
23to s. 178.1161, a plan of merger must be approved by a vote or consent of all the
24partners of each domestic partnership that is a constituent entity.
AB837,114,5
1(2) Subject to s. 178.1161, after a plan of merger is approved, and at any time
2before a merger becomes effective, the constituent entities may amend the plan of
3merger or abandon the merger as provided in the plan of merger or, except as
4otherwise provided in the plan of merger, with the same vote or consent as was
5required to approve the plan of merger.
AB837,114,13
6(3) If, after articles of merger have been delivered to the department for filing
7and before the merger becomes effective, the plan of merger is amended in a manner
8that requires an amendment to the articles of merger or if the merger is abandoned,
9a statement of amendment or abandonment, signed by a constituent entity, must be
10delivered to the department for filing before the merger becomes effective. When the
11statement of abandonment becomes effective, the merger is abandoned and does not
12become effective. The statement of amendment or abandonment must contain all of
13the following:
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(a) The name of each constituent entity.
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(b) The date on which the articles of merger were filed by the department.
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(c) The amendment to or the abandonment of the articles of merger.
AB837,114,1817
(d) A statement that the amendment or abandonment was approved in
18accordance with this section.
AB837,114,21
19(4) In addition to approval under sub. (1), a plan of merger must be approved
20by each constituent entity that is not a domestic partnership in accordance with any
21requirements of its governing law.
AB837,114,25
22178.1124 Filings required for merger; effective date. (1) After a merger
23has been approved with respect to each constituent entity in accordance with its
24governing law, the constituent entities shall deliver, or cause to be delivered, to the
25department for filing articles of merger setting forth all of the following:
AB837,115,1
1(a) The name, type of entity, and governing law of each constituent entity.
AB837,115,32
(b) The name, type of entity, and governing law of the surviving entity and, if
3the surviving entity is created by the merger, a statement to that effect.
AB837,115,54
(c) A statement that the plan of merger has been approved and adopted by each
5constituent entity in accordance with its governing law.
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(d) 1. If the surviving entity preexists the merger, any amendments to its
7organizational documents under s. 178.1122 (1) (d) that are to be in a public record
8under its governing law or, if there are no such amendments, a statement to that
9effect.
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2. If the surviving entity is to be created in the merger, any of its organizational
11documents under s. 178.1122 (1) (e) that are to be in a public record under its
12governing law, including, if the surviving entity is a domestic limited liability
13partnership, its statement of qualification.
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(e) A statement that the plan of merger is on file at the principal office of the
15surviving entity.
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(f) A statement that upon request the surviving entity will provide a copy of the
17plan of merger to any person that was an interest holder of a constituent entity.
AB837,115,20
18(2) In addition to the requirements of sub. (1), the articles of merger may
19contain any other provisions relating to the merger, as determined by the constituent
20entities in accordance with the plan of merger.
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21(3) If the surviving entity is a foreign entity that will be required to register to
22do business in this state immediately after the merger and it has not previously
23registered to do so or been assigned a registration to do so under s. 178.1009, it shall
24so register.
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25(4) A merger takes effect at the effective date and time of the articles of merger.
AB837,116,2
1178.1125 Effect of merger.
(1) When a merger becomes effective, all of the
2following apply:
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(a) Each merging entity merges into the surviving entity, and the separate
4existence of every constituent entity that is a party to the merger, except the
5surviving entity, ceases.
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(am) 1. Except as provided in this paragraph, no interest holder shall have
7interest holder liability with respect to any of the constituent entities.
AB837,116,148
2. If, under the governing law of a constituent entity, one or more of the interest
9holders thereof had interest holder liability prior to the merger with respect to the
10entity, such interest holder or holders shall continue to have such liability and any
11associated contribution or other rights to the extent provided in such governing law
12with respect to debts, obligations, and other liabilities of the entity that accrued
13during the period or periods in which such interest holder or holders had such
14interest holder liability.
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3. If, under the governing law of the surviving entity, one or more of the interest
16holders thereof will have interest holder liability after the merger with respect to the
17surviving entity, such interest holder or holders will have such liability and any
18associated contribution and other rights to the extent provided in such governing law
19with respect to the debts, obligations, and other liabilities of the surviving entity that
20accrue on or after the merger.
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4. This paragraph does not affect liability under any taxation laws.
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(b) The title to all property owned by each constituent entity is vested in the
23surviving entity without transfer, reversion, or impairment.
AB837,116,2524
(c) The surviving entity has all debts, obligations, and other liabilities of each
25constituent entity.
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1(d) A civil, criminal, or administrative proceeding pending by or against any
2constituent entity may be continued as if the merger did not occur, or the surviving
3entity may be substituted in the proceeding for a constituent entity whose existence
4ceased.
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(e) 1. If the surviving entity preexists the merger, its organizational documents
6are amended to the extent, if any, provided in the plan of merger and, to the extent
7such amendments are to be reflected in a public record, as provided in the articles
8of merger.
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2. If the surviving entity is created in the merger, its organizational documents
10are as provided in the plan of merger and, to the extent such organizational
11documents are to be reflected in a public record, as provided in the articles of merger.
AB837,117,1912
(f) The interests of each constituent entity that are to be converted into
13interests, securities, or obligations of the surviving entity, rights to acquire such
14interests or securities, money, other property, or any combination of the foregoing,
15are converted as provided in the plan of merger, and the former interest holders of
16the interests are entitled only to the rights provided to them in the plan of merger
17or to their rights, if any, under ss. 178.1161, 179.77, 180.1301 to 180.1331, or
18otherwise under the governing law of the constituent entity. All other terms and
19conditions of the merger also take effect.
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(g) Except as prohibited by other law or as otherwise provided in the articles
21and plan of merger, all of the rights, privileges, immunities, powers, and purposes
22of each constituent entity vest in the surviving entity.
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(h) Except as otherwise provided in the articles and plan of merger, if a merging
24entity is a partnership, limited liability company, or other entity subject to
1dissolution under its governing law, the merger does not dissolve the merging entity
2for the purposes of its governing law.
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3(2) (a) When a merger takes effect, the department is the agent of any foreign
4surviving entity for service of process in a proceeding to enforce any obligation or the
5rights of dissenting shareholders or other interest holders of each domestic
6constituent entity.
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(b) When a merger takes effect, any foreign surviving entity shall promptly pay
8to the dissenting or dissociating interest holders of each domestic constituent entity
9the amount, if any, to which they are entitled under ss. 178.1161, 179.77, or 180.1301
10to 180.1331 or the corresponding provisions of the entity's other governing law.
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11178.1131 Interest exchange authorized.
(1) A domestic partnership may
12acquire all of one or more classes or series of interests of another domestic or foreign
13entity pursuant to ss. 178.1131 to 178.1135 and a plan of interest exchange if the
14interest exchange is permitted under the governing law applicable to the
15partnership and the acquired entity.
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16(2) All of one or more classes or series of interests of a domestic partnership may
17be acquired by another domestic or foreign entity pursuant to ss. 178.1131 to
18178.1135 and a plan of interest exchange if the interest exchange is permitted under
19the governing law applicable to the acquiring entity and the partnership.
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20178.1132 Plan of interest exchange.
(1) A plan of interest exchange must
21be in a record and contain all of the following:
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(a) As to both the acquiring entity and the acquired entity, its name, type of
23entity, and governing law.
AB837,118,2424
(b) The terms and conditions of the interest exchange.
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1(c) The manner and basis of exchanging the interests to be acquired for
2interests, securities, or obligations of the surviving entity, rights to acquire such
3interests or securities, money, other property, or any combination of the foregoing.
AB837,119,64
(d) Any proposed amendments to the organizational documents of the
5acquiring or acquired entity that will take effect when the interest exchange becomes
6effective.