AB854,216,7
1180.0821 (4) Any person, whether or not then a director, may provide, whether
2through instruction to an agent or otherwise, that a consent to action will be effective
3at a future time, including a time determined upon the happening of an event, and
4such consent shall be considered to have been given for purposes of this section at
5such effective time so long as the person is then a director and did not revoke the
6consent prior to that time. Any such consent shall be revocable prior to its becoming
7effective.
AB854,226 8Section 226. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the
9statutes is amended to read:
AB854,216,1010 CHAPTER 180
AB854,216,1111 SUBCHAPTER XI
AB854,216,1312 MERGER, SHARE interest EXCHANGE,
13AND CONVERSION, and domestication
AB854,227 14Section 227. 180.1100 (1) of the statutes is renumbered 180.1100 (1g).
AB854,228 15Section 228. 180.1100 (1c) and (1e) of the statutes are created to read:
AB854,216,1716 180.1100 (1c) “Acquired entity" means the entity all of one or more classes or
17series of interests of which are acquired in an interest exchange.
AB854,216,19 18(1e) “Acquiring entity" means the entity that acquires all of one or more classes
19or series of interests of the acquired entity in an interest exchange.
AB854,229 20Section 229. 180.1100 (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes
21are created to read:
AB854,216,2322 180.1100 (1j) “Constituent entity" means a merging entity or a surviving entity
23in a merger.
AB854,216,24 24(1m) “Conversion" means a transaction authorized by s. 180.1161.
AB854,217,2
1(1o) “Converted entity" means the converting entity as it continues in existence
2after a conversion.
AB854,217,3 3(1q) “Converting entity" means an entity that engages in a conversion.
AB854,217,5 4(1s) “Domesticated entity" means the domesticating entity as it continues in
5existence after a domestication.
AB854,217,7 6(1u) “Domesticating entity" means either a non-United States entity or a
7Wisconsin corporation that engages in a domestication.
AB854,217,9 8(1w) “Domestication" means a transaction authorized by ss. 180.1171 to
9180.1175.
AB854,230 10Section 230 . 180.1100 (2) and (3) of the statutes are amended to read:
AB854,217,1411 180.1100 (2) “Domestic business entity" means a corporation, a limited liability
12company, as defined in s. 183.0102 (10) (8), a partnership, as defined in s. 178.0102
13(11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation,
14as defined in s. 181.0103 (5).
AB854,217,19 15(3) “Foreign business entity" means a foreign limited liability company, as
16defined in s. 183.0102 (8) (5), a foreign partnership, as defined in s. 178.0102 (6), a
17foreign limited partnership, as defined in s. 179.01 (4) 179.0102 (6), a foreign
18corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s.
19181.0103 (13).
AB854,231 20Section 231. 180.1100 (4) to (14) of the statutes are created to read:
AB854,217,2121 180.1100 (4) “Interest" means any of the following:
AB854,217,2222 (a) A share in a business corporation.
AB854,217,2323 (b) A membership in a nonprofit or nonstock corporation.
AB854,217,2424 (c) A partnership interest in a general partnership.
AB854,217,2525 (d) A partnership interest in a limited partnership.
AB854,218,1
1(e) A membership interest in a limited liability company.
AB854,218,22 (f) A membership interest or stock in a general cooperative association.
AB854,218,33 (g) A membership interest in a limited cooperative association.
AB854,218,44 (h) A membership in an unincorporated association.
AB854,218,65 (i) A beneficial interest in a statutory trust, business trust, or common-law
6business trust.
AB854,218,77 (j) A comparable interest in any other type of unincorporated entity.
AB854,218,8 8(5) “Interest exchange" means a transaction authorized by s. 180.1102.
AB854,218,9 9(6) “Interest holder" means any of the following:
AB854,218,1010 (a) A shareholder of a business corporation.
AB854,218,1111 (b) A member of a nonprofit or nonstock corporation.
AB854,218,1212 (c) A general partner of a general partnership.
AB854,218,1313 (d) A general partner of a limited partnership.
AB854,218,1414 (e) A limited partner of a limited partnership.
AB854,218,1515 (f) A member of a limited liability company.
AB854,218,1616 (g) A member or stockholder of a general cooperative association.
AB854,218,1717 (h) A member of a limited cooperative association.
AB854,218,1818 (i) A member of an unincorporated association.
AB854,218,2019 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or
20common-law business trust.
AB854,218,2121 (k) Any other direct holder of an interest.
AB854,218,22 22(7) “Interest holder liability" means any of the following:
AB854,218,2423 (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:
AB854,219,2
11. Solely by reason of the status of the person as an interest holder of the entity
2under its governing law.
AB854,219,63 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.
AB854,219,87 (b) An obligation of an interest holder of an entity under its organizational
8documents to contribute to the entity.
AB854,219,9 9(8) “Merger" means a transaction authorized by s. 180.1101.
AB854,219,11 10(9) “Merging entity" means an entity that is a party to a merger and exists
11immediately before the merger becomes effective.
AB854,219,14 12(10) “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.
AB854,219,17 15(11) “Organizational documents" means, with respect to an entity, whether in
16a record or, to the extent permitted under the entity's governing law, other than in
17a record, the following or its equivalent under the entity's governing law:
AB854,219,1918 (a) For a domestic or foreign corporation, whether or not for profit or stock or
19nonstock, its articles of incorporation and bylaws.
AB854,219,2320 (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.
AB854,219,2524 (c) For a domestic or foreign limited partnership, its certificate of limited
25partnership and partnership agreement.
AB854,220,2
1(d) For a domestic or foreign limited liability company, its certificate or articles
2of organization and operating agreement.
AB854,220,33 (e) For a business trust, its agreement of trust and declaration of trust.
AB854,220,64 (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.
AB854,220,9 7(12) “Plan" means a plan of merger under s. 180.11012, a plan of interest
8exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of
9domestication under s. 180.1172.
AB854,220,11 10(13) “Surviving entity" means the entity that continues in existence after or is
11created by a merger.
AB854,220,12 12(14) “Type of entity" means a generic form of entity that is any of the following:
AB854,220,1313 (a) Recognized at common law.
AB854,220,1414 (b) Recognized under a governing law.
AB854,232 15Section 232. 180.11001 of the statutes is created to read:
AB854,220,18 16180.11001 Relationship of subchapter to other laws. (1) This subchapter
17does not authorize an act prohibited by, and does not affect the application or
18requirements of, law other than this subchapter.
AB854,220,23 19(2) A transaction effected under this subchapter may not create or impair a
20right, duty, or obligation of a person under the law of this state, other than this
21subchapter, relating to a change in control, takeover, business combination,
22control-share acquisition, or similar transaction involving a domestic constituent,
23acquired, or converting entity.
AB854,233 24Section 233. 180.11002 of the statutes is created to read:
AB854,221,8
1180.11002 Existing purpose. (1) Property held for a charitable purpose
2under the law of this state by a domestic or foreign entity immediately before a
3transaction under this subchapter becomes effective may not, as a result of the
4transaction, be diverted from the objects for which it was donated, granted, devised,
5or otherwise transferred. An entity that is or plans to be engaged in a transaction
6covered by this subchapter may apply to the circuit court for a determination
7regarding the transaction's compliance with cy pres or other law dealing with
8nondiversion of charitable assets.
AB854,221,12 9(2) A bequest, devise, gift, grant, or promise contained in a will or other
10instrument of donation, subscription, or conveyance that is made to a merging entity
11which is not the surviving entity and that takes effect or remains payable after the
12merger inures to the surviving entity.
AB854,221,15 13(3) A trust obligation that would govern property if transferred to a
14nonsurviving entity applies to property that is transferred to the surviving entity
15under this section.
AB854,234 16Section 234. 180.11003 of the statutes is created to read:
AB854,221,19 17180.11003 Nonexclusivity. The fact that a transaction under this subchapter
18produces a certain result does not preclude the same result from being accomplished
19in any other manner permitted by law other than this subchapter.
AB854,235 20Section 235. 180.11004 of the statutes is created to read:
AB854,221,25 21180.11004 Reference to external facts. A plan may refer to facts
22ascertainable outside the plan if the manner in which the facts will operate upon the
23plan is specified in the plan. The facts may include the occurrence of an event or a
24determination or action by a person, whether or not the event, determination, or
25action is within the control of a party to the transaction.
AB854,236
1Section 236. 180.1101 (title) of the statutes is amended to read:
AB854,222,2 2180.1101 (title) Merger authorized.
AB854,237 3Section 237. 180.1101 (1) of the statutes is amended to read:
AB854,222,124 180.1101 (1) One or more domestic corporations may merge with or into one
5or more other business constituent entities if the board of directors of each
6corporation, by resolution adopted by each board, approves a plan of merger and, if
7required by s. 180.1103, its shareholders also approve the plan of merger, and

8pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger
9if the merger is permitted under the applicable governing law of the jurisdiction that
10governs
each other business constituent entity that is a party to the merger and each
11such business constituent entity approves the plan of merger in the manner required
12by the laws applicable to the business entity its governing law.
AB854,238 13Section 238. 180.1101 (2) of the statutes is renumbered 180.11012 (1), and
14180.11012 (1) (intro.), (a) and (c), as renumbered, are amended to read:
AB854,222,1615 180.11012 (1) (intro.) The A plan of merger shall set forth must be in a record
16and contain
all of the following:
AB854,222,2017 (a) The As to each constituent entity, its name, form type of business entity, and
18identity of the jurisdiction governing each business entity planning to merge and the
19name, form of business entity, and identity of the jurisdiction of the surviving
20business entity into which each other business entity plans to merge
law.
AB854,223,221 (c) The manner and basis of converting the shares or other interests in each
22business constituent entity that is a party to the merger into shares, interests,
23securities, or obligations, or other securities of the surviving business entity or any
24other business entity or into cash or other property in whole or part
, rights to acquire

1such interests or securities, money, other property, or any combination of the
2foregoing
.
AB854,239 3Section 239. 180.1101 (2m) of the statutes is created to read:
AB854,223,84 180.1101 (2m) One or more other domestic or foreign entities may merge with
5or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031
6to 180.1106 and a plan of merger if the merger is permitted under the governing law
7of each constituent entity and each constituent entity approves the plan of merger
8in the manner required by its governing law.
AB854,240 9Section 240. 180.1101 (3) (intro.) and (b) of the statutes are consolidated,
10renumbered 180.11012 (2) and amended to read:
AB854,223,1311 180.11012 (2) The In addition to the requirements of sub. (1), a plan of merger
12may set forth any of the following: (b) Other provisions contain any other provision
13relating to the merger and not prohibited by law.
AB854,241 14Section 241. 180.1101 (3) (a) of the statutes is repealed.
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