AB854,228,224 2. Each shareholder of the surviving domestic corporation whose shares were
25outstanding immediately before the effective date of the merger will hold the same

1number of shares, with identical designations, preferences, limitations and relative
2rights, immediately after.
AB854,228,83 3. The number of voting shares outstanding immediately after the merger, plus
4the number of voting shares issuable as a result of the merger, either by the
5conversion of securities issued pursuant to the merger or the exercise of rights or
6warrants issued pursuant to the merger, will not exceed by more than 20 percent the
7total number of voting shares of the surviving domestic corporation outstanding
8immediately before the merger.
AB854,228,149 4. The number of participating shares outstanding immediately after the
10merger, plus the number of participating shares issuable as a result of the merger,
11either by the conversion of securities issued pursuant to the merger or the exercise
12of rights or warrants issued pursuant to the merger, will not exceed by more than 20
13percent the total number of participating shares of the surviving domestic
14corporation outstanding immediately before the merger.
AB854,261 15Section 261. 180.1103 (6) of the statutes is repealed.
AB854,262 16Section 262. 180.11031 of the statutes is created to read:
AB854,228,21 17180.11031 Approval of merger or interest exchange; amendment;
18abandonment.
(1) Subject to the governing law of each constituent, acquiring, or
19acquired entity, a plan of merger or interest exchange must be approved by a vote or
20consent of the board of directors of each domestic corporation that is a constituent
21entity and, if required by s. 180.11032 (1), its shareholders.
AB854,229,3 22(2) Subject to the governing law of each constituent, acquiring, or acquired
23entity, after a plan of merger or interest exchange is approved, and at any time before
24a merger or interest exchange becomes effective, the constituent entities may amend
25the plan of merger or interest exchange or abandon the merger or interest exchange

1as provided in the plan of merger or interest exchange or, except as otherwise
2provided in the plan of merger or interest exchange, with the same vote or consent
3as was required to approve the plan of merger or interest exchange.
AB854,229,13 4(3) If, after articles of merger or interest exchange have been delivered to the
5department for filing and before the merger or interest exchange becomes effective,
6the plan of merger or interest exchange is amended in a manner that requires an
7amendment to the articles of merger or interest exchange or if the merger or interest
8exchange is abandoned, a statement of amendment or abandonment, signed by a
9constituent entity, must be delivered to the department for filing before the merger
10or interest exchange becomes effective. When the statement of abandonment
11becomes effective, the merger or interest exchange is abandoned and does not become
12effective. The statement of amendment or abandonment must contain all of the
13following:
AB854,229,1414 (a) The name of each constituent entity.
AB854,229,1615 (b) The amendment to or the abandonment of the articles of merger or interest
16exchange.
AB854,229,1817 (c) A statement that the amendment or abandonment was approved in
18accordance with this section.
AB854,229,21 19(4) In addition to approval under sub. (1), a plan of merger or interest exchange
20must be approved by each constituent entity that is not a domestic partnership in
21accordance with any requirements of its governing law.
AB854,263 22Section 263. 180.11032 (title) of the statutes is created to read:
AB854,229,24 23180.11032 (title) Approval requirements and procedures applicable to
24domestic corporations in mergers and interest exchanges.
AB854,264 25Section 264. 180.1104 (1) of the statutes is amended to read:
AB854,230,7
1180.1104 (1) A domestic parent corporation owning at least 90 percent of the
2outstanding shares of each class of a subsidiary corporation or at least 90 percent of
3the outstanding interests of each class of any other subsidiary business entity may
4merge the subsidiary into the domestic parent or the domestic parent into the
5subsidiary without approval of the shareholders or other owners of the subsidiary
6and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without
7approval of the shareholders of the domestic parent.
AB854,265 8Section 265. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:
AB854,230,109 180.1104 (2) (intro.) The board of directors of the domestic parent corporation
10shall adopt a plan of merger that sets forth all of the following:
AB854,230,1411 (b) The manner and basis of converting the shares or other interests of the
12subsidiary or domestic parent into shares, interests, obligations, or other securities
13of the surviving business entity or any other business entity or into cash or other
14property in whole or part.
AB854,266 15Section 266. 180.1104 (3) of the statutes is amended to read:
AB854,230,1816 180.1104 (3) The domestic parent shall mail a copy or summary of the plan of
17merger to each shareholder or other owner of the merging business entity who does
18not waive the mailing requirement in writing.
AB854,267 19Section 267. 180.1104 (4) of the statutes is amended to read:
AB854,230,2320 180.1104 (4) The domestic parent may not deliver articles of merger to the
21department for filing until at least 10 days after the date on which it mailed a copy
22of the plan of merger to each shareholder or other owner of the merging business
23entity who did not waive the mailing requirement.
AB854,268 24Section 268. 180.11045 (1) (a) of the statutes is amended to read:
AB854,231,4
1180.11045 (1) (a) “Holding company" means a domestic corporation that issues
2shares under sub. (2) (b) and that, during the period beginning with its incorporation
3and ending with the effective time of a merger under this section, was at all times
4a wholly owned subsidiary of the parent corporation that is party to the merger.
AB854,269 5Section 269. 180.1105 (title) of the statutes is amended to read:
AB854,231,6 6180.1105 (title) Articles of merger or share interest exchange.
AB854,270 7Section 270. 180.1105 (1) (intro.) of the statutes is amended to read:
AB854,231,168 180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
9or share interest exchange is has been approved by the shareholders of the
10corporation, or adopted by the board of directors if shareholder approval is not
11required, and by each other business entity that is a party to the merger in the
12manner required by the laws applicable to the business entity, the surviving or
13acquiring business entity
with respect to each constituent entity in accordance with
14its governing law, the constituent entities
shall deliver, or cause to be delivered, to
15the department for filing articles of merger or share interest exchange setting forth
16all of the following:
AB854,271 17Section 271. 180.1105 (1) (am) of the statutes is amended to read:
AB854,231,2118 180.1105 (1) (am) The effective date and time of the merger or share interest
19exchange, if the merger or share interest exchange is to take effect at a time other
20than the close of business on the date of filing the articles of merger, as provided
21under s. 180.0123.
AB854,272 22Section 272. 180.1105 (1) (bm) of the statutes is amended to read:
AB854,232,223 180.1105 (1) (bm) The name and state of incorporation of each corporation that
24is a party to the merger or share exchange
, type of entity, and governing law of each

1constituent entity of the merger, or, if an interest exchange, the name of the acquiring
2and acquired entities
.
AB854,273 3Section 273. 180.1105 (1) (cm) of the statutes is amended to read:
AB854,232,104 180.1105 (1) (cm) A In the case of a merger, a statement that a plan of merger
5or share exchange has been approved and adopted by each corporation that is a party
6to the merger or share exchange as required under s. 180.1103 or 180.1104, as
7applicable
constituent entity in accordance with its governing law, and, in the case
8of an interest exchange, a statement that a plan of interest exchange has been
9approved by the acquired and acquiring entities in accordance with their respective
10governing laws
.
AB854,274 11Section 274. 180.1105 (1) (dm) of the statutes is amended to read:
AB854,232,1512 180.1105 (1) (dm) The In the case of a merger, the name, type of entity, and
13governing law
of the surviving or acquiring corporation entity and, if the surviving
14entity is created by the merger, a statement to that effect, and, in the case of an
15interest exchange, the name, type of entity, and governing law of the acquiring entity
.
AB854,275 16Section 275. 180.1105 (1) (e) of the statutes is amended to read:
AB854,232,2417 180.1105 (1) (e) In the case of a merger, if the surviving entity preexists the
18merger,
any amendments in the articles of incorporation of the surviving corporation
19that are intended by the parties to the merger to take effect upon the merger or, if
20there are no such amendments, a statement that the articles of incorporation of the
21surviving corporation or another corporation that is a party to the merger will be the
22articles of incorporation of the surviving corporation
to its organizational documents
23that are to be in a public record under its governing law immediately after the merger
24becomes effective or, if there are no such amendments, a statement to that effect
.
AB854,276 25Section 276. 180.1105 (1) (em) and (er) of the statutes are created to read:
AB854,233,4
1180.1105 (1) (em) In the case of a merger, if the surviving entity is to be created
2in the merger, any of its organizational documents under s. 180.11012 (1) (d) that are
3to be in a public record under its governing law or, if there are no such amendments,
4a statement to that effect.
AB854,233,85 (er) In the case of an interest exchange, any amendments to the organizational
6documents of the acquired or acquiring entity under s. 180.11021 (1) (a) to (e) that
7are to be in a public record under their respective governing laws or, if there are no
8such amendments, a statement to that effect.
AB854,277 9Section 277. 180.1105 (1) (f) of the statutes is amended to read:
AB854,233,1210 180.1105 (1) (f) A statement that the executed plan of merger or share interest
11exchange is on file at the principal place of business of the surviving or acquiring
12corporation entity.
AB854,278 13Section 278. 180.1105 (1) (g) of the statutes is amended to read:
AB854,233,2114 180.1105 (1) (g) A statement that upon request the surviving or acquiring
15corporation entity will provide a copy of the plan of merger or share interest
16exchange, upon request and without cost, to any shareholder of a corporation that
17was a party to the merger or share exchange or, upon payment to the surviving or
18acquiring corporation of an amount equal to the cost of producing the copy, to any
19other interested
person that, in the case of a merger, is an interest holder of a
20constituent entity or, in the case of an interest exchange, was an interest holder of
21the acquired entity immediately prior to the interest exchange
.
AB854,279 22Section 279 . 180.1105 (1) (h) of the statutes is repealed.
AB854,280 23Section 280. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and
24amended to read:
AB854,234,6
1180.1105 (1m) Other In addition to the requirements of sub. (1), articles of
2merger or interest exchange may contain any other
provisions relating to the merger
3or interest exchange, as determined by the surviving business entity constituent
4entities in accordance with the plan of merger, in the case of a merger, or the
5acquiring entity in accordance with the plan of interest exchange, in the case of an
6interest exchange
.
AB854,281 7Section 281. 180.1105 (1g) of the statutes is created to read:
AB854,234,118 180.1105 (1g) In the case of a merger, if the surviving entity is a foreign entity
9that will be required to obtain authorization to transact business in this state
10immediately after the merger and it has not previously been authorized to do so, it
11shall obtain such authorization.
AB854,282 12Section 282. 180.1105 (2) of the statutes is amended to read:
AB854,234,1413 180.1105 (2) A merger or share interest exchange takes effect upon the effective
14date of the articles of merger or share interest exchange.
AB854,283 15Section 283. 180.1106 (title) of the statutes is amended to read:
AB854,234,16 16180.1106 (title) Effect of merger or share interest exchange.
AB854,284 17Section 284. 180.1106 (1) (intro.) of the statutes is amended to read:
AB854,234,1918 180.1106 (1) (intro.) All of the following occur when When a merger takes effect
19becomes effective, all of the following apply:
AB854,285 20Section 285. 180.1106 (1) (a) of the statutes is amended to read:
AB854,234,2421 180.1106 (1) (a) Every other business Each merging entity that is party to the
22merger
merges into the surviving business entity, and the separate existence of every
23business constituent entity that is a party to the merger, except the surviving
24business entity, ceases.
AB854,286
1Section 286. 180.1106 (1) (am) 1. of the statutes is renumbered 180.1106 (1)
2(am) 1m. and amended to read:
AB854,235,133 180.1106 (1) (am) 1m. If, under the laws applicable to a business governing law
4of the constituent
entity that is a party to the merger, one or more of the owners
5thereof is liable for the debts and obligations of such business entity, such owner or
6owners shall continue to be liable for the debts and obligations of the business entity,
7but only for such debts and obligations
interest holders thereof had interest holder
8liability prior to the merger with respect to the entity, such interest holder or holders
9shall continue to have such liability and any associated contribution or other rights
10to the extent provided in such governing law with respect to debts, obligations, and
11other liabilities of the entity that
accrued during the period or periods in which such
12laws are applicable to such owner or owners interest holder or holders had such
13interest holder liability
.
AB854,287 14Section 287. 180.1106 (1) (am) 1g. of the statutes is created to read:
AB854,235,1615 180.1106 (1) (am) 1g. Except as provided in this paragraph, no interest holder
16shall have interest holder liability with respect to any of the constituent entities.
AB854,288 17Section 288. 180.1106 (1) (am) 2. of the statutes is amended to read:
AB854,236,518 180.1106 (1) (am) 2. If, under the laws applicable to governing law of the
19surviving business entity, one or more of the owners thereof is liable for the debts and
20obligations of such business entity, the owner or owners of a business entity that is
21party to the merger, other than the surviving business entity, who become subject to
22such laws shall be liable for the debts and obligations of the surviving business entity

23interest holders thereof will have interest holder liability after the merger with
24respect to the surviving entity, such interest holder or holders will have such liability
25and any associated contribution and other rights
to the extent provided in such laws,

1but only for such
governing law with respect to the debts and, obligations accrued,
2and other liabilities of the surviving entity that accrue
after the merger. The owner
3or owners of the surviving business entity prior to the merger shall continue to be
4liable for the debts and obligations of the surviving business entity to the extent
5provided in subd. 1.
AB854,289 6Section 289. 180.1106 (1) (b) of the statutes is amended to read:
AB854,236,97 180.1106 (1) (b) The title to all property owned by each business constituent
8entity that is party to the merger is vested in the surviving business entity without
9transfer, reversion, or impairment.
AB854,290 10Section 290. 180.1106 (1) (c) of the statutes is amended to read:
AB854,236,1211 180.1106 (1) (c) The surviving business entity has all debts, obligations, and
12other
liabilities of each business constituent entity that is party to the merger.
AB854,291 13Section 291. 180.1106 (1) (d) of the statutes is amended to read:
AB854,236,1814 180.1106 (1) (d) A civil, criminal, administrative, or investigatory proceeding
15pending by or against any business constituent entity that is a party to the merger
16may be continued as if the merger did not occur, or the surviving business entity may
17be substituted in the proceeding for the business constituent entity whose existence
18ceased.
AB854,292 19Section 292. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1.
20and amended to read:
AB854,237,221 180.1106 (1) (e) 1. The articles of incorporation, articles of organization,
22certificate of limited partnership, or other similar governing document, whichever
23is applicable, of the surviving business entity shall be
If the surviving entity
24preexists the merger, its organizational documents are
amended to the extent, if any,

1provided in the plan of merger and, to the extent such amendments are to be reflected
2in a public record, as provided in the articles of merger
.
AB854,293 3Section 293. 180.1106 (1) (e) 2. of the statutes is created to read:
AB854,237,74 180.1106 (1) (e) 2. If the surviving entity is created in the merger, its
5organizational documents are as provided in the plan of merger and, to the extent
6such organizational documents are to be reflected in a public record, as provided in
7the articles of merger.
AB854,294 8Section 294. 180.1106 (1) (f) of the statutes is amended to read:
AB854,237,209 180.1106 (1) (f) The shares or other interests of each business constituent
10entity that is party to the merger that are to be converted into shares, interests,
11obligations, or other securities, or other obligations of the surviving business entity
12or any other business entity or into cash or, rights to acquire such interests or
13securities, money,
other property, or any combination of the foregoing, are converted,
14and the former holders of the shares or interests are entitled only to the rights
as
15provided in the articles plan of merger, and the former interest holders of the
16interests are entitled only to the rights provided to them in the plan of merger
or to
17their rights, if any, under s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331, or s.
18181.1180 or 183.1061
or otherwise under the laws applicable to each business
19governing law of the constituent entity that is party to the merger. All other terms
20and conditions of the merger also take effect
.
AB854,295 21Section 295. 180.1106 (1) (g) of the statutes is created to read:
AB854,237,2422 180.1106 (1) (g) Except as prohibited by other law or as otherwise provided in
23the articles and plan of merger, all of the rights, privileges, immunities, powers, and
24purposes of each constituent entity vest in the surviving entity.
AB854,296 25Section 296. 180.1106 (1m) of the statutes is created to read:
AB854,238,2
1180.1106 (1m) When an interest exchange becomes effective, all of the
2following apply:
AB854,238,93 (a) 1. The interests in the acquired entity which are the subject of the interest
4exchange are exchanged as provided in the plan of interest exchange, and the former
5interest holders of those interests are entitled only to the rights provided to them
6under the plan of interest exchange or to their rights, if any, under s. 178.1161 or
7179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the
8governing law of the acquired entity. All other terms and conditions of the interest
9exchange also take effect.
AB854,238,1110 2. The acquiring entity becomes the interest holder of the interests which are
11the subject of the interest exchange as provided in the plan of interest exchange.
AB854,238,1512 3. The provisions of the organizational documents of the acquiring and
13acquired entity are amended to the extent, if any, provided in the plan of interest
14exchange and to the extent such amendments are to be reflected in a public record,
15as provided in the articles of interest exchange.
AB854,238,1916 (b) Except as otherwise provided in the articles and plan of interest exchange,
17if the acquired entity is a domestic or foreign partnership, limited liability company,
18or other organization subject to dissolution under its governing law, the interest
19exchange does not dissolve the acquired entity.
AB854,238,2120 (c) 1. Except as provided in this paragraph, no interest holder shall have
21interest holder liability with respect to either the acquiring or acquired entity.
AB854,239,322 2. If, under the governing law of either entity, one or more of the interest holders
23thereof had interest holder liability prior to the interest exchange with respect to the
24entity, such interest holder or holders shall continue to have such liability and any
25associated contribution and other rights to the extent provided in such governing law

1with respect to debts, obligations, and other liabilities of the entity that accrued
2during the period or periods in which such interest holder or holders had such
3interest holder liability.
AB854,239,94 3. If, under the governing law of either entity, one or more of the interest holders
5thereof will have interest holder liability after the interest exchange with respect to
6the entity, such interest holder or holders shall have such liability and any associated
7contribution and other rights to the extent provided in such governing law with
8respect to the debts, obligations, and other liabilities of the entity that accrue on or
9after the interest exchange.
AB854,239,1010 4. This paragraph does not affect liability under any taxation laws.
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