SB619-SSA1,26,1613 b. Each shareholder of the parent whose shares were outstanding immediately
14before the effective time of the merger holds the same number of shares with
15identical designations, preferences, limitations, and relative rights, immediately
16after the merger.
SB619-SSA1,26,2217 c. The number of voting shares, as defined in s. 180.1103 (5) (a) 2., outstanding
18immediately after the merger, plus the number of voting shares issuable as a result
19of the merger, either by the conversion of securities issued pursuant to the merger
20or the exercise of rights or warrants issued pursuant to the merger, do not exceed by
21more than 20 percent the total number of voting shares of the parent outstanding
22immediately before the merger.
SB619-SSA1,27,323 d. The number of participating shares, as defined in s. 180.1103 (5) (a) 1.,
24outstanding immediately after the merger, plus the number of participating shares
25issuable as a result of the merger, either by the conversion of securities issued

1pursuant to the merger or the exercise of rights or warrants issued pursuant to the
2merger, do not exceed by more than 20 percent the total number of participating
3shares of the parent outstanding immediately before the merger.
SB619-SSA1, s. 40 4Section 40. 180.1302 (4) of the statutes is amended to read:
SB619-SSA1,27,115 180.1302 (4) Except in a business combination or unless Unless the articles of
6incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares
7of any class or series if the shares of the class or series are registered on a national
8securities exchange or quoted on the National Association of Securities Dealers, Inc.,
9automated quotations system on the record date fixed to determine the shareholders
10entitled to notice of a shareholders meeting at which shareholders are to vote on the
11proposed corporate action.
SB619-SSA1, s. 41 12Section 41. 181.0121 (1) (a) 4. of the statutes is amended to read:
SB619-SSA1,27,1713 181.0121 (1) (a) 4. An application for a certificate of conversion under s.
14181.1161 (5). The form prescribed under this subdivision shall indicate that if the
15business entity that is to be converted has a fee simple ownership interest in
16Wisconsin real estate, the entity is required to file a report with the department of
17revenue under s. 73.14.
SB619-SSA1, s. 42 18Section 42. 181.0121 (2) of the statutes is amended to read:
SB619-SSA1,27,2519 181.0121 (2) Permissive forms. The department may prescribe and furnish on
20request forms for other documents required or permitted to be filed by this chapter,
21but use of these forms is not mandatory. If the department prescribes a form for
22articles of merger under s. 181.1105, the form shall indicate that if a business entity
23that is acquired in the merger has a fee simple ownership interest in Wisconsin real
24estate, the business entity that survives the merger is required to file a report with
25the department of revenue under s. 73.14.
SB619-SSA1, s. 43
1Section 43. 181.1105 (1m) of the statutes is created to read:
SB619-SSA1,28,52 181.1105 (1m) Statement as to property owned by nonsurviving entity. A
3statement indicating whether a business entity that merged with or into the
4surviving entity in the merger has a fee simple ownership interest in any Wisconsin
5real estate.
SB619-SSA1, s. 44 6Section 44. 181.1106 (2) of the statutes is amended to read:
SB619-SSA1,28,167 181.1106 (2) Title to property. The title to all real estate and other property
8owned by each business entity that is a party to the merger is vested in the surviving
9business entity without reversion or impairment subject to any conditions to which
10the property was subject before the merger, provided that, if a merging business
11entity has an interest in real estate in Wisconsin on the date of the merger, the
12merging business entity shall transfer that interest to the business entity surviving
13the merger and shall execute any real estate transfer return required under s. 77.22.
14The business entity surviving the merger shall promptly record the instrument of
15conveyance under s. 59.43 in the office of the register of deeds for each county in
16which the real estate is located
.
SB619-SSA1, s. 45 17Section 45. 181.1161 (4) (c) of the statutes is amended to read:
SB619-SSA1,29,218 181.1161 (4) (c) The business entity continues to be vested with title to all
19property owned by the business entity that was converted without reversion or
20impairment, provided that, if the converting business entity has an interest in real
21estate in Wisconsin on the date of the conversion, the converting business entity shall
22transfer that interest to the business entity surviving the conversion and shall
23execute any real estate transfer return required under s. 77.22. The business entity
24surviving the conversion shall promptly record the instrument of conveyance under

1s. 59.43 in the office of the register of deeds for each county in which the real estate
2is located
.
SB619-SSA1, s. 46 3Section 46. 181.1161 (5) (bm) of the statutes is created to read:
SB619-SSA1,29,54 181.1161 (5) (bm) A statement indicating whether the business entity that is
5to be converted has a fee simple ownership interest in any Wisconsin real estate.
SB619-SSA1, s. 47 6Section 47. 182.01 (title) of the statutes is amended to read:
SB619-SSA1,29,8 7182.01 (title) Business formation records; other duties of department
8of financial institutions
.
SB619-SSA1, s. 48 9Section 48. 182.01 (7) of the statutes is created to read:
SB619-SSA1,29,1610 182.01 (7) Reports to department of revenue; business combinations. The
11department of financial institutions shall quarterly deliver to the department of
12revenue, in a form specified by the department of revenue, a report identifying
13mergers and conversions of business entities for which articles of merger and
14certificates of conversion have been filed with the department of financial
15institutions indicating that an entity acquired in the merger or an entity converted
16in the conversion had a fee simple ownership interest in any Wisconsin real estate.
SB619-SSA1, s. 49 17Section 49. 183.0109 (1) (a) 5. of the statutes is amended to read:
SB619-SSA1,29,2218 183.0109 (1) (a) 5. An application for a certificate of conversion under s.
19183.1207 (5). The form prescribed under this subdivision shall indicate that if the
20business entity that is to be converted has a fee simple ownership interest in
21Wisconsin real estate, the entity is required to file a report with the department of
22revenue under s. 73.14.
SB619-SSA1, s. 50 23Section 50. 183.0109 (2) of the statutes is amended to read:
SB619-SSA1,30,524 183.0109 (2) The department may prescribe, and furnish on request, forms for
25other documents required or permitted to be filed by this chapter, but use of these

1forms is not mandatory. If the department prescribes a form for articles of merger
2under s. 183.1204, the form shall indicate that if a business entity that is acquired
3in the merger has a fee simple ownership interest in Wisconsin real estate, the
4business entity that survives the merger is required to file a report with the
5department of revenue under s. 73.14.
SB619-SSA1, s. 51 6Section 51. 183.1202 (1) of the statutes is amended to read:
SB619-SSA1,30,147 183.1202 (1) Unless otherwise provided in an operating agreement and except
8as provided in s. 180.11045 (2)
, a limited liability company that is a party to a
9proposed merger shall approve the plan of merger by an affirmative vote of members
10as described in s. 183.0404 (1) (a). Unless otherwise provided in an operating
11agreement or waived by the members, a limited liability company may obtain the
12approving vote of its members only after providing the members with not less than
1310 nor more than 50 days' written notice of its intent to merge accompanied by the
14plan of merger.
SB619-SSA1, s. 52 15Section 52. 183.1204 (1) (cm) of the statutes is created to read:
SB619-SSA1,30,1816 183.1204 (1) (cm) A statement indicating whether a business entity that
17merged with or into the surviving entity in the merger has a fee simple ownership
18interest in any Wisconsin real estate.
SB619-SSA1, s. 53 19Section 53. 183.1205 (2) of the statutes is amended to read:
SB619-SSA1,31,220 183.1205 (2) The title to all property owned by each business entity that is a
21party to the merger is vested in the surviving business entity without reversion or
22impairment, provided that, if a merging business entity has an interest in real estate
23in Wisconsin on the date of the merger, the merging business entity shall transfer
24that interest to the business entity surviving the merger and shall execute any real
25estate transfer return required under s. 77.22. The business entity surviving the

1merger shall promptly record the instrument of conveyance under s. 59.43 in the
2office of the register of deeds for each county in which the real estate is located
.
SB619-SSA1, s. 54 3Section 54. 183.1207 (4) (c) of the statutes is amended to read:
SB619-SSA1,31,124 183.1207 (4) (c) The business entity continues to be vested with title to all
5property owned by the business entity that was converted without reversion or
6impairment, provided that, if the converting business entity has an interest in real
7estate in Wisconsin on the date of the conversion, the converting business entity shall
8transfer that interest to the business entity surviving the conversion and shall
9execute any real estate transfer return required under s. 77.22. The business entity
10surviving the conversion shall promptly record the instrument of conveyance under
11s. 59.43 in the office of the register of deeds for each county in which the real estate
12is located
.
SB619-SSA1, s. 55 13Section 55. 183.1207 (5) (bm) of the statutes is created to read:
SB619-SSA1,31,1514 183.1207 (5) (bm) A statement indicating whether the business entity that is
15to be converted has a fee simple ownership interest in any Wisconsin real estate.
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