SB619-SSA1,14,23 22180.11045 Merger of indirect wholly owned subsidiary or parent. (1)
23Definitions. In this section:
SB619-SSA1,15,224 (a) "Holding company" means a corporation that issues shares under sub. (2)
25(b) and that, during the period beginning with its incorporation and ending with the

1effective time of a merger under this section, was at all times a wholly owned
2subsidiary of the parent corporation that is party to the merger.
SB619-SSA1,15,33 (b) "Indirect wholly owned subsidiary" means any of the following:
SB619-SSA1,15,64 1. A corporation, all of the outstanding shares of each class of which are, prior
5to the effective time of a merger under this section, owned by a parent corporation
6indirectly through one or more business entities.
SB619-SSA1,15,107 2. A limited liability company organized under ch. 183, all of the outstanding
8interests of each class of which are, prior to the effective time of a merger under this
9section, owned by a parent corporation indirectly through one or more business
10entities.
SB619-SSA1,15,1411 (c) "Organizational documents" means, when used in reference to a
12corporation, the corporation's articles of incorporation and bylaws and, when used
13in reference to a limited liability company, the limited liability company's operating
14agreement.
SB619-SSA1,15,1715 (d) "Parent corporation" means a corporation owning, prior to the effective time
16of a merger under this section, all of the outstanding shares of each class of another
17corporation or all of the outstanding interests of each class of another business entity.
SB619-SSA1,15,1918 (e) "Surviving entity" means the limited liability company or corporation, other
19than the holding company, surviving a merger under sub. (2).
SB619-SSA1,15,2020 (f) "Wholly owned subsidiary" means any of the following:
SB619-SSA1,15,2221 1. A corporation, all of the outstanding shares of each class of which are owned
22by a corporation indirectly through one or more business entities or directly.
SB619-SSA1,15,2523 2. A limited liability company organized under ch. 183, all of the outstanding
24interests of each class of which are owned by a corporation indirectly through one or
25more business entities or directly.
SB619-SSA1,16,7
1(2) Merger authorized. Unless the articles of incorporation of the parent
2corporation specifically provide otherwise, or the parent corporation is a statutory
3close corporation under ss. 180.1801 to 180.1837, a parent corporation may merge
4with or into one of its indirect wholly owned subsidiaries pursuant to s. 180.1101
5without approval of the shareholders of the parent corporation or the shareholders
6or members of the indirect wholly owned subsidiary if all of the following conditions
7are satisfied:
SB619-SSA1,16,98 (a) The parent corporation and the indirect wholly owned subsidiary are the
9only parties to the merger.
SB619-SSA1,16,1610 (b) Each share or other interest of the parent corporation outstanding
11immediately prior to the effective time of the merger is converted in the merger into
12a share or equal interest of a corporation that was a wholly owned subsidiary of the
13parent corporation immediately prior to the effective time of the merger having the
14same designation, preferences, limitations, and relative rights as the share or other
15interest of the parent corporation outstanding immediately prior to the effective time
16of the merger.
SB619-SSA1,17,617 (c) Except as otherwise provided in this paragraph, immediately following the
18effective time of the merger, the organizational documents of the holding company
19issuing shares in the merger pursuant to sub. (2) (b) contain provisions identical to
20the organizational documents of the parent corporation immediately prior to the
21effective time of the merger. This requirement does not apply to provisions regarding
22the incorporator or incorporators, the corporate name, the registered office and
23agent, and provisions that are subject to amendment under s. 180.1002. To the
24extent that the 2nd sentence of s. 180.0852 applied to the parent corporation
25immediately prior to the effective time of the merger, the organizational documents

1of the holding company immediately following the effective time of the merger shall
2contain provisions implementing that sentence. If s. 180.1706 (2) and (3) applies to
3the parent corporation, pursuant to s. 180.1706 (1), immediately prior to the effective
4time of the merger, the articles of incorporation of the holding company immediately
5following the effective time of the merger shall contain provisions implementing s.
6180.1706 (2) and (3).
SB619-SSA1,17,87 (d) Immediately following the effective time of the merger, the surviving entity
8is a wholly owned subsidiary of the holding company.
SB619-SSA1,17,119 (e) The directors of the parent corporation immediately prior to the effective
10time of the merger are the directors of the holding company immediately following
11the effective time of the merger.
SB619-SSA1,18,1412 (f) Except as otherwise provided in this paragraph, the organizational
13documents of the surviving entity immediately following the effective time of the
14merger contain provisions identical to the organizational documents of the parent
15corporation immediately prior to the effective time of the merger. With respect to a
16surviving entity that is a corporation, this requirement does not apply to provisions
17regarding the incorporator or incorporators; the corporate name; the registered office
18and agent; or provisions that are subject to amendment under s. 180.1002 or any
19other law permitting amendment of the articles of incorporation without approval
20of the shareholders. With respect to a surviving entity that is a limited liability
21company, this requirement does not apply to provisions regarding the organizer or
22organizers; the entity name; the registered office and agent; references to members
23rather than shareholders; references to interests, units, or similar terms rather than
24shares; references to managers rather than directors; or provisions that are subject
25to amendment under any law permitting amendment of the operating agreement

1without approval of the members. The organizational documents of the surviving
2entity immediately following the effective time of the merger may specify a reduced
3number of classes and shares or other interests that the surviving entity is
4authorized to issue. To the extent that the 2nd sentence of s. 180.0852 applied to the
5parent corporation immediately prior to the effective time of the merger, the
6organizational documents of the surviving entity immediately following the effective
7time of the merger shall contain provisions implementing that sentence. If s.
8180.1706 (2) and (3) applies to the parent corporation, pursuant to s. 180.1706 (1),
9immediately prior to the effective time of the merger, the organizational documents
10of the surviving entity immediately following the effective time of the merger shall
11contain provisions implementing s. 180.1706 (2) and (3). The organizational
12documents of the surviving entity immediately following the effective time of the
13merger shall contain provisions that specifically refer to this paragraph and that
14require all of the following:
SB619-SSA1,18,2215 1. Any act, other than the election or removal of directors or managers of the
16surviving entity, for which approval of the shareholders or members of the surviving
17entity is required under this chapter, ch. 183, or the surviving entity's organizational
18documents may be accomplished only with the additional approval of the
19shareholders of the holding company or any successor to the holding company, by the
20same vote as is required for approval of the shareholders or members of the surviving
21entity under this chapter, ch. 183, or the surviving entity's organizational
22documents.
SB619-SSA1,19,423 2. If the surviving entity is a limited liability company, any act, other than the
24election or removal of managers of the surviving entity, for which approval of the
25shareholders of the surviving entity would be required under this chapter if the

1surviving entity were a corporation may be accomplished only with the additional
2approval of the shareholders of the holding company or any successor to the holding
3company, by the same vote as would be required for approval of the shareholders
4under this chapter if the surviving entity were a corporation.
SB619-SSA1,19,125 3. If the surviving entity is a limited liability company, any amendment of the
6organizational documents of the surviving entity that would be required under this
7chapter to be included in the articles of incorporation of the surviving entity if the
8surviving entity were a corporation, other than an amendment specified in s.
9180.1002, may be accomplished only with the additional approval of the
10shareholders of the holding company or any successor to the holding company, by the
11same vote as would be required for approval of the shareholders under this chapter
12if the surviving entity were a corporation.
SB619-SSA1,19,1813 4. If the surviving entity is a limited liability company, the affairs of the
14surviving entity are managed by or under the direction of a group of managers
15consisting of individuals who have the same fiduciary duties toward the surviving
16entity and its members as the directors of a corporation have toward the corporation
17and its shareholders and who are liable for breach of their duties to the same extent
18as directors of a corporation.
SB619-SSA1,19,2119 (g) In the opinion of the board of directors of the parent corporation, the
20shareholders of the parent corporation do not have a gain or loss under the Internal
21Revenue Code as a result of the merger.
SB619-SSA1,19,24 22(3) Articles of merger. The surviving entity shall include in the articles of
23merger under s. 180.1105 a statement that the merger was approved in accordance
24with this section and that the requirements of sub. (2) have been satisfied.
SB619-SSA1,20,2
1(4) Effect of merger. All of the following occur when a merger under sub. (2)
2takes effect:
SB619-SSA1,20,123 (a) To the extent that the restrictions of s. 180.1131, 180.1141, or 180.1150
4applied to the parent corporation and its shareholders immediately prior to the
5effective time of the merger, the restrictions apply to the holding company and its
6shareholders immediately following the effective time of the merger to the same
7extent as if the holding company were the parent corporation as the corporation
8existed immediately prior to the effective time of the merger. For purposes of ss.
9180.1130, 180.1132, 180.1141, 180.1142, 180.1143, and 180.1150, the shares of the
10holding company acquired in the merger are deemed to have been acquired at the
11time and for the price and form of consideration that the shares of the parent
12corporation that were converted in the merger were acquired.
SB619-SSA1,20,1613 (b) If immediately prior to the effective time of the merger s. 180.1141,
14180.1142, or 180.1150 did not apply to a shareholder of the parent corporation, the
15section does not apply to the shareholder as a shareholder of the holding company
16solely by reason of the merger.
SB619-SSA1,20,2217 (c) If the corporate name of the holding company immediately following the
18effective time of the merger is the same as the corporate name of the parent
19corporation immediately prior to the effective time of the merger, the shares of the
20holding company into which the shares of the parent corporation are converted in the
21merger are represented by the certificates that previously represented shares of the
22parent corporation.
SB619-SSA1,21,223 (d) A shareholder of the parent corporation immediately prior to the effective
24time of the merger retains any right that the shareholder had immediately prior to

1the effective time of the merger to institute or maintain a derivative proceeding in
2the right of the parent corporation.
SB619-SSA1,21,73 (e) No act of the surviving entity that requires the additional approval of the
4shareholders of the holding company or any successor company pursuant to sub. (2)
5(f) shall give rise to dissenters' rights under ss. 180.1301 to 180.1331 for the
6shareholders or the beneficial shareholders of the holding company or any successor
7to the holding company.
SB619-SSA1,21,198 (f) To the extent that shares of the parent corporation immediately prior to the
9effective time of the merger constituted shares of a preexisting class, the shares of
10the holding company immediately following the effective time of the merger
11constitute shares of a preexisting class to the same extent as if the holding company
12were the parent corporation as the parent corporation existed immediately prior to
13the effective time of the merger. Shares or interests of the surviving entity do not
14constitute shares of a preexisting class for purposes of s. 180.1705. For purposes of
15s. 180.1707, to the extent that shares of the parent corporation immediately prior to
16the effective time of the merger constituted shares of a preexisting class, the shares
17or interests of the surviving entity constitute shares of a preexisting class to the same
18extent as if the surviving entity were the parent corporation as the parent
19corporation existed immediately prior to the effective time of the merger.
SB619-SSA1,22,1120 (g) To the extent that the provisions of s. 180.1706 (4) applied to the parent
21corporation immediately prior to the effective time of the merger, the provisions
22apply to the holding company immediately following the effective time of the merger
23to the same extent as if the holding company were the parent corporation as the
24corporation existed immediately prior to the effective time of the merger. To the
25extent that the provisions of s. 180.1706 (4) applied to the parent corporation

1immediately prior to the effective time of the merger, if the surviving entity is a
2corporation, the provisions apply to the surviving entity immediately following the
3effective time of the merger to the same extent as if the surviving entity were the
4parent corporation as the corporation existed immediately prior to the effective time
5of the merger. To the extent that the provisions of s. 180.1706 (4) applied to the parent
6corporation immediately prior to the effective time of the merger, if the surviving
7entity is a limited liability company, the provisions apply to the corresponding
8provisions of the organizational documents of the surviving entity immediately
9following the effective time of the merger to the same extent as if the surviving entity
10were the parent corporation as the corporation existed immediately prior to the
11effective time of the merger.
SB619-SSA1,22,2012 (h) To the extent that immediately prior to the effective time of the merger
13shareholders of the parent corporation had rights or were subject to obligations or
14restrictions of the types referred to in s. 180.0627 (2), 180.0630 (4), 180.0722 (2),
15180.0730 (1), or 180.0731 (1), the rights, obligations, or restrictions apply to the
16shareholders of the holding company immediately following the effective time of the
17merger to the same extent as if the holding company were the parent corporation as
18the corporation existed immediately prior to the effective time of the merger, unless
19the agreement, waiver, proxy, or trust establishing the rights, obligations, or
20restrictions specifies otherwise.
SB619-SSA1, s. 26 21Section 26. 180.1105 (1) (a) and (b) of the statutes are repealed.
SB619-SSA1, s. 27 22Section 27. 180.1105 (1) (bm), (cm), (dm) and (e) to (h) of the statutes are
23created to read:
SB619-SSA1,22,2524 180.1105 (1) (bm) The name and state of incorporation of each corporation that
25is a party to the merger or share exchange.
SB619-SSA1,23,3
1(cm) A statement that a plan of merger or share exchange has been approved
2and adopted by each corporation that is a party to the merger or share exchange as
3required under s. 180.1103 or 180.1104, as applicable.
SB619-SSA1,23,44 (dm) The name of the surviving or acquiring corporation.
SB619-SSA1,23,95 (e) In the case of a merger, any amendments in the articles of incorporation of
6the surviving corporation that are intended by the parties to the merger to take effect
7upon the merger or, if there are no such amendments, a statement that the articles
8of incorporation of the surviving corporation or another corporation that is a party
9to the merger will be the articles of incorporation of the surviving corporation.
SB619-SSA1,23,1110 (f) A statement that the executed plan of merger or share exchange is on file
11at the principal place of business of the surviving or acquiring corporation.
SB619-SSA1,23,1612 (g) A statement that the surviving or acquiring corporation will provide a copy
13of the plan of merger or share exchange, upon request and without cost, to any
14shareholder of a corporation that was a party to the merger or share exchange or,
15upon payment to the surviving or acquiring corporation of an amount equal to the
16cost of producing the copy, to any other interested person.
SB619-SSA1,23,1917 (h) In the case of a merger, a statement indicating whether a business entity
18that merged with or into the surviving entity in the merger has a fee simple
19ownership interest in any Wisconsin real estate.
SB619-SSA1, s. 28 20Section 28. 180.1105 (1) (c) and (d) of the statutes are renumbered 180.1105
21(1) (am) and (i).
SB619-SSA1, s. 29 22Section 29. 180.1106 (1) (b) of the statutes is amended to read:
SB619-SSA1,24,523 180.1106 (1) (b) The title to all property owned by each business entity that is
24party to the merger is vested in the surviving business entity without reversion or
25impairment, provided that, if a merging business entity has an interest in real estate

1in Wisconsin on the date of the merger, the merging business entity shall transfer
2that interest to the business entity surviving the merger and shall execute any real
3estate transfer return required under s. 77.22. The business entity surviving the
4merger shall promptly record the instrument of conveyance under s. 59.43 in the
5office of the register of deeds for each county in which the real estate is located
.
SB619-SSA1, s. 30 6Section 30. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
SB619-SSA1,24,127 180.1130 (3) (a) (intro.) Unless the merger or share exchange is subject to s.
8180.1104 or s. 180.11045, does not alter the contract rights of the shares as set forth
9in the articles of incorporation or does not change or convert in whole or in part the
10outstanding shares of the resident domestic corporation, a merger or share exchange
11of the resident domestic corporation or a subsidiary of the resident domestic
12corporation with any of the following:
SB619-SSA1, s. 31 13Section 31. 180.1130 (14) of the statutes is repealed and recreated to read:
SB619-SSA1,24,1614 180.1130 (14) "Valuation date" means the time when the closing price of the
15stock is determined on the day before the first public announcement of the proposed
16business combination.
SB619-SSA1, s. 32 17Section 32. 180.1140 (11) of the statutes is amended to read:
SB619-SSA1,24,2018 180.1140 (11) "Stock acquisition date", with respect to any person, means the
19date that time when that person first becomes an interested stockholder of that
20resident domestic corporation.
SB619-SSA1, s. 33 21Section 33. 180.1150 (2) of the statutes is amended to read:
SB619-SSA1,25,422 180.1150 (2) Unless otherwise provided in the articles of incorporation of a
23resident domestic corporation or otherwise specified by the board of directors of the
24resident domestic corporation in accordance with s. 180.0824 (3),
and except as
25provided in sub. (3) or as restored under sub. (5), the voting power of shares of a

1resident domestic corporation held by any person, including shares issuable upon
2conversion of convertible securities or upon exercise of options or warrants, in excess
3of 20% of the voting power in the election of directors shall be limited to 10% of the
4full voting power of those shares.
SB619-SSA1, s. 34 5Section 34. 180.1161 (4) (c) of the statutes is amended to read:
SB619-SSA1,25,146 180.1161 (4) (c) The business entity continues to be vested with title to all
7property owned by the business entity that was converted without reversion or
8impairment, provided that, if the converting business entity has an interest in real
9estate in Wisconsin on the date of the conversion, the converting business entity shall
10transfer that interest to the business entity surviving the conversion and shall
11execute any real estate transfer return required under s. 77.22. The business entity
12surviving the conversion shall promptly record the instrument of conveyance under
13s. 59.43 in the office of the register of deeds for each county in which the real estate
14is located
.
SB619-SSA1, s. 35 15Section 35. 180.1161 (5) (bm) of the statutes is created to read:
SB619-SSA1,25,1716 180.1161 (5) (bm) A statement indicating whether the business entity that is
17to be converted has a fee simple ownership interest in any Wisconsin real estate.
SB619-SSA1, s. 36 18Section 36. 180.1201 (title) of the statutes is amended to read:
SB619-SSA1,25,20 19180.1201 (title) Sale of assets in regular course of business; mortgage
20of assets
; transfer of assets to subsidiary.
SB619-SSA1, s. 37 21Section 37. 180.1201 (1) (d) of the statutes is created to read:
SB619-SSA1,26,222 180.1201 (1) (d) Transfer any or all of its assets to one or more corporations or
23other entities, all of the shares or interests of which are owned by the corporation,
24unless the transfer is in connection with a plan or action involving the sale, exchange,

1or disposal of all or substantially all of the assets of the corporation and requires
2shareholder approval under s. 180.1202.
SB619-SSA1, s. 38 3Section 38. 180.1201 (2) of the statutes is amended to read:
SB619-SSA1,26,54 180.1201 (2) Unless required by the articles of incorporation, approval by the
5shareholders of a transaction described permitted in sub. (1) is not required.
SB619-SSA1, s. 39 6Section 39. 180.1302 (1) (a) 3. of the statutes is created to read:
SB619-SSA1,26,97 180.1302 (1) (a) 3. The issuer corporation is a parent that is merged with its
8subsidiary under s. 180.1104. This subdivision does not apply if all of the following
9are true:
SB619-SSA1,26,1210 a. The articles of incorporation of the surviving corporation do not differ from
11the articles of incorporation of the parent before the merger, except for amendments
12specified in s. 180.1002 (1) to (9).
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.
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