Amendment SSA1-SB619

SB619-SSA1,23,9 (e) In the case of a merger, any amendments in the articles of incorporation of the surviving corporation that are intended by the parties to the merger to take effect upon the merger or, if there are no such amendments, a statement that the articles of incorporation of the surviving corporation or another corporation that is a party to the merger will be the articles of incorporation of the surviving corporation.

SB619-SSA1,23,11 (f) A statement that the executed plan of merger or share exchange is on file at the principal place of business of the surviving or acquiring corporation.

SB619-SSA1,23,16 (g) A statement that the surviving or acquiring corporation will provide a copy of the plan of merger or share exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person.

SB619-SSA1,23,19 (h) In the case of a merger, a statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 28 Section 28. 180.1105 (1) (c) and (d) of the statutes are renumbered 180.1105 (1) (am) and (i).

SB619-SSA1, s. 29 Section 29. 180.1106 (1) (b) of the statutes is amended to read:

SB619-SSA1,24,5 180.1106 (1) (b) The title to all property owned by each business entity that is party to the merger is vested in the surviving business entity without reversion or impairment, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB619-SSA1, s. 30 Section 30. 180.1130 (3) (a) (intro.) of the statutes is amended to read:

SB619-SSA1,24,12 180.1130 (3) (a) (intro.) Unless the merger or share exchange is subject to s. 180.1104 or s. 180.11045, does not alter the contract rights of the shares as set forth in the articles of incorporation or does not change or convert in whole or in part the outstanding shares of the resident domestic corporation, a merger or share exchange of the resident domestic corporation or a subsidiary of the resident domestic corporation with any of the following:

SB619-SSA1, s. 31 Section 31. 180.1130 (14) of the statutes is repealed and recreated to read:

SB619-SSA1,24,16 180.1130 (14) "Valuation date" means the time when the closing price of the stock is determined on the day before the first public announcement of the proposed business combination.

SB619-SSA1, s. 32 Section 32. 180.1140 (11) of the statutes is amended to read:

SB619-SSA1,24,20 180.1140 (11) "Stock acquisition date", with respect to any person, means the date that time when that person first becomes an interested stockholder of that resident domestic corporation.

SB619-SSA1, s. 33 Section 33. 180.1150 (2) of the statutes is amended to read:

SB619-SSA1,25,4 180.1150 (2) Unless otherwise provided in the articles of incorporation of a resident domestic corporation or otherwise specified by the board of directors of the resident domestic corporation in accordance with s. 180.0824 (3), and except as provided in sub. (3) or as restored under sub. (5), the voting power of shares of a resident domestic corporation held by any person, including shares issuable upon conversion of convertible securities or upon exercise of options or warrants, in excess of 20% of the voting power in the election of directors shall be limited to 10% of the full voting power of those shares.

SB619-SSA1, s. 34 Section 34. 180.1161 (4) (c) of the statutes is amended to read:

SB619-SSA1,25,14 180.1161 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB619-SSA1, s. 35 Section 35. 180.1161 (5) (bm) of the statutes is created to read:

SB619-SSA1,25,17 180.1161 (5) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 36 Section 36. 180.1201 (title) of the statutes is amended to read:

SB619-SSA1,25,20 180.1201 (title) Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary.

SB619-SSA1, s. 37 Section 37. 180.1201 (1) (d) of the statutes is created to read:

SB619-SSA1,26,2 180.1201 (1) (d) Transfer any or all of its assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation, unless the transfer is in connection with a plan or action involving the sale, exchange, or disposal of all or substantially all of the assets of the corporation and requires shareholder approval under s. 180.1202.

SB619-SSA1, s. 38 Section 38. 180.1201 (2) of the statutes is amended to read:

SB619-SSA1,26,5 180.1201 (2) Unless required by the articles of incorporation, approval by the shareholders of a transaction described permitted in sub. (1) is not required.

SB619-SSA1, s. 39 Section 39. 180.1302 (1) (a) 3. of the statutes is created to read:

SB619-SSA1,26,9 180.1302 (1) (a) 3. The issuer corporation is a parent that is merged with its subsidiary under s. 180.1104. This subdivision does not apply if all of the following are true:

SB619-SSA1,26,12 a. The articles of incorporation of the surviving corporation do not differ from the articles of incorporation of the parent before the merger, except for amendments specified in s. 180.1002 (1) to (9).

SB619-SSA1,26,16 b. Each shareholder of the parent whose shares were outstanding immediately before the effective time of the merger holds the same number of shares with identical designations, preferences, limitations, and relative rights, immediately after the merger.

SB619-SSA1,26,22 c. The number of voting shares, as defined in s. 180.1103 (5) (a) 2., outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of voting shares of the parent outstanding immediately before the merger.

SB619-SSA1,27,3 d. The number of participating shares, as defined in s. 180.1103 (5) (a) 1., outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of participating shares of the parent outstanding immediately before the merger.

SB619-SSA1, s. 40 Section 40. 180.1302 (4) of the statutes is amended to read:

SB619-SSA1,27,11 180.1302 (4) Except in a business combination or unless Unless the articles of incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares of any class or series if the shares of the class or series are registered on a national securities exchange or quoted on the National Association of Securities Dealers, Inc., automated quotations system on the record date fixed to determine the shareholders entitled to notice of a shareholders meeting at which shareholders are to vote on the proposed corporate action.

SB619-SSA1, s. 41 Section 41. 181.0121 (1) (a) 4. of the statutes is amended to read:

SB619-SSA1,27,17 181.0121 (1) (a) 4. An application for a certificate of conversion under s. 181.1161 (5). The form prescribed under this subdivision shall indicate that if the business entity that is to be converted has a fee simple ownership interest in Wisconsin real estate, the entity is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 42 Section 42. 181.0121 (2) of the statutes is amended to read:

SB619-SSA1,27,25 181.0121 (2) Permissive forms. The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory. If the department prescribes a form for articles of merger under s. 181.1105, the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 43 Section 43. 181.1105 (1m) of the statutes is created to read:

SB619-SSA1,28,5 181.1105 (1m) Statement as to property owned by nonsurviving entity. A statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 44 Section 44. 181.1106 (2) of the statutes is amended to read:

SB619-SSA1,28,16 181.1106 (2) Title to property. The title to all real estate and other property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment subject to any conditions to which the property was subject before the merger, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB619-SSA1, s. 45 Section 45. 181.1161 (4) (c) of the statutes is amended to read:

SB619-SSA1,29,2 181.1161 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB619-SSA1, s. 46 Section 46. 181.1161 (5) (bm) of the statutes is created to read:

SB619-SSA1,29,5 181.1161 (5) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 47 Section 47. 182.01 (title) of the statutes is amended to read:

SB619-SSA1,29,8 182.01 (title) Business formation records; other duties of department of financial institutions.

SB619-SSA1, s. 48 Section 48. 182.01 (7) of the statutes is created to read:

SB619-SSA1,29,16 182.01 (7) Reports to department of revenue; business combinations. The department of financial institutions shall quarterly deliver to the department of revenue, in a form specified by the department of revenue, a report identifying mergers and conversions of business entities for which articles of merger and certificates of conversion have been filed with the department of financial institutions indicating that an entity acquired in the merger or an entity converted in the conversion had a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 49 Section 49. 183.0109 (1) (a) 5. of the statutes is amended to read:

SB619-SSA1,29,22 183.0109 (1) (a) 5. An application for a certificate of conversion under s. 183.1207 (5). The form prescribed under this subdivision shall indicate that if the business entity that is to be converted has a fee simple ownership interest in Wisconsin real estate, the entity is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 50 Section 50. 183.0109 (2) of the statutes is amended to read:

SB619-SSA1,30,5 183.0109 (2) The department may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory. If the department prescribes a form for articles of merger under s. 183.1204, the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 51 Section 51. 183.1202 (1) of the statutes is amended to read:

SB619-SSA1,30,14 183.1202 (1) Unless otherwise provided in an operating agreement and except as provided in s. 180.11045 (2), a limited liability company that is a party to a proposed merger shall approve the plan of merger by an affirmative vote of members as described in s. 183.0404 (1) (a). Unless otherwise provided in an operating agreement or waived by the members, a limited liability company may obtain the approving vote of its members only after providing the members with not less than 10 nor more than 50 days' written notice of its intent to merge accompanied by the plan of merger.

SB619-SSA1, s. 52 Section 52. 183.1204 (1) (cm) of the statutes is created to read:

SB619-SSA1,30,18 183.1204 (1) (cm) A statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 53 Section 53. 183.1205 (2) of the statutes is amended to read:

SB619-SSA1,31,2 183.1205 (2) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB619-SSA1, s. 54 Section 54. 183.1207 (4) (c) of the statutes is amended to read:

SB619-SSA1,31,12 183.1207 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB619-SSA1, s. 55 Section 55. 183.1207 (5) (bm) of the statutes is created to read:

SB619-SSA1,31,15 183.1207 (5) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1,31,16 (End)