SB423: Bill Text

SB423,117,23 (a) The names of the parent and subsidiary.

SB423,118,3 (b) The manner and basis of converting the memberships of the subsidiary into memberships of the parent or any other corporation or into cash or other property in whole or part.

SB423,118,6 (3) Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member of the subsidiary who does not waive the mailing requirement in writing.

SB423,118,10 (4) Filing with department. The parent may not deliver articles of merger to the department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each member of the subsidiary who did not waive the mailing requirement.

SB423,118,13 (5) Certain amendments prohibited. Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in s. 181.1002.

SB423,118,17 181.1105 Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the department for filing articles of merger that include all of the following information:

SB423,118,18 (1) Plan. The plan of merger.

SB423,118,21 (2) If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board.

SB423,118,23 (3) If member approval required. If approval by members is required, all of the following:

SB423,119,3 (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.

SB423,119,7 (b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

SB423,119,10 (4) If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained.

SB423,119,12 181.1106 Effect of merger. When a merger takes effect all of the following occur:

SB423,119,15 (1) Termination of separate existence. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.

SB423,119,19 (2) Title to property. The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.

SB423,119,22 (3) Rights and duties. The surviving corporation has all of the rights, privileges, immunities and powers and is subject to all of the duties and liabilities of a corporation organized under this chapter.

SB423,120,2 (4) Pending proceedings. A civil, criminal, administrative or investigatory proceeding pending against any corporation that is a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.

SB423,120,5 (5) Articles of incorporation and bylaws. The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

SB423,120,9 181.1107 Merger with foreign corporation or foreign stock corporation. (1) When permitted. One or more foreign corporations or foreign stock corporations may merge with one or more domestic corporations if all of the following conditions are met:

SB423,120,12 (a) The merger is permitted by the law of the state or country under whose law each foreign corporation or stock corporation is incorporated and each foreign corporation or stock corporation complies with that law in effecting the merger.

SB423,120,14 (b) The foreign corporation or stock corporation complies with s. 181.1105 if it is the surviving corporation of the merger.

SB423,120,17 (c) Each domestic corporation complies with the applicable provisions of ss. 181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s. 181.1105.

SB423,120,20 (2) Effect of merger. Upon the merger taking effect, the surviving foreign corporation or foreign stock corporation is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.

SB423,120,25 181.1108 Bequests, devises and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.

SB423,121,7 181.1150 Conversion of cooperative. A cooperative organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation in the manner required under ch. 185. The restated articles of incorporation shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation.

SB423,121,9 Subchapter XII Sale of assets

SB423,121,12 181.1201 Sale of assets in regular course of activities and mortgage of assets. (1) Role of board. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following:

SB423,121,14 (a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.

SB423,121,16 (b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of activities.

SB423,121,19 (c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

SB423,121,22 (2) Role of members. Unless required by the articles of incorporation or bylaws, approval of the members or any other person of a transaction described in sub. (1) is not required.

SB423,122,3 181.1202 Sale of assets other than in regular course of activities. (1) When permitted. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized under sub. (2).

SB423,122,6 (2) Approval requirements in general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, the proposed transaction to be authorized must be approved by all of the following:

SB423,122,7 (a) Unless the articles of incorporation or bylaws provide otherwise, the board.

SB423,122,9 (b) The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

SB423,122,11 (c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

SB423,122,19 (3) Corporation without members. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

SB423,123,2 (4) Notice requirements. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

SB423,123,6 (5) Written consents or ballots. If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

SB423,123,12 (6) Abandonment of transaction. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board.

SB423,123,14 Subchapter XIII Distributions

SB423,123,16 181.1301 Prohibited distributions. Except as provided in s. 181.1302, a corporation may not make any distributions.

SB423,123,19 181.1302 Authorized distributions. (1) Purchase of memberships. A corporation may purchase its memberships if after the purchase is completed all of the following conditions are met:

SB423,123,21 (a) The corporation would be able to pay its debts as they become due in the usual course of its activities.

SB423,123,23 (b) The corporation's total assets would at least equal the sum of its total liabilities.

SB423,123,25 (2) Distributions on dissolution. Corporations may make distributions upon dissolution under subch. XIV.

SB423,124,3 (3) Distributions to nonprofit corporations. A corporation may make a distribution to another domestic or foreign corporation, if all of the following conditions are met:

SB423,124,5 (a) The articles of incorporation, or, if the articles of incorporation so provide, the bylaws, state that a distribution may be made under this subsection.

SB423,124,7 (b) The distribution is made in accordance with the stated purpose of the corporation.

SB423,124,9 (c) The corporation would be able to pay its debts as they become due in the usual course of its activities.

SB423,124,11 (d) The corporation's total assets would equal at least the sum of its total liabilities.

SB423,124,14 (e) The domestic or foreign corporation to which the distribution is made may not distribute any part of its income to members, directors or officers and is exempt from taxation under 26 USC 501.

SB423,124,16 (4) Other distributions. A corporation may make a distribution that is not permitted under subs. (1) to (3) only if all of the following apply:

SB423,124,18 (a) The articles of incorporation state that a distribution may be made under this subsection.

SB423,124,20 (b) The distribution is made in accordance with the stated purpose of the corporation.

SB423,124,22 (c) The corporation would be able to pay its debts as they become due in the usual course of its activities.

SB423,124,24 (d) The corporation's total assets would equal at least the sum of its total liabilities.

SB423,125,2 Subchapter XIV Dissolution

SB423,125,6 181.1401 Dissolution by incorporators, directors, members and 3rd persons. (1) In general. (a) Prior to the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by a majority of the incorporators.

SB423,125,9 (b) After the election of directors, unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, dissolution is authorized if it is approved by all of the following:

SB423,125,10 1. Unless the articles of incorporation or bylaws provide otherwise, the board.

SB423,125,12 2. The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

SB423,125,14 3. A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

SB423,125,22 (2) Corporation without members with voting rights. If the corporation does not have members with voting rights, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any board of directors' meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

SB423,126,3 (3) Notice requirements. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

SB423,126,7 (4) Written consents or ballots. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

SB423,126,10 (5) Distribution of assets. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

SB423,126,14 181.1403 Articles of dissolution. (1) Filing requirements. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information:

SB423,126,15 (a) The name of the corporation.

SB423,126,16 (b) The date dissolution was authorized.

SB423,126,17 (c) A statement that dissolution was approved by a sufficient vote of the board.

SB423,126,20 (d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators.

SB423,126,21 (e) If approval by members was required, all of the following:

SB423,126,24 1. The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution.

SB423,127,4 2. Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.

SB423,127,7 (f) If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained.

SB423,127,10 (g) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period.

SB423,127,12 (2) Effective date. A corporation is dissolved upon the effective date of its articles of dissolution.

SB423,127,14 181.1404 Revocation of dissolution. (1) When permitted. A corporation may revoke its dissolution within 120 days of its effective date.

SB423,127,18 (2) How authorized. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members or any other person.

SB423,127,22 (3) Filing requirements. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following information:

SB423,127,23 (a) The name of the corporation.

SB423,127,24 (b) The effective date of the dissolution that was revoked.

SB423,127,25 (c) The date that the revocation of dissolution was authorized.

SB423,128,2 (d) If the corporation's board or the incorporators revoked the dissolution, a statement to that effect.

SB423,128,5 (e) If the corporation's board revoked a dissolution authorized by the members alone or in conjunction with another person, a statement that revocation was permitted by action by the board alone pursuant to that authorization.

SB423,128,7 (f) If member or 3rd-person action was required to revoke the dissolution, the information required under s. 181.1403 (1) (e) and (f).

SB423,128,9 (4) Effective date. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

SB423,128,12 (5) Effect of revocation. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.