SB423,120,5 3(5) Articles of incorporation and bylaws. The articles of incorporation and
4bylaws of the surviving corporation are amended to the extent provided in the plan
5of merger.
SB423,120,9 6181.1107 Merger with foreign corporation or foreign stock
7corporation.
(1) When permitted. One or more foreign corporations or foreign
8stock corporations may merge with one or more domestic corporations if all of the
9following conditions are met:
SB423,120,1210 (a) The merger is permitted by the law of the state or country under whose law
11each foreign corporation or stock corporation is incorporated and each foreign
12corporation or stock corporation complies with that law in effecting the merger.
SB423,120,1413 (b) The foreign corporation or stock corporation complies with s. 181.1105 if it
14is the surviving corporation of the merger.
SB423,120,1715 (c) Each domestic corporation complies with the applicable provisions of ss.
16181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s.
17181.1105.
SB423,120,20 18(2) Effect of merger. Upon the merger taking effect, the surviving foreign
19corporation or foreign stock corporation is deemed to have irrevocably appointed the
20department as its agent for service of process in any proceeding brought against it.
SB423,120,25 21181.1108 Bequests, devises and gifts. Any bequest, devise, gift, grant, or
22promise contained in a will or other instrument of donation, subscription, or
23conveyance, that is made to a constituent corporation and that takes effect or
24remains payable after the merger, inures to the surviving corporation unless the will
25or other instrument otherwise specifically provides.
SB423,121,7
1181.1150 Conversion of cooperative. A cooperative organized without
2capital stock may elect to convert itself to a corporation by adopting and filing
3restated articles of incorporation in the manner required under ch. 185. The restated
4articles of incorporation shall conform to the requirements of s. 181.0202 and shall
5contain a statement that the cooperative elects to convert itself to a corporation
6subject to this chapter. The election to become a corporation subject to this chapter
7is effective upon the filing of the restated articles of incorporation.
SB423,121,98 Subchapter XII
9 Sale of assets
SB423,121,12 10181.1201 Sale of assets in regular course of activities and mortgage of
11assets.
(1) Role of board. A corporation may, on the terms and conditions and for
12the consideration determined by the board, do any of the following:
SB423,121,1413 (a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its
14property in the usual and regular course of its activities.
SB423,121,1615 (b) Sell, lease, exchange or otherwise dispose of less than substantially all of
16its property whether or not in the usual and regular course of activities.
SB423,121,1917 (c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with
18or without recourse, or otherwise encumber any or all of its property whether or not
19in the usual and regular course of its activities.
SB423,121,22 20(2) Role of members. Unless required by the articles of incorporation or
21bylaws, approval of the members or any other person of a transaction described in
22sub. (1) is not required.
SB423,122,3 23181.1202 Sale of assets other than in regular course of activities. (1)
24When permitted. A corporation may sell, lease, exchange or otherwise dispose of all,
25or substantially all, of its property, with or without the goodwill, other than in the

1usual and regular course of its activities on the terms and conditions and for the
2consideration determined by the corporation's board if the proposed transaction is
3authorized under sub. (2).
SB423,122,6 4(2) Approval requirements in general. Unless this chapter, the articles of
5incorporation or the bylaws require a greater vote or voting by class, the proposed
6transaction to be authorized must be approved by all of the following:
SB423,122,77 (a) Unless the articles of incorporation or bylaws provide otherwise, the board.
SB423,122,98 (b) The members with voting rights, if any, by two-thirds of the votes cast or
9a majority of the voting power, whichever is less.
SB423,122,1110 (c) A 3rd person, in writing, whose approval is required by a provision of the
11articles of incorporation.
SB423,122,19 12(3) Corporation without members. If the corporation does not have members
13the transaction must be approved by a vote of a majority of the directors in office at
14the time the transaction is approved. In addition the corporation shall provide notice
15of any board meeting at which such approval is to be obtained in accordance with s.
16181.0822 (3). The notice must also state that the purpose, or one of the purposes, of
17the meeting is to consider the sale, lease, exchange or other disposition of all, or
18substantially all, of the property or assets of the corporation and contain or be
19accompanied by a copy or summary of a description of the transaction.
SB423,123,2 20(4) Notice requirements. If the corporation seeks to have the transaction
21approved by the members at a membership meeting, the corporation shall give notice
22to its members of the proposed membership meeting in accordance with s. 181.0705.
23The notice must also state that the purpose, or one of the purposes, of the meeting
24is to consider the sale, lease, exchange, or other disposition of all, or substantially all,

1of the property or assets of the corporation and contain or be accompanied by a copy
2or summary of a description of the transaction.
SB423,123,6 3(5) Written consents or ballots. If the board needs to have the transaction
4approved by the members by written consent or written ballot, the material soliciting
5the approval shall contain or be accompanied by a copy or summary of a description
6of the transaction.
SB423,123,12 7(6) Abandonment of transaction. After a sale, lease, exchange, or other
8disposition of property is authorized, the transaction may be abandoned, subject to
9any contractual rights, without further action by the members or any other person
10who approved the transaction in accordance with the procedure set forth in the
11resolution proposing the transaction or, if none is set forth, in the manner determined
12by the board.
SB423,123,1413 Subchapter XIII
14 Distributions
SB423,123,16 15181.1301 Prohibited distributions. Except as provided in s. 181.1302, a
16corporation may not make any distributions.
SB423,123,19 17181.1302 Authorized distributions. (1) Purchase of memberships. A
18corporation may purchase its memberships if after the purchase is completed all of
19the following conditions are met:
SB423,123,2120 (a) The corporation would be able to pay its debts as they become due in the
21usual course of its activities.
SB423,123,2322 (b) The corporation's total assets would at least equal the sum of its total
23liabilities.
SB423,123,25 24(2) Distributions on dissolution. Corporations may make distributions upon
25dissolution under subch. XIV.
SB423,124,3
1(3) Distributions to nonprofit corporations. A corporation may make a
2distribution to another domestic or foreign corporation, if all of the following
3conditions are met:
SB423,124,54 (a) The articles of incorporation, or, if the articles of incorporation so provide,
5the bylaws, state that a distribution may be made under this subsection.
SB423,124,76 (b) The distribution is made in accordance with the stated purpose of the
7corporation.
SB423,124,98 (c) The corporation would be able to pay its debts as they become due in the
9usual course of its activities.
SB423,124,1110 (d) The corporation's total assets would equal at least the sum of its total
11liabilities.
SB423,124,1412 (e) The domestic or foreign corporation to which the distribution is made may
13not distribute any part of its income to members, directors or officers and is exempt
14from taxation under 26 USC 501.
SB423,124,16 15(4) Other distributions. A corporation may make a distribution that is not
16permitted under subs. (1) to (3) only if all of the following apply:
SB423,124,1817 (a) The articles of incorporation state that a distribution may be made under
18this subsection.
SB423,124,2019 (b) The distribution is made in accordance with the stated purpose of the
20corporation.
SB423,124,2221 (c) The corporation would be able to pay its debts as they become due in the
22usual course of its activities.
SB423,124,2423 (d) The corporation's total assets would equal at least the sum of its total
24liabilities.
SB423,125,2
1Subchapter XIV
2 Dissolution
SB423,125,6 3181.1401 Dissolution by incorporators, directors, members and 3rd
4persons.
(1) In general. (a) Prior to the election of directors, unless this chapter,
5the articles of incorporation or the bylaws require a greater vote or voting by class,
6dissolution is authorized if it is approved by a majority of the incorporators.
SB423,125,97 (b) After the election of directors, unless this chapter, the articles of
8incorporation or the bylaws require a greater vote or voting by class, dissolution is
9authorized if it is approved by all of the following:
SB423,125,1010 1. Unless the articles of incorporation or bylaws provide otherwise, the board.
SB423,125,1211 2. The members with voting rights, if any, by two-thirds of the votes cast or a
12majority of the voting power, whichever is less.
SB423,125,1413 3. A 3rd person, in writing, whose approval is required by a provision of the
14articles of incorporation.
SB423,125,22 15(2) Corporation without members with voting rights. If the corporation does
16not have members with voting rights, dissolution must be approved by a vote of a
17majority of the directors in office at the time the transaction is approved. In addition,
18the corporation shall provide notice of any board of directors' meeting at which such
19approval is to be obtained in accordance with s. 181.0822 (3). The notice must also
20state that the purpose, or one of the purposes, of the meeting is to consider dissolution
21of the corporation and contain or be accompanied by a copy or summary of the plan
22of dissolution.
SB423,126,3 23(3) Notice requirements. If the board seeks to have dissolution approved by
24the members at a membership meeting, the corporation shall give notice to its
25members of the proposed membership meeting in accordance with s. 181.0705. The

1notice must also state that the purpose, or one of the purposes, of the meeting is to
2consider dissolving the corporation and contain or be accompanied by a copy or
3summary of the plan of dissolution.
SB423,126,7 4(4) Written consents or ballots. If the board seeks to have dissolution
5approved by the members by written consent or written ballot, the material soliciting
6the approval shall contain or be accompanied by a copy or summary of the plan of
7dissolution.
SB423,126,10 8(5) Distribution of assets. The plan of dissolution shall indicate to whom the
9assets owned or held by the corporation will be distributed after all creditors have
10been paid.
SB423,126,14 11181.1403 Articles of dissolution. (1) Filing requirements. At any time
12after dissolution is authorized, the corporation may dissolve by delivering to the
13department for filing articles of dissolution that include all of the following
14information:
SB423,126,1515 (a) The name of the corporation.
SB423,126,1616 (b) The date dissolution was authorized.
SB423,126,1717 (c) A statement that dissolution was approved by a sufficient vote of the board.
SB423,126,2018 (d) If approval of members was not required, a statement to that effect and a
19statement that dissolution was approved by a sufficient vote of the board or of the
20incorporators.
SB423,126,2121 (e) If approval by members was required, all of the following:
SB423,126,2422 1. The designation, number of memberships outstanding, number of votes
23entitled to be cast by each class entitled to vote separately on dissolution, and
24number of votes of each class indisputably voting on dissolution.
SB423,127,4
12. Either the total number of votes cast for and against dissolution by each class
2entitled to vote separately on dissolution or the total number of undisputed votes cast
3for dissolution by each class and a statement that the number cast for dissolution by
4each class was sufficient for approval by that class.
SB423,127,75 (f) If approval of dissolution by a person other than the members, the board or
6the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the
7approval was obtained.
SB423,127,108 (g) If the corporation is to retain the exclusive use of its name for less than 120
9days after the effective date of its articles of dissolution, as provided in s. 181.1405
10(3), a statement specifying the shorter period.
SB423,127,12 11(2) Effective date. A corporation is dissolved upon the effective date of its
12articles of dissolution.
SB423,127,14 13181.1404 Revocation of dissolution. (1) When permitted. A corporation
14may revoke its dissolution within 120 days of its effective date.
SB423,127,18 15(2) How authorized. Revocation of dissolution must be authorized in the same
16manner as the dissolution was authorized unless that authorization permitted
17revocation by action of the board alone, in which event the board may revoke the
18dissolution without action by the members or any other person.
SB423,127,22 19(3) Filing requirements. After the revocation of dissolution is authorized, the
20corporation may revoke the dissolution by delivering to the department for filing
21articles of revocation of dissolution, together with a copy of its articles of dissolution,
22that include all of the following information:
SB423,127,2323 (a) The name of the corporation.
SB423,127,2424 (b) The effective date of the dissolution that was revoked.
SB423,127,2525 (c) The date that the revocation of dissolution was authorized.
SB423,128,2
1(d) If the corporation's board or the incorporators revoked the dissolution, a
2statement to that effect.
SB423,128,53 (e) If the corporation's board revoked a dissolution authorized by the members
4alone or in conjunction with another person, a statement that revocation was
5permitted by action by the board alone pursuant to that authorization.
SB423,128,76 (f) If member or 3rd-person action was required to revoke the dissolution, the
7information required under s. 181.1403 (1) (e) and (f).
SB423,128,9 8(4) Effective date. Revocation of dissolution is effective upon the effective date
9of the articles of revocation of dissolution.
SB423,128,12 10(5) Effect of revocation. When the revocation of dissolution is effective, it
11relates back to and takes effect as of the effective date of the dissolution and the
12corporation resumes carrying on its activities as if dissolution had never occurred.
SB423,128,16 13181.1405 Effect of dissolution. (1) Powers of dissolved corporation. A
14dissolved corporation continues its corporate existence but may not carry on any
15activities except those appropriate to wind up and liquidate its affairs, including any
16of the following:
SB423,128,1717 (a) Preserving and protecting its assets and minimizing its liabilities.
SB423,128,1918 (b) Discharging or making provision for discharging its liabilities and
19obligations.
SB423,128,2020 (c) Disposing of its properties that will not be distributed in kind.
SB423,128,2321 (d) Returning, transferring or conveying assets held by the corporation upon
22a condition requiring return, transfer or conveyance, which condition occurs by
23reason of the dissolution, in accordance with the condition.
SB423,128,2524 (e) Transferring, subject to any contractual or legal requirements, its assets as
25provided in or authorized by its articles of incorporation or bylaws.
SB423,129,4
1(g) If no provision has been made in the corporation's articles of incorporation
2or bylaws for distribution of assets on dissolution, transferring its assets to its
3members or, if it has no members, to those persons whom the corporation holds itself
4out as benefiting or serving.
SB423,129,65 (h) Doing every other act necessary to wind up and liquidate its assets and
6affairs.
SB423,129,8 7(2) Matters not affected by dissolution. Dissolution of a corporation does not
8do any of the following:
SB423,129,99 (a) Transfer title to the corporation's property.
SB423,129,1110 (b) Subject its directors or officers to standards of conduct different from those
11under subch. VIII.
SB423,129,1412 (c) Change quorum or voting requirements for its board or members; change
13provisions for selection, resignation, or removal of its directors or officers or both; or
14change provisions for amending its bylaws.
SB423,129,1615 (d) Prevent commencement of a proceeding by or against the corporation in its
16corporate name.
SB423,129,1817 (e) Abate or suspend a proceeding pending by or against the corporation on the
18effective date of dissolution.
SB423,129,1919 (f) Terminate the authority of the registered agent.
SB423,129,24 20(3) Retention of exclusive use of name. Except as provided in s. 181.1421 (6)
21and unless a dissolved corporation registers its corporate name under s. 181.0403 (2),
22the dissolved corporation retains the exclusive use of its corporate name for 120 days
23after the effective date of its articles of dissolution or for a shorter period if specified
24in its articles of dissolution under s. 181.1403 (1) (g).
SB423,130,3
1181.1406 Known claims against dissolved corporation. (1) Definition.
2In this section, "claim" does not include a contingent liability or a claim based on an
3event occurring after the effective date of dissolution.
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