MERGER
183.1201(1)(1) Unless the context requires otherwise, in this subchapter, "limited liability company" includes a domestic limited liability company and a foreign limited liability company.
183.1201(2)
(2) Unless otherwise provided in an operating agreement, one or more limited liability companies may merge with or into one or more other limited liability companies or one or more other foreign limited liability companies, with the surviving limited liability company being the limited liability company provided in the plan of merger.
183.1201(3)
(3) Interests in a limited liability company that is a party to a merger may be exchanged for or converted into cash, property, obligations or interest in the surviving limited liability company or of any other limited liability company.
183.1201 History
History: 1993 a. 112.
183.1202(1)(1) Unless otherwise provided in an operating agreement, 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.
183.1202(2)
(2) Unless otherwise provided in an operating agreement, the manager or managers of a limited liability company may not approve a merger without also obtaining the approval of the limited liability company's members under
sub. (1).
183.1202(3)
(3) Each foreign limited liability company that is a party to a proposed merger shall approve the merger in the manner and by the vote required by the laws applicable to the foreign limited liability company.
183.1202(4)
(4) Each limited liability company that is a party to the merger shall have any rights to abandon the merger that are provided for in the plan of merger or in the laws applicable to the limited liability company.
183.1202(5)
(5) Upon approval of a merger, the limited liability company shall notify each member of the approval and of the effective date of the merger.
183.1202 History
History: 1993 a. 112;
1995 a. 400.
183.1203(1)(1) Each limited liability company that is a party to a proposed merger shall enter into a written plan of merger to be approved under
s. 183.1202.
183.1203(2)
(2) The plan of merger shall include all of the following:
183.1203(2)(a)
(a) The name of each limited liability company that is a party to the merger and the name of the surviving limited liability company with, or into, which each other limited liability company proposes to merge.
183.1203(2)(c)
(c) The manner and basis of converting the interests in each limited liability company that is a party to the merger into limited liability company interests or obligations of the surviving limited liability company or into cash or other property.
183.1203(2)(d)
(d) Amendments to the articles of organization of the surviving limited liability company that will be effected by the merger.
183.1203(2)(e)
(e) Other necessary or desirable provisions relating to the proposed merger.
183.1203 History
History: 1993 a. 112;
1995 a. 400.
183.1204(1)(1) The surviving limited liability company shall deliver to the department articles of merger, executed by each party to the plan of merger, that include all of the following:
183.1204(1)(a)
(a) The name and state or jurisdiction of organization of each limited liability company that is to merge.
183.1204(1)(c)
(c) The name of the surviving or resulting limited liability company.
183.1204(1)(d)
(d) A statement as to whether the management of the surviving limited liability company will be reserved to its members or vested in one or more managers.
183.1204(2)
(2) A merger takes effect upon the effective date of the articles of merger.
183.1204 History
History: 1993 a. 112;
1995 a. 27.
183.1205
183.1205
Effects of merger. A merger has the following effects:
183.1205(1)
(1) The limited liability companies that are parties to the plan of merger become a single entity, which shall be the entity designated in the plan of merger as the surviving limited liability company.
183.1205(2)
(2) Each party to the plan of merger, except the surviving limited liability company, ceases to exist.
183.1205(3)
(3) The surviving limited liability company possesses all of the rights, privileges, immunities and powers of each merged limited liability company and is subject to all of the restrictions, disabilities and duties of each merged limited liability company.
183.1205(4)
(4) All property and all debts, including contributions, and each interest belonging to or owed to each of the parties to the merger is vested in the surviving limited liability company without further act.
183.1205(5)
(5) Title to all real estate and any interest in real estate, vested in any party to the merger, does not revert and is not in any way impaired because of the merger.
183.1205(6)
(6) The surviving limited liability company has all of the liabilities and obligations of each of the parties to the plan of merger and any claim existing or action or proceeding pending by or against any merged limited liability company may be prosecuted as if the merger had not taken place, or the surviving limited liability company may be substituted in the action.
183.1205(7)
(7) The rights of creditors and any liens on the property of any party to the plan of merger survive the merger.
183.1205(8)
(8) The interests in a limited liability company that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger or the rights otherwise provided by law.
183.1205(9)
(9) The articles of organization of the surviving limited liability company are amended to the extent provided in the articles of merger.
183.1205 History
History: 1993 a. 112.
183.1206
183.1206
Right to object. Unless otherwise provided in an operating agreement, upon receipt of the notice required by
s. 183.1202 (5), a member who did not vote in favor of the merger may, within 20 days after the date of the notice, voluntarily dissociate from the limited liability company under
s. 183.0802 (3) and receive fair value for the member's limited liability company interest under
s. 183.0604.
183.1206 History
History: 1993 a. 112.
MISCELLANEOUS
183.1301
183.1301
Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the department, in the circuit court for Dane County, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the department to file the appropriate articles or other document.
183.1301 History
History: 1993 a. 112;
1995 a. 27.
183.1302
183.1302
Rules of construction. 183.1302(1)
(1) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
183.1302(2)
(2) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
183.1302(3)
(3) Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
183.1302 History
History: 1993 a. 112.
183.1303
183.1303
Securities law application. An interest in a limited liability company may be a security, as defined in
ss. 551.02 (13) (b) and
(c).
183.1303 History
History: 1993 a. 112.
183.1305
183.1305
Interstate application. A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign jurisdiction.
183.1305 History
History: 1993 a. 112.
