180.1020
180.1020
Amendment of bylaws by board of directors or shareholders. 180.1020(1)(1) A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws except to the extent that any of the following applies:
180.1020(1)(b)
(b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.
180.1020(2)
(2) A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation's bylaws or adopt new bylaws.
180.1020 History
History: 1989 a. 303.
180.1021
180.1021
Bylaw fixing quorum or voting requirements for shareholders. 180.1021(1)(1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
180.1021(2)
(2) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under
sub. (1) may not be adopted, amended or repealed by the board of directors.
180.1021 History
History: 1989 a. 303.
180.1022
180.1022
Bylaw fixing quorum or voting requirements for directors. 180.1022(1)(1) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:
180.1022(1)(a)
(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under
sub. (2).
180.1022(1)(b)
(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
180.1022(2)
(2) A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
180.1022(3)
(3) Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under
sub. (2).
180.1022 History
History: 1989 a. 303.
MERGER, SHARE EXCHANGE, AND CONVERSION
180.1100
180.1100
Definitions. In this subchapter:
180.1100(1)
(1) "Business entity" means a domestic business entity and a foreign business entity.
180.1100 History
History: 2001 a. 44.
180.1101(1)(1) One or more corporations may merge with or into one or more other business entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by
s. 180.1103, its shareholders also approve the plan of merger, and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each such business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
180.1101(2)
(2) The plan of merger shall set forth all of the following:
180.1101(2)(a)
(a) The name, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving business entity into which each other business entity plans to merge.
180.1101(2)(c)
(c) The manner and basis of converting the shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.
180.1101(3)
(3) The plan of merger may set forth any of the following:
180.1101(3)(a)
(a) Amendments to the articles of incorporation or other similar governing document of the surviving business entity.
180.1101 History
History: 1989 a. 303;
2001 a. 44.
180.1102(1)(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another business entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by
s. 180.1103, its shareholders also approve the plan of share exchange, and if the share exchange is permitted under the applicable law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity.
180.1102(2)
(2) The plan of share exchange shall set forth all of the following:
180.1102(2)(a)
(a) The name, form of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring business entity.
180.1102(2)(c)
(c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other business or for cash or other property in whole or part.
180.1102(3)
(3) The plan of share exchange may set forth other provisions relating to the exchange.
180.1102(4)
(4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
180.1102 History
History: 1989 a. 303;
2001 a. 44.
180.1103
180.1103
Action on plan of merger or share exchange. 180.1103(1)(1)
Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in
sub. (5), or share exchange for approval by its shareholders.
180.1103(2)
(2) Meeting notice. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan.
180.1103(3)
(3) Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
180.1103(4)
(4) Separate voting by voting groups. Separate voting by voting groups is required on any of the following:
180.1103(4)(a)
(a) A plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under
s. 180.1004, except as provided in
s. 180.1707.
180.1103(4)(b)
(b) A plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
180.1103(5)
(5) When shareholder approval of merger not required. 180.1103(5)(a)1.
1. "Participating shares" means shares that entitle their holders to participate, without limitation, in distributions.
180.1103(5)(a)2.
2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
180.1103(5)(b)
(b) Action by the shareholders of the surviving corporation on a plan of merger is not required if all of the following conditions are satisfied:
180.1103(5)(b)1.
1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in
s. 180.1002, from its articles of incorporation before the merger.
180.1103(5)(b)2.
2. Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after.
180.1103(5)(b)3.
3. The number of voting shares 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, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately before the merger.
180.1103(5)(b)4.
4. The number of participating shares 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, will not exceed by more than 20% the total number of participating shares of the surviving corporation outstanding immediately before the merger.
180.1103(6)
(6) Merger or share exchange abandoned. After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further action on the part of shareholders or other owners, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors or other similar governing body of any other business entity that is a party to the merger.
180.1103 History
History: 1989 a. 303;
1991 a. 16;
2001 a. 44.
180.1104
180.1104
Merger of subsidiary or parent. 180.1104(1)
(1) A parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation or at least 90% of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into the parent or the parent into the subsidiary without approval of the shareholders of the parent or the shareholders or other owners of the subsidiary.
180.1104(2)
(2) The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:
180.1104(2)(b)
(b) The manner and basis of converting the shares or other interests of the subsidiary or parent into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.
180.1104(3)
(3) The parent shall mail a copy or summary of the plan of merger to each shareholder or other owner of the merging business entity who does not waive the mailing requirement in writing.
180.1104(4)
(4) The parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each shareholder or other owner of the merging business entity who did not waive the mailing requirement.
180.1104(5)
(5) Articles of merger under this section may not contain amendments to the articles of incorporation of the surviving business entity, except for amendments enumerated in
s. 180.1002 or otherwise not requiring the approval of the shareholders or other owners of the entity.
180.1104 History
History: 1989 a. 303;
1995 a. 27;
2001 a. 44.
180.1105
180.1105
Articles of merger or share exchange. 180.1105(1)(1) Except as provided in
s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders of the corporation, or adopted by the board of directors if shareholder approval is not required, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger or share exchange setting forth all of the following:
180.1105(1)(b)
(b) A statement that the plan was approved by each domestic corporation that is a party to the merger in accordance with
s. 180.1103 or
180.1104, whichever is applicable, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.
180.1105(1)(c)
(c) The effective date and time of the merger or share exchange, if the merger or share exchange is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under
s. 180.0123.
180.1105(1)(d)
(d) Other provisions relating to the merger, as determined by the surviving business entity.
180.1105(2)
(2) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
180.1105 History
History: 1989 a. 303;
1995 a. 27;
2001 a. 44.
180.1106
180.1106
Effect of merger or share exchange. 180.1106(1)
(1) All of the following occur when a merger takes effect:
180.1106(1)(a)
(a) Every other business entity that is party to the merger merges into the surviving business entity, and the separate existence of every business entity that is a party to the merger, except the surviving business entity, ceases.
180.1106(1)(am)1.1. If, under the laws applicable to a business entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners.
180.1106(1)(am)2.
2. If, under the laws applicable to the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity to the extent provided in such laws, but only for such debts and obligations accrued after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in
subd. 1.
180.1106(1)(am)3.
3. This paragraph does not affect liability under any taxation laws.
180.1106(1)(b)
(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.
180.1106(1)(c)
(c) The surviving business entity has all liabilities of each business entity that is party to the merger.
180.1106(1)(d)
(d) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.
180.1106(1)(e)
(e) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.
