181.1103 History
History: 1997 a. 79;
2001 a. 44.
181.1104
181.1104
Merger of subsidiary or parent. 181.1104(1)
(1)
Member approval not required. A parent corporation that is a member with at least 90% of the voting rights in a subsidiary corporation may merge the subsidiary into the parent or the parent into the subsidiary without approval of the members of the parent or the members or other owners of the subsidiary.
181.1104(2)
(2) Plan of merger. The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:
181.1104(2)(b)
(b) The manner and basis of converting the memberships of the subsidiary or parent into memberships or other interests of the surviving business entity or any other business entity or into cash or other property in whole or part.
181.1104(3)
(3) Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member or other owner of the merging business entity who does not waive the mailing requirement in writing.
181.1104(4)
(4) Filing with department. 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 member or other owner of the merging business entity who did not waive the mailing requirement.
181.1104(5)
(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.
181.1104 History
History: 1997 a. 79;
2001 a. 44.
181.1105
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, 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 that include all of the following information:
181.1105(1m)
(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.
181.1105(2)
(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 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.
181.1105(3)
(3) If member approval required. If approval by members is required, all of the following:
181.1105(3)(a)
(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.
181.1105(3)(b)
(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.
181.1105(3)(c)
(c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.
181.1105(4)
(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.
181.1105(5)
(5) Effective date and time. The effective date and time of the merger, if the merger 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. 181.0123.
181.1105(6)
(6) Other matters. Other provisions relating to the merger, as determined by the surviving business entity.
181.1105 History
History: 1997 a. 79;
2001 a. 44;
2005 a. 476.
181.1106
181.1106
Effect of merger. When a merger takes effect all of the following occur:
181.1106(1)
(1) Termination of separate existence. Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.
181.1106(1m)(a)(a) 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.
181.1106(1m)(b)
(b) 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
par. (a).
181.1106(1m)(c)
(c) This subsection does not affect liability under any taxation laws.
181.1106(2)
(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.
181.1106(3)
(3) Liabilities. The surviving business entity has all liabilities of each business entity that is a party to the merger.
181.1106(4)
(4) Pending proceedings. 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.
181.1106(5)
(5) Articles of incorporation or other similar governing document. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document shall be amended to the extent provided in the plan of merger.
181.1106(6)
(6) Ownership interests. The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or under laws applicable to each business entity that is party to the merger.
181.1107
181.1107
Merger with foreign corporation or foreign stock corporation. 181.1107(1)(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:
181.1107(1)(a)
(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.
181.1107(1)(b)
(b) The foreign corporation or stock corporation complies with
s. 181.1105 if it is the surviving corporation of the merger.
181.1107(2)
(2) Effect of merger. Upon the merger taking effect, any surviving foreign business entity is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.
181.1107 History
History: 1997 a. 79;
2001 a. 44.
181.1108
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 business entity and that takes effect or remains payable after the merger, inures to the surviving business entity unless the will or other instrument otherwise specifically provides.
181.1108 History
History: 1997 a. 79;
2001 a. 44.
181.1150
181.1150
Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under
ch. 185 or
193. The restated articles of incorporation or organization shall conform to the requirements of
s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association 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 or organization.
181.1150 History
History: 1997 a. 79;
2005 a. 441.
181.1161(1)(a)(a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.
181.1161(1)(b)
(b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under
s. 181.1103 for the submission and approval of a plan of conversion.
181.1161(2)(a)(a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.
181.1161(2)(b)
(b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.
181.1161(3)
(3) A plan of conversion shall set forth all of the following:
181.1161(3)(a)
(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.
181.1161(3)(b)
(b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.
181.1161(3)(d)
(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.
181.1161(3)(e)
(e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under
s. 181.0123.
181.1161(3)(f)
(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.
181.1161(3)(g)
(g) Other provisions relating to the conversion, as determined by the business entity.
181.1161(4)
(4) When a conversion is effective, all of the following shall occur:
181.1161(4)(a)1.1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.
181.1161(4)(a)2.
2. If the conversion is from or to a business entity under the laws applicable to which 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 or become so liable for debts and obligations of such 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. This subdivision does not affect liability under any taxation laws.
181.1161(4)(b)
(b) The business entity continues to have all liabilities of the business entity that was converted.
181.1161(4)(c)
(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.
181.1161(4)(d)
(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.
181.1161(4)(e)
(e) All other provisions of the plan of conversion apply.
181.1161(5)
(5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:
181.1161(5)(b)
(b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.
181.1161(5)(bm)
(bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.
181.1161(5)(c)
(c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion.
181.1161(6)
(6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.
181.1161 History
History: 2001 a. 44;
2005 a. 476.
181.1161 Annotation
Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
SALE OF ASSETS
181.1201
181.1201
Sale of assets in regular course of activities and mortgage of assets. 181.1201(1)
(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:
181.1201(1)(a)
(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.
181.1201(1)(b)
(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.
181.1201(1)(c)
(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.
181.1201(2)
(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.
181.1201 History
History: 1997 a. 79.
181.1202
181.1202
Sale of assets other than in regular course of activities. 181.1202(1)(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).
181.1202(2)
(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:
181.1202(2)(a)
(a) Unless the articles of incorporation or bylaws provide otherwise, the board.
