181.1100(1g)
(1g) “Business entity" means a domestic business entity and a foreign business entity.
181.1100(1j)
(1j) “Constituent entity" means a merging entity or a surviving entity in a merger.
181.1100(1o)
(1o) “Converted entity" means the converting entity as it continues in existence after a conversion.
181.1100(1q)
(1q) “Converting entity" means an entity that engages in a conversion.
181.1100(1s)
(1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
181.1100(1u)
(1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.
181.1100(2)
(2) “Domestic business entity" means a corporation, as defined in s.
180.0103 (5), a limited liability company, as defined in s.
183.0102 (8), a foreign partnership, as defined in s.
178.0102 (6), a partnership, as defined in s.
178.0102 (11), a limited partnership, as defined in s.
179.0102 (12), or a corporation, as defined in s.
181.0103 (5).
181.1100(4)(b)
(b) A membership in a nonprofit or nonstock corporation.
181.1100(4)(e)
(e) A membership interest in a limited liability company.
181.1100(4)(f)
(f) A membership interest or stock in a general cooperative association.
181.1100(4)(g)
(g) A membership interest in a limited cooperative association.
181.1100(4)(i)
(i) A beneficial interest in a statutory trust, business trust, or common-law business trust.
181.1100(4)(j)
(j) A comparable interest in any other type of unincorporated entity.
181.1100(6)
(6) “Interest holder" means any of the following:
181.1100(6)(g)
(g) A member or stockholder of a general cooperative association.
181.1100(6)(j)
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.
181.1100(7)
(7) “Interest holder liability" means any of the following:
181.1100(7)(a)
(a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:
181.1100(7)(a)1.
1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.
181.1100(7)(a)2.
2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
181.1100(7)(b)
(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.
181.1100(9)
(9) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
181.1100(10)
(10) “Non-United States entity" means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.
181.1100(11)
(11) “Organizational documents" means, with respect to an entity, whether in a record or, to the extent permitted under the entity's governing law, other than in a record, the following or its equivalent under the entity's governing law:
181.1100(11)(a)
(a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.
181.1100(11)(b)
(b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.
181.1100(11)(c)
(c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.
181.1100(11)(d)
(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.
181.1100(11)(e)
(e) For a business trust, its agreement of trust and declaration of trust.
181.1100(11)(f)
(f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.
181.1100(13)
(13) “Surviving entity" means the entity that continues in existence after or is created by a merger.
181.1100(14)
(14) “Type of entity" means a generic form of entity that is any of the following:
181.11001
181.11001
Relationship of subchapter to other laws. 181.11001(1)(1)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
181.11001(2)
(2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
181.11001 History
History: 2021 a. 258.
181.11002(1)(1)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
181.11002(2)
(2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
181.11002(3)
(3) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
181.11002 History
History: 2021 a. 258.
181.11003
181.11003
Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
181.11003 History
History: 2021 a. 258.
181.11004
181.11004
Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
181.11004 History
History: 2021 a. 258.
181.1101(1)(1)
One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss.
181.1101 to
181.11055 and a plan of merger if the plan of merger is approved as provided in s.
181.1103 and if the merger is permitted under the governing law of each other constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
181.1101(2m)
(2m) One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss.
181.1101 to
181.11055 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
181.1101 History
History: 1997 a. 79;
2001 a. 44;
2021 a. 258.
181.1102(1)(1)
A plan of merger must be in a record and contain all of the following:
181.1102(1)(a)
(a) As to each constituent entity, its name, type of entity, and governing law.
181.1102(1)(c)
(c) The manner and basis of converting the interests in each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
181.1102(1)(d)
(d) If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.
181.1102(1)(e)
(e) If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.
181.1102(1)(f)
(f) Any other matters required under the governing law of any constituent entity.
181.1102(2)
(2) In addition to the requirements of sub.
(1), a plan of merger may contain any other provision relating to the merger and not prohibited by law.
181.1102(3)
(3) This section does not limit the power of a corporation to acquire all or part of the interests of one or more classes or series of another constituent entity through a voluntary exchange or otherwise.
181.1102 History
History: 2021 a. 258.
181.1103
181.1103
Approval of merger; amendment; abandonment. 181.1103(1m)(a)
(a)
In general. Subject to s.
181.1180, a plan of merger must be approved in the manner provided by this subsection by each domestic corporation that is a constituent entity.
181.1103(1m)(b)
(b)
Domestic corporations without members with voting rights. If the domestic corporation does not have members with voting rights, the plan of merger must be approved by a majority of the directors in office at the time the plan of merger is approved. In addition the domestic 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 proposed plan of merger.
181.1103(1m)(c)
(c)
Corporations with voting members. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, a plan of merger to be adopted by a domestic corporation with voting members shall be approved by all of the following:
181.1103(1m)(c)1.
1. Unless the articles of incorporation provide otherwise, the board.
