180.1101(1)(1) One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 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.

180.1101(2m)(2m) One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 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.

180.11012(1)(1) A plan of merger must be in a record and contain all of the following:

180.11012(1)(a)(a) As to each constituent entity, its name, type of entity, and governing law.

180.11012(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.

180.11012(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.

180.11012(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.

180.11012(1)(f)(f) Any other matters required under the governing law of any constituent entity.

180.11012(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.

180.11012 HistoryHistory: 1989 a. 303; 2001 a. 44; a. 258 ss. 240, 242, 244, 245.

180.1102(1)(1) A domestic corporation may acquire all of one or more classes or series of interests of another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law share applicable to the corporation and the acquired entity.

180.1102(1m)(1m) All of one or more classes or series of interests of a domestic corporation may be acquired by another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.

180.1102(2m)(2m) A domestic or foreign entity may exchange interests with a domestic corporation pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law of each constituent entity and each constituent entity approves the plan of interest exchange in the manner required by its governing law.

180.11021(1)(1) The plan of interest exchange must be in a record and contain all of the following:

180.11021(1)(a)(a) As to both the acquiring and the acquired entity, its name, type of entity, and governing law.

180.11021(1)(c)(c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

180.11021(1)(d)(d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.

180.11021(1)(e)(e) Any other matters required under the governing law of any constituent entity.

180.11021(3)(3) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the exchange and not prohibited by law.

180.11021(4)(4) 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.

180.11021 HistoryHistory: 1989 a. 303; 2001 a. 44; 2021 a. 258 ss. 249, 251 to 254.

180.11031180.11031 Approval of merger or interest exchange; amendment; abandonment.