Wisconsin Statutes 180.1105 – Articles of merger or interest exchange
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Terms Used In Wisconsin Statutes 180.1105
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1) Except as provided in s. 180.1104 (4), after a plan of merger or interest exchange has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger or interest exchange setting forth all of the following:
(am) The effective date and time of the merger or interest exchange, if the merger or interest 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.
(bm) The name, type of entity, and governing law of each constituent entity of the merger, or, if an interest exchange, the name of the acquiring and acquired entities.
(cm) In the case of a merger, a statement that a plan of merger has been approved and adopted by each constituent entity in accordance with its governing law, and, in the case of an interest exchange, a statement that a plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.
(dm) In the case of a merger, the name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect, and, in the case of an interest exchange, the name, type of entity, and governing law of the acquiring entity.
(e) In the case of a merger, if the surviving entity preexists the merger, any amendments to its organizational documents that are to be in a public record under its governing law immediately after the merger becomes effective or, if there are no such amendments, a statement to that effect.
(em) In the case of a merger, if the surviving entity is to be created in the merger, any of its organizational documents under s. 180.11012 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.
(er) In the case of an interest exchange, any amendments to the organizational documents of the acquired or acquiring entity under s. 180.11021 (1) (a) to (e) that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.
(f) A statement that the executed plan of merger or interest exchange is on file at the principal place of business of the surviving or acquiring entity.
(g) A statement that upon request the surviving or acquiring entity will provide a copy of the plan of merger or interest exchange to any person that, in the case of a merger, is an interest holder of a constituent entity or, in the case of an interest exchange, was an interest holder of the acquired entity immediately prior to the interest exchange.
(1g) In the case of a merger, if the surviving entity is a foreign entity that will be required to obtain authorization to transact business in this state immediately after the merger and it has not previously been authorized to do so, it shall obtain such authorization.
(1m) In addition to the requirements of sub. (1), articles of merger or interest exchange may contain any other provisions relating to the merger or interest exchange, as determined by the constituent entities in accordance with the plan of merger, in the case of a merger, or the acquiring entity in accordance with the plan of interest exchange, in the case of an interest exchange.
(2) A merger or interest exchange takes effect upon the effective date of the articles of merger or interest exchange.