Wisconsin Statutes 181.1163 – Approval of conversion; amendment; abandonment
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Terms Used In Wisconsin Statutes 181.1163
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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
(1) Subject to s. 181.1180, a plan of conversion must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion with respect to a converting domestic corporation. A plan of conversion into a converted domestic corporation must be approved pursuant to the governing law of the converting entity.
(2) Subject to s. 181.1180 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.
(3) If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a) The name of the converting entity and the converted entity under the plan of conversion.
(b) The amendment to or abandonment of the articles of conversion.
(c) A statement that the amendment or abandonment was approved in accordance with this section.