Wisconsin Statutes 204.104 – Election of an existing business corporation to become a benefit corporation
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Terms Used In Wisconsin Statutes 204.104
- 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.
(1) Amendment. An existing business corporation may become a benefit corporation under this chapter by amending its articles so that they contain, in addition to the requirements of s. 180.0202, a statement that the corporation is a benefit corporation.
(2) Fundamental transactions. If a corporation that is not a benefit corporation is a party to a merger, consolidation, or division or is the exchanging corporation in an interest exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or interest exchange is to be a benefit corporation, then the plan of merger, consolidation, division, or interest exchange shall not be effective unless the articles of the surviving, new, or resulting corporation contain a statement that the corporation is a benefit corporation.
(3) Shareholder vote. Notwithstanding any provision to the contrary in the corporation’s articles of incorporation, bylaws, or shareholder agreements, the amendment of a corporation’s articles or its entry into a fundamental transaction under this chapter requires approval by the affirmative vote of the holders of at least two-thirds of the shares entitled to vote on the matter. If the amendment or fundamental transaction is approved, a shareholder who did not vote in favor of the amendment or fundamental transaction is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.