State Codes and Statutes

181.1105

181.1105 Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger that include all of the following information:

181.1105(1)

(1) Plan. The plan of merger.

181.1105(1m)

(1m) Statement as to property owned by nonsurviving entity. A statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

181.1105(2)

(2) If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.

181.1105(3)

(3) If member approval required. If approval by members is required, all of the following:

181.1105(3)(a)

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.

181.1105(3)(b)

(b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

181.1105(3)(c)

(c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.

181.1105(4)

(4) If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained.

181.1105(5)

(5) Effective date and time. The effective date and time of the merger, if the merger 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. 181.0123.

181.1105(6)

(6) Other matters. Other provisions relating to the merger, as determined by the surviving business entity.

181.1105 - ANNOT.

History: 1997 a. 79; 2001 a. 44; 2005 a. 476.