2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.1103 - Approval of merger; amendment; abandonment.

181.1103
Approval of merger; amendment; abandonment.
(1m)
Manner of approval of plan of merger.
(a)
In general. Subject to s. 181.1180, a plan of merger must be approved in the manner provided by this subsection by each domestic corporation that is a constituent entity.
(b)
Domestic corporations without members with voting rights. If the domestic corporation does not have members with voting rights, the plan of merger must be approved by a majority of the directors in office at the time the plan of merger is approved. In addition the domestic corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed plan of merger.
(c)
Corporations with voting members. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, a plan of merger to be adopted by a domestic corporation with voting members shall be approved by all of the following:
1.
Unless the articles of incorporation provide otherwise, the board.
2.
The members with voting rights, by two-thirds of the votes cast or a majority of the voting power, whichever is less.
3.
A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.
(d)
Notice requirements. If the board seeks to have the plan of merger approved by the members at a membership meeting, the domestic corporation shall give notice, to its members with voting rights, of the proposed membership meeting in accordance with s. 181.0705, except that the notice shall be given at least 20 days before the meeting date. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving domestic corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing domestic corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.
(e)
Written consents or ballots. If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving domestic corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing domestic corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.
(f)
Class voting.  Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would require the class of members to vote as a class on the proposed amendment under s. 181.1004 or 181.1022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(g)
Abandonment of planned merger. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board or other similar governing body of any other business entity that is a party to the merger.
(2m)
Amending or abandoning plan of merger. Subject to s. 181.1180 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger.
(3m)
Statement of amendment or abandonment. If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of each constituent entity.
(b)
The amendment to or the abandonment of the articles of merger.
(c)
A statement that the amendment or abandonment was approved in accordance with this section.
(4m)
Additional approval of plan of merger. In addition to approval under sub. (1m), a plan of merger must be approved by each constituent entity that is not a domestic corporation in accordance with any requirements of its governing law.
History:  1997 a. 79; 2001 a. 44; 2021 a. 258.