180.1101 Merger.

(1) One or more corporations may merge with or into one or more other business entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by s. 180.1103, its shareholders also approve the plan of merger, and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each such business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

(2) The plan of merger shall set forth all of the following:

(a) The name, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving business entity into which each other business entity plans to merge.

(b) The terms and conditions of the merger.

(c) The manner and basis of converting the shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.

(3) The plan of merger may set forth any of the following:

(a) Amendments to the articles of incorporation or other similar governing document of the surviving business entity.

(b) Other provisions relating to the merger.

History: 1989 a. 303; 2001 a. 44.