185.62 Articles of merger or consolidation; effect thereof.

(1) Articles of merger or consolidation shall set forth the approved plan and such other information as is required by s. 185.53. They shall be signed by 2 principal officers of each association merging or consolidating, sealed with the seal of each such association, filed and recorded as an amendment to the articles in each county where any of the cooperatives have their principal office or registered agent. Unless otherwise specified in the plan, the merger or consolidation is effective when the articles are so filed.

(1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

(2) After the effective date, the associations which are parties to the plan become a single association. In the case of a merger, the surviving association is that association so designated in the plan. In the case of a consolidation, the new association is the association provided for in the plan. The separate existence of all associations which are parties to the plan, except the surviving or new association, then ceases.

(3) The surviving or new association possesses all the rights and all the property of each of the individual associations, and is responsible for all their obligations. Title to any property is vested in the surviving or new association with no reversion or impairment thereof caused by the merger or consolidation. No right of any creditor may be impaired by the merger or consolidation without the creditor's consent.

(4) The articles of the surviving association are deemed amended to the extent provided in the plan of merger.

(5) The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare an annual report on the implementation of any provision in the plan of merger or consolidation relating to the equity interest of any member that was affected by the merger or consolidation. The report shall be kept in the principal office of the surviving association, in the case of a merger, or in the principal office of the new association, in the case of consolidation, and shall be available for inspection by any member whose equity interest was affected by the merger or consolidation. The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare the report until such time that the implementation of any provision in the plan of merger or consolidation relating to the equity interest of any member that was affected by the merger or consolidation is complete.

History: 1981 c. 337; 1985 a. 30; 1993 a. 482; 1995 a. 27; 2001 a. 16.

Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.