183.1202 History History: 1993 a. 112; 1995 a. 400.
183.1203 183.1203 Plan of merger.
183.1203(1)(1) Each limited liability company that is a party to a proposed merger shall enter into a written plan of merger to be approved under s. 183.1202.
183.1203(2) (2) The plan of merger shall include all of the following:
183.1203(2)(a) (a) The name of each limited liability company that is a party to the merger and the name of the surviving limited liability company with, or into, which each other limited liability company proposes to merge.
183.1203(2)(b) (b) The terms and conditions of the proposed merger.
183.1203(2)(c) (c) The manner and basis of converting the interests in each limited liability company that is a party to the merger into limited liability company interests or obligations of the surviving limited liability company or into cash or other property.
183.1203(2)(d) (d) Amendments to the articles of organization of the surviving limited liability company that will be effected by the merger.
183.1203(2)(e) (e) Other necessary or desirable provisions relating to the proposed merger.
183.1203 History History: 1993 a. 112; 1995 a. 400.
183.1204 183.1204 Articles of merger.
183.1204(1)(1) The surviving limited liability company shall deliver to the department articles of merger, executed by each party to the plan of merger, that include all of the following:
183.1204(1)(a) (a) The name and state or jurisdiction of organization of each limited liability company that is to merge.
183.1204(1)(b) (b) The plan of merger.
183.1204(1)(c) (c) The name of the surviving or resulting limited liability company.
183.1204(1)(d) (d) A statement as to whether the management of the surviving limited liability company will be reserved to its members or vested in one or more managers.
183.1204(1)(e) (e) The delayed effective date of the merger under s. 183.0111 (2), if applicable.
183.1204(1)(f) (f) A statement that the plan of merger was approved under s. 183.1202.
183.1204(2) (2) A merger takes effect upon the effective date of the articles of merger.
183.1204 History History: 1993 a. 112; 1995 a. 27.
183.1205 183.1205 Effects of merger. A merger has the following effects:
183.1205(1) (1) The limited liability companies that are parties to the plan of merger become a single entity, which shall be the entity designated in the plan of merger as the surviving limited liability company.
183.1205(2) (2) Each party to the plan of merger, except the surviving limited liability company, ceases to exist.
183.1205(3) (3) The surviving limited liability company possesses all of the rights, privileges, immunities and powers of each merged limited liability company and is subject to all of the restrictions, disabilities and duties of each merged limited liability company.
183.1205(4) (4) All property and all debts, including contributions, and each interest belonging to or owed to each of the parties to the merger is vested in the surviving limited liability company without further act.
183.1205(5) (5) Title to all real estate and any interest in real estate, vested in any party to the merger, does not revert and is not in any way impaired because of the merger.
183.1205(6) (6) The surviving limited liability company has all of the liabilities and obligations of each of the parties to the plan of merger and any claim existing or action or proceeding pending by or against any merged limited liability company may be prosecuted as if the merger had not taken place, or the surviving limited liability company may be substituted in the action.
183.1205(7) (7) The rights of creditors and any liens on the property of any party to the plan of merger survive the merger.
183.1205(8) (8) The interests in a limited liability company that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the plan of merger are converted and the former interest holders are entitled only to the rights provided in the plan of merger or the rights otherwise provided by law.
183.1205(9) (9) The articles of organization of the surviving limited liability company are amended to the extent provided in the articles of merger.
183.1205 History History: 1993 a. 112.
183.1206 183.1206 Right to object. Unless otherwise provided in an operating agreement, upon receipt of the notice required by s. 183.1202 (5), a member who did not vote in favor of the merger may, within 20 days after the date of the notice, voluntarily dissociate from the limited liability company under s. 183.0802 (3) and receive fair value for the member's limited liability company interest under s. 183.0604.
183.1206 History History: 1993 a. 112.
subch. XIII of ch. 183 SUBCHAPTER XIII
MISCELLANEOUS
183.1301 183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the department, in the circuit court for Dane County, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the department to file the appropriate articles or other document.
183.1301 History History: 1993 a. 112; 1995 a. 27.
183.1302 183.1302 Rules of construction.
183.1302(1) (1) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
183.1302(2) (2) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
183.1302(3) (3) Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.
183.1302 History History: 1993 a. 112.
183.1303 183.1303 Securities law application. An interest in a limited liability company may be a security, as defined in ss. 551.02 (13) (b) and (c).
183.1303 History History: 1993 a. 112.
183.1305 183.1305 Interstate application. A limited liability company may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign jurisdiction.
183.1305 History History: 1993 a. 112.
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This is an archival version of the Wis. Stats. database for 1999. See Are the Statutes on this Website Official?