181.1104 Merger of subsidiary or parent.
(1) Member approval not required. A parent corporation that is a member with at least 90 percent of the voting rights in a subsidiary corporation may merge the subsidiary into the parent or the parent into the subsidiary without approval of the members of the parent or the members or other owners of the subsidiary.
(2) Plan of merger. The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:
(a) The names of the parent and subsidiary.
(b) The manner and basis of converting the memberships of the subsidiary or parent into memberships or other interests of the surviving business entity or any other business entity or into cash or other property in whole or part.
(3) Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member or other owner of the merging business entity who does not waive the mailing requirement in writing.
(4) Filing with department. The parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each member or other owner of the merging business entity who did not waive the mailing requirement.
(5) Certain amendments prohibited. Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in s. 181.1002.
History: 1997 a. 79; 2001 a. 44.
Copyright ©2024 LegalFix. All rights reserved. LegalFix is not a law firm, is not licensed to practice law, and does not provide legal advice, services, or representation. The information on this website is an overview of the legal plans you can purchase—or that may be provided by your employer as an employee benefit or by your credit union or other membership group as a membership benefit.
LegalFix provides its members with easy access to affordable legal services through a network of independent law firms. LegalFix, its corporate entity, and its officers, directors, employees, agents, and contractors do not provide legal advice, services, or representation—directly or indirectly.
The articles and information on the site are not legal advice and should not be relied upon—they are for information purposes only. You should become a LegalFix member to get legal services from one of our network law firms.
You should not disclose confidential or potentially incriminating information to LegalFix—you should only communicate such information to your network law firm.
The benefits and legal services described in the LegalFix legal plans are not always available in all states or with all plans. See the legal plan Benefit Overview and the more comprehensive legal plan contract during checkout for coverage details in your state.
Use of this website, the purchase of legal plans, and access to the LegalFix networks of law firms are subject to the LegalFix Terms of Service and Privacy Policy.