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Current as of January 01, 2025 | Updated by Findlaw Staff
(1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic limited liability company may not materially increase the current or potential obligations of a member in the constituent, acquiring, acquired, converting, or domesticating limited liability company, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.
(2) Subsection (1) shall not apply with respect to a member if any of the following applies:
(a) The member consents to the merger, interest exchange, conversion, or domestication.
(b) The member has consented to the provision of the written operating agreement that provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.
(3) A member does not give the consent required by sub. (2) merely by consenting to a provision of the written operating agreement that permits the written operating agreement to be amended with the consent of fewer than all the members.
Cite this article: FindLaw.com - Wisconsin Statutes Corporations (Ch. 180 to 188) § 183.1061. Restrictions on approval of mergers, interest exchanges, conversions, and domestications - last updated January 01, 2025 | https://codes.findlaw.com/wi/corporations-ch-180-to-188/wi-st-183-1061/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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