Wisconsin Corporation Merger Agreement and Approval Packet

WISCONSIN CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Wisconsin domestic business corporations under Wis. Stat. § 180.1101, in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for an interest exchange, 90%-owned parent-subsidiary merger under § 180.1104, indirect-wholly-owned-subsidiary merger under § 180.11045, foreign or other-entity constituent, newly created survivor, statutory close, benefit, service or regulated corporation, conversion, insolvent entity, or contested-control transaction.

Wisconsin renumbered the merger spine. The current plan and approval provisions are §§ 180.11012, 180.11031, and 180.11032. Do not use a pre-2021 packet that cites former sequential merger provisions without re-deriving the current section map.

The plan stays out of the filing. Mandatory DFI Form Corp2000 states that the executed Plan is kept at Target's principal office and supplied on request to an interest holder. The Plan itself is not required to be filed with DFI.

Two survivor tests. Wisconsin's § 180.11032(5) no-vote route separately tests voting shares and participating shares at the 20% level.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Wisconsin domestic business corporations and reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, equity awards, and board records.

☐ Confirm the transaction belongs under §§ 180.1101, 180.11012, 180.11031, and 180.11032 and is not a specialized route excluded above. If a foreign, other-entity, parent-subsidiary, statutory-close, benefit, service, regulated, or contested-control fact appears, stop and apply the law governing that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, taxes, real property, intellectual property, data, insurance, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, director-conflict, Wisconsin takeover and business-combination, securities, antitrust, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not deliver Form Corp2000 until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, executed Plan, board and shareholder records, dissent materials, filed Form Corp2000, DFI filing evidence, and effective-time evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each interest and right to acquire an interest; securities, obligations, rights, money, or other property payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-Wisconsin-corporation scope.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Covenants and conditions

Schedule 4 states the negotiated ordinary-course covenant, exceptions, consent rights, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of selected representations under the chosen standard, covenant performance, and deliveries. No contractual waiver replaces a required corporate action, dissent procedure, or DFI filing.

2.5 Amendment, termination, and risk allocation

Schedule 6 addresses amendment, mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences. Coordinate every Plan amendment or abandonment with § 180.11031 and the procedures stated in the Plan. Unless the Plan provides otherwise, use the same vote or consent required for approval.

Schedule 7 identifies any responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.6 Governing law and forum

Wisconsin law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Wisconsin. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Wisconsin counsel reviews the claims and selected forum.

3. EXHIBIT A — PLAN OF MERGER

Each constituent must approve the same written Plan under §§ 180.11012, 180.11031, and 180.11032.

PLAN OF MERGER

1. Constituents and survivor. [TARGET] and [MERGER SUB] are Wisconsin domestic business corporations. Merger Sub will merge into Target, and Target will survive.

2. Entity details. The parties' entity types and governing laws are:

3. Terms and conditions. The merger will occur on the terms stated in this Plan and the Transaction Agreement dated [DATE].

4. Interest and acquisition-right conversion. Each issued and outstanding share and each right to acquire shares will remain outstanding, convert, exchange, or cancel exactly as follows:

5. Target organizational documents. Target's articles and bylaws will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A. Identify which approved amendments must appear in a public record and be attached to Form Corp2000.

6. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

7. Additional provisions. [Insert all additional merger terms required by law or a constituent's governing documents and any reviewed optional terms.]

8. Amendment and abandonment. Before effectiveness, this Plan may be amended or abandoned as follows: [PROCEDURE]. If this Plan states no procedure, use the same vote or consent required to approve it under § 180.11031.

9. Effective time. The merger will become effective: ☐ at close of business on the date DFI receives Form Corp2000 for filing; or ☐ on [DATE] at [TIME], not more than 90 days after DFI receipt.

4. APPROVAL RECORD

4.1 Board approval

☐ Each board approved the same Plan by vote or consent and directed submission to shareholders unless a lawful § 180.0704(1)(a) or § 180.11032(5) route applies.

☐ Any board action without a meeting uses written consents describing the action, signed by every director, and retained by the corporation under § 180.0821.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Give notice to every shareholder, voting or nonvoting, at least 20 days and no more than 60 days before the merger meeting. State that a meeting purpose is to consider the Plan and include or accompany the notice with:

☐ the complete Plan or a summary;

☐ the statement and statutory copy required by § 180.1320 when shareholders or beneficial shareholders are or may be entitled to dissent; and

☐ any additional disclosure required by applicable securities, fiduciary, charter, bylaw, contract, or court-made law.

Unless a greater requirement or voting-group rule applies, each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast on the Plan by that group.

Separate voting groups are required when a Plan provision, if contained in a proposed articles amendment, would require a separate group vote under § 180.1004, subject to preserved preexisting-class rules. Conversion of a class's shares does not by itself create an automatic separate merger vote under § 180.11032(4).

4.3 Route B — shareholder action without a meeting

Unanimous route — § 180.0704(1)(a). All shareholders entitled to vote sign written consents describing the action and deliver them to the corporation for its records. This statutory route may proceed without separate board action, but document the Plan, conflicts, fiduciary process, and filing authority Wisconsin counsel concludes remain necessary for the transaction.

Articles-authorized partial-consent route — § 180.0704(1)(b). Use only if the articles expressly authorize it. Obtain signed consents carrying at least the minimum votes that would authorize the Plan at a meeting where all entitled shares were present and voted, including each required voting group.

For either route:

☐ deliver the written consents to the corporation for inclusion in its records;

☐ state any delayed effective time; otherwise the action is effective when sufficient consents are delivered;

☐ for a partial-consent route, notify nonconsenting voting shareholders within 10 days after the action becomes effective; and

☐ because merger notice is required for nonvoting shareholders, give them meeting-equivalent materials at least 10 days before the consent action becomes effective.

Treat the consent approval as an authorization without a shareholders' meeting for the dissent calendar in Section 5. Deliver the § 180.1322 notice no later than 10 days after authorization to every holder entitled to dissent.

4.4 Target survivor no-vote route — § 180.11032(5)

Do not omit Target shareholder approval merely because Target survives. Attach a memorandum confirming every condition:

☐ Target's articles will not differ except for amendments enumerated in § 180.1002.

☐ Every pre-effective Target shareholder will hold the same number of shares with identical designations, preferences, limitations, and relative rights immediately afterward.

☐ Post-merger outstanding voting shares plus voting shares issuable from merger securities, rights, and warrants will not exceed pre-merger voting shares by more than 20%.

☐ Post-merger outstanding participating shares plus participating shares issuable from merger securities, rights, and warrants will not exceed pre-merger participating shares by more than 20%.

This exception applies only to Target. Merger Sub still requires shareholder approval unless a different statutory route outside this packet applies.

4.5 Amendment or abandonment after filing

If the Plan is amended after Form Corp2000 is delivered but before effectiveness in a way that requires the Articles to change, deliver a signed statement of amendment before effectiveness. If the transaction is abandoned during that interval, deliver a signed statement of abandonment before effectiveness. The statement identifies each constituent, states the amendment or abandonment, and confirms approval under § 180.11031.

5. WISCONSIN DISSENT AND FAIR-VALUE WORKFLOW

5.1 Eligibility under §§ 180.1301 and 180.1302

For an ordinary merger under this packet, dissent rights generally attach when shareholder approval is required by § 180.11032 or by the articles. The Target survivor no-vote route ordinarily supplies no statutory merger dissent right to Target shareholders, subject to any right created by the articles, bylaws, or board resolution.

Unless the articles provide otherwise, statutory rights do not apply to a class or series registered on a national securities exchange or quoted on the NASDAQ system on the record date for the meeting notice. Wisconsin's current market-out text does not state a consideration-form or interested-transaction override; do not import one from another state's statute.

“Fair value” is measured immediately before effectuation and excludes appreciation or depreciation in anticipation of the action unless exclusion would be inequitable. A statutory business combination uses the separate market-value definition cross-referenced in § 180.1301. Do not promise a valuation, interest rate, fee award, cost allocation, or litigation result.

5.2 Meeting-route notice and preservation

If the Plan is submitted at a meeting and shareholders or beneficial shareholders are or may be entitled to dissent, the meeting notice must state that fact and include a copy of §§ 180.1301 through 180.1331.

Before the vote, a holder wishing to dissent must deliver written notice of intent to demand payment and must not vote the affected shares in favor.

5.3 Post-authorization dissenters' notice and demand

No later than 10 days after the Plan is authorized, deliver the § 180.1322 dissenters' notice. For a meeting route, send it to holders who preserved rights. For a consent or other authorization without a shareholder vote, send the authorization notice and dissenters' notice to all holders entitled to assert rights.

The notice must:

☐ state where the written payment demand and certificated shares must be delivered;

☐ explain any transfer restriction on uncertificated shares;

☐ provide a demand form stating the first public or shareholder announcement date and requesting the acquisition-date certification;

☐ set a demand deadline no fewer than 30 and no more than 60 days after notice delivery; and

☐ include a copy of §§ 180.1301 through 180.1331.

The holder must timely demand payment, make the acquisition-date certification, and deposit required certificates. Failure to meet the notice deadline or certificate-deposit requirement defeats the statutory payment right.

5.4 Payment, supplemental demand, and court action

Except for after-acquired shares governed by § 180.1327, pay the corporation's fair-value estimate plus accrued interest as soon as the merger is effective or the payment demand is received, whichever is later. Include the latest required financial statements, fair-value estimate, interest calculation, supplemental-demand statement, and statutory copy.

If the merger is not effected within 60 days after the demand deadline, return deposited certificates and release uncertificated-share restrictions. If the merger later occurs, restart the dissenters' notice and demand procedure.

A dissenter disputing a payment or after-acquired-share offer must deliver a written estimate and demand within 30 days after the corporation made or offered payment. Section 180.1328 also addresses a corporation's failure to pay or release shares within the statutory 60-day periods.

If the supplemental demand remains unsettled, the corporation must commence the § 180.1330 special proceeding within 60 days after receiving the demand or pay the demanded amount. File in the circuit court for the county of the corporation's Wisconsin principal office or, if none, its registered office. Sections 180.1330 and 180.1331 govern parties, appraisal, judgment, costs, and possible fee assessment.

6. FORM CORP2000, DFI FILING, AND EFFECT

6.1 Mandatory Articles of Merger

Use the current mandatory Form Corp2000 and complete:

☐ each merging entity's exact name, entity type, and governing law;

☐ Target's exact name, business-corporation type, and Wisconsin governing law;

☐ the applicable Target-organizational-document statement and every required public-record amendment attachment;

☐ the fixed statements that the Plan was approved and adopted under each party's governing law, is on file at Target's principal office, and will be supplied on request to an interest holder;

☐ any applicable special-provision box;

☐ a signature on behalf of each constituent by a president, secretary, or other corporate officer, with date, entity name, printed name, and title;

☐ the drafter's name when required by Wis. Stat. § 182.01(3); and

☐ the optional delayed effective date and time, if used.

Corporate directors are not authorized to sign Form Corp2000 merely in their capacity as directors. The current instructions identify limited exceptions for an incorporator before directors are selected and for a court-appointed fiduciary.

6.2 Current official filing fee and submission

Form Corp2000 revised May 2026 states a $150 nonrefundable filing fee and an optional $100 next-business-day expedited-service fee. The form is mandatory and requires one original for paper filing. DFI's current submission instructions also permit payment through its online order system and email submission of a paid PDF where accepted.

Recheck the live form revision, fee, expedited options, entity status, payment method, delivery address, email or other submission route, signature rules, and attachments immediately before filing.

6.3 Effective time and statutory effect

Unless Form Corp2000 states a delayed time, the Articles become effective at close of business on the date DFI receives them for filing. A delayed effective date and time may not be more than 90 days after receipt.

Under § 180.1106, Target survives; Merger Sub's separate existence ceases; constituent property vests in Target without transfer, reversion, or impairment; debts, obligations, and liabilities become Target's; pending proceedings continue or may substitute Target; Target's organizational documents change as the Plan and filed Articles provide; and interests convert under the Plan, subject to applicable dissent rights.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Executed Plan and Target organizational-document attachments

☐ Board records and shareholder meeting or consent records

☐ Target § 180.11032(5) no-vote memorandum, if used

☐ Dissent eligibility analysis, notices, demands, certificates, payments, financial statements, and court calendar

☐ Executed mandatory Form Corp2000 and all attachments

☐ DFI payment receipt, filing evidence, and effective-time evidence

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Wisconsin Legislature — Chapter 180 current certified PDF
• Wisconsin Legislature — § 180.11012, Plan of merger
• Wisconsin Legislature — § 180.11032, Approval requirements
• Wisconsin Legislature — § 180.1105, Articles of merger
• Wisconsin Legislature — § 180.1302, Right to dissent
• Wisconsin DFI — mandatory Form Corp2000, Articles of Merger
• Wisconsin DFI — Business Entity Forms

Wisconsin merger, approval, consent, dissent, filing, effectiveness, and successor-effect rules were verified against the official Chapter 180 compilation published and certified July 1, 2026, updated through 2025 Wisconsin Act 247, and mandatory Form Corp2000 revised May 2026. The bill-index scan located no enacted or pending bill that changes these merger or dissent procedures; a recent criminal-law bill produced a citation-number collision but did not amend Chapter 180. Recheck enacted and pending legislation, form revision, filing instructions, and fees immediately before use.