Section 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 .

1997 a. 79 ; 2001 a. 44 .