Corporations Frequently Asked Questions - Articles of Merger

Frequently Asked Questions - Articles of Merger

An Illinois limited partnership, not licensed in Wisconsin, is merging into an Iowa LLC that is licensed in Wisconsin as a foreign LLC. Do I put this transaction on record in Wisconsin by filing Articles of Merger on DFI Form 2000?

No. The merger documents would be filed in Illinois and Iowa, assuming the laws of those states permit a merger between a limited partnership and an LLC. If the articles of merger of the surviving Iowa LLC included an amendment changing its name, it would apply for an Amended Certificate of Registration in Wisconsin to recognize the name change.

My Wisconsin corporation is merging into a Delaware LLC. Does that action require the Delaware LLC to obtain a certificate of registration in Wisconsin as a foreign LLC?

Not unless the surviving entity, the Delaware LLC, will be transacting business in Wisconsin.

We contemplate merging a Minnesota cooperative association into a Wisconsin cooperative association. Do we use DFI Form 2000 ("Articles of Merger")?

No. The language and references in Form 2000 are inappropriate for a merger of cooperative associations. Draft your own Articles of Merger in compliance with the requirements of Chapter 185 of the Wisconsin Statutes.

How do I compute the filing fee for articles of merger? We are merging three foreign business corporations into a Wisconsin business corporation. Further, the articles of incorporation of the surviving Wisconsin corporation are being amended and restated to increase its authorized shares from 100,000 to 1,000,000.

The fee for filing articles of merger under Chapters 179, 180, 181 and 183 is a flat $150.00, no matter how many domestic and foreign entities are involved in the merger. Because Chapter 180 filing fees are no longer computed on the basis of authorized shares, no additional fee would be due as a result of an increase in the number of authorized shares of the surviving Wisconsin corporation.

A Pennsylvania corporation is merging into a Louisiana corporation. Both of these foreign corporations are licensed to transact business in Wisconsin. Do I file DFI Form 2000 ("Articles of Merger") in Wisconsin to recognize this transaction?

No. The surviving Louisiana corporation may need to apply for an Amended Certificate of Authority if, for example, the merger included an amendment changing its name. The qualification in Wisconsin of the non-surviving Pennsylvania corporation may be terminated by filing an Application for Certificate of Withdrawal and Final Report (DFI Form 24).

Is DFI Form 2000 ("Articles of Merger") ever used if a foreign corporation is a party to the merger?

Yes, provided at least one Wisconsin entity is a party to the merger, either as a survivor or as a non-survivor.

DFI used to have separate forms for different types of merger transactions, such a Parent/Subsidiary, Domestic Corporations with Domestic Corporations, and Domestic Corporations with Foreign Corporations, but no longer appear on your website. What merger form do I now use for a Parent/Subsidiary merger?

DFI Form 2000 ("Articles of Merger") replaces a number of specialized "Articles of Merger" forms. Form 2000 may be used for any merger transaction in which a Wisconsin business corporation, nonstock corporation, limited partnership or limited liability company is a party to the merger, either as the surviving or non-survivor entity.

Must I use DFI Form 2000 ("Articles of Merger")?

No. You may draft your own Articles of Merger or Plan of Merger, or both.

 

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