{"data":{"id":"us-wi/wis.-stat.-204.104","jurisdiction":"us-wi","citation":"Wis. Stat. § 204.104","heading":"Election of an existing business corporation to become a benefit corporation.","body":"(1) Amendment. An existing business corporation may become a benefit corporation under this chapter by amending its articles so that they contain, in addition to the requirements of s. 180.0202, a statement that the corporation is a benefit corporation.\n(2) Fundamental transactions. If a corporation that is not a benefit corporation is a party to a merger, consolidation, or division or is the exchanging corporation in an interest exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or interest exchange is to be a benefit corporation, then the plan of merger, consolidation, division, or interest exchange shall not be effective unless the articles of the surviving, new, or resulting corporation contain a statement that the corporation is a benefit corporation.\n(3) Shareholder vote. Notwithstanding any provision to the contrary in the corporation’s articles of incorporation, bylaws, or shareholder agreements, the amendment of a corporation’s articles or its entry into a fundamental transaction under this chapter requires approval by the affirmative vote of the holders of at least two-thirds of the shares entitled to vote on the matter. If the amendment or fundamental transaction is approved, a shareholder who did not vote in favor of the amendment or fundamental transaction is entitled to assert dissenters’ rights under ss. 180.1301 to 180.1331.","path":["Chapter 204 Benefit Corporations","SUBCHAPTER I GENERAL PROVISIONS"],"source_url":"https://docs.legis.wisconsin.gov/document/statutes/204.104","current_through":"2023-24 Wisconsin Statutes updated through 2025 Wis. Act 247 (published 9-4-26)","vintage":"","retrieved_at":"2026-09-05T12:01:06Z","sha256":"f73eb054de23ca2a7670e475e340dfe76c5e389f9257de098c2054eb323c822f","source_id":"us-wi","stale":false,"prev":"us-wi/wis.-stat.-204.103","next":"us-wi/wis.-stat.-204.105"},"notice":"GroundRules: Original legal text. Not legal advice."}