Amendment AA1-ASA1-SB55

SB55-ASA1-AA1,999,19 (c) The new business entity is vested with title to all property owned by the business entity that is to be converted without reversions or impairment.

SB55-ASA1-AA1,999,23 (d) The articles of incorporation, articles of organization, bylaws, operating agreement, certificate of limited partnership, or other similar governing document, whichever is applicable, of the new business entity are amended as provided in the plan of conversion.

SB55-ASA1-AA1,999,24 (e) All other provisions of the plan of conversion apply.

SB55-ASA1-AA1,1000,3 (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:

SB55-ASA1-AA1,1000,4 (a) The plan of conversion.

SB55-ASA1-AA1,1000,7 (b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.

SB55-ASA1-AA1,1000,9 (c) The delayed effective date of the conversion under s. 180.0123 (2), if applicable.

SB55-ASA1-AA1,1000,12 (d) If a business entity other than a domestic corporation is converting to a domestic corporation, a copy of the articles of incorporation of the new domestic corporation.

SB55-ASA1-AA1,1000,16 (e) If a domestic corporation is to be converted to another form of business entity, a copy of the articles of incorporation, articles of organization, bylaws, operating agreement, certificate of limited partnership, or other similar governing document, whichever is applicable, of the new business entity.

SB55-ASA1-AA1,1000,20 (6) Any civil, criminal, administrative, or investigatory proceeding that is pending against a business entity that is to be converted may be continued against the business entity after the effective date of conversion or against the new business entity.".

SB55-ASA1-AA1,1000,21 1518. Page 984, line 10: after that line insert:

SB55-ASA1-AA1,1000,22 " Section 2923g. 181.0850 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1001,2 181.0850 (2) Professionals and experts. Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.

SB55-ASA1-AA1, s. 2923r Section 2923r. 181.1620 (2) (intro.) of the statutes is amended to read:

SB55-ASA1-AA1,1001,9 181.1620 (2) (intro.) Accountant's Certified public accountant's report or officer's statement. If annual financial statements are reported upon by a certified public accountant licensed or certified under ch. 442, the certified public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's financial accounting records that includes all of the following:".

SB55-ASA1-AA1,1001,10 1519. Page 985, line 2: after that line insert:

SB55-ASA1-AA1,1001,11 " Section 2924p. 182.70 (1) (d) of the statutes is amended to read:

SB55-ASA1-AA1,1001,13 182.70 (1) (d) "Department" means the department of natural resources environmental management.

SB55-ASA1-AA1, s. 2924r Section 2924r. 182.70 (3) (a) 1. of the statutes is amended to read:

SB55-ASA1-AA1,1002,4 182.70 (3) (a) 1. The company may create, acquire or lease an entire reservoir project or otherwise maintain, operate or control a system of water reservoirs located in or along the Wisconsin river River. These reservoirs shall be located north of township 37 north in or along the Wisconsin River, and in or along any tributary of the Wisconsin River that discharges into the river at any point north of the south line of township 23 north. The company may create, acquire, maintain and operate waterways to divert flood waters from or to the Wisconsin River to or from reservoirs on other rivers. Diversion of flood waters shall be subject to approval by the department, in consultation with the department of fish, wildlife, parks, and forestry. The company may construct, acquire and maintain dams, booms and other structures in, along or across this portion of the Wisconsin River and its tributaries to accomplish the purposes of this section. The company may clean out, straighten, deepen or otherwise improve any tributary to improve navigation of the tributary or of the Wisconsin River, or to prevent injury to property bordering on the rivers.

SB55-ASA1-AA1, s. 2924t Section 2924t. 182.71 (1) (c) of the statutes is amended to read:

SB55-ASA1-AA1,1002,7 182.71 (1) (c) "Department" means the department of natural resources environmental management.

SB55-ASA1-AA1, s. 2924v Section 2924v. 182.71 (7) of the statutes is amended to read:

SB55-ASA1-AA1,1002,13 182.71 (7) (a) The commission shall appraise and fix the price of any dam, land or flowage rights to be purchased by the company under this section. The commission shall approve any lease of property by the company prior to the payment of rent. The commission may require the department or the department of fish, wildlife, parks, and forestry to aid in appraising the value of the land.

SB55-ASA1-AA1,1002,23 (b) If the company intends to acquire and overflow property, the commission shall approve the need to overflow the property. The department, in consultation with the department of fish, wildlife, parks, and forestry shall mark the height to which any dam may raise the water level by permanent monuments and bench marks, shall supervise and control the time and extent of the drawing of water from the reservoirs, and may compel the maintenance of all reservoirs established. The commission and the department may employ, at the expense of the company, hydraulic engineers and other persons to assist in obtaining information necessary to enforce this section. The cost of hiring the engineers shall be included as a part of the cost of construction or maintenance and operation of the reservoir system.".

SB55-ASA1-AA1,1002,24 1520. Page 985, line 2: after that line insert:

SB55-ASA1-AA1,1003,1 " Section 2925c. 183.0109 (1) (a) 5. of the statutes is created to read:

SB55-ASA1-AA1,1003,3 183.0109 (1) (a) 5. An application for a certificate of conversion under s. 183.1207 (5).

SB55-ASA1-AA1, s. 2925r Section 2925r. 183.0114 (1) (mp) of the statutes is created to read:

SB55-ASA1-AA1,1003,5 183.0114 (1) (mp) A certificate of conversion filed under s. 183.1207 (5), $150.".

SB55-ASA1-AA1,1003,6 1521. Page 985, line 9: after that line insert:

SB55-ASA1-AA1,1003,7 " Section 2932h. 185.61 (1) of the statutes is amended to read:

SB55-ASA1-AA1,1003,10 185.61 (1) (a) If otherwise lawful, any 2 or more associations may merge or consolidate under this chapter or under the law of the state where the surviving or new association will exist.

SB55-ASA1-AA1,1003,17 (b) Before a cooperative may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board or the members for that purpose. The plan shall set forth all the terms of the merger or consolidation, including any provisions for abandonment of the plan, and the proposed effect of the plan on all members and stockholders of the cooperative, including the treatment of the equity interest of the members upon merger or consolidation.

SB55-ASA1-AA1,1003,19 (c) In case of consolidation, the plan of consolidation shall also contain the articles of the new association.

SB55-ASA1-AA1, s. 2932r Section 2932r. 185.62 (5) of the statutes is created to read:

SB55-ASA1-AA1,1004,9 185.62 (5) The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare an annual report on the implementation of any provision in the plan of merger or consolidation to retire or repurchase the equity interest of any member that was affected by the merger or consolidation. The report shall be kept in the principal office of the surviving association, in the case of a merger, or in the principal office of the new association, in the case of consolidation, and shall be available for inspection by any member whose equity interest was affected by the merger or consolidation. The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare the report until such time that the implementation of any provision in the plan of merger or consolidation to retire or repurchase the equity interest of any member that was affected by the merger or consolidation is complete.".

SB55-ASA1-AA1,1004,10 1522. Page 985, line 9: after that line insert:

SB55-ASA1-AA1,1004,11 " Section 2932m. 185.363 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1004,14 185.363 (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.".

SB55-ASA1-AA1,1004,15 1523. Page 985, line 9: after that line insert:

SB55-ASA1-AA1,1004,16 " Section 2928L. 183.0204 of the statutes is repealed and recreated to read:

SB55-ASA1-AA1,1004,19 183.0204 Effect of delivery or filing of articles of organization and other documents. (1) (a) A limited liability company is formed when the articles of organization become effective under s. 183.0111.

SB55-ASA1-AA1,1004,21 (b) The department's filing of the articles of organization is conclusive proof that the limited liability company is organized and formed under this chapter.

SB55-ASA1-AA1,1005,2 (c) The status of a limited liability company as a limited liability company or as a foreign limited liability company registered to transact business in this state and the liability of any member of any such limited liability company is not adversely affected by errors or subsequent changes in any information stated in any filing made under this chapter.

SB55-ASA1-AA1,1005,6 (2) The department's filing of the articles of organization of a foreign limited liability company under s. 183.1004 shall be considered the certificate of authority for that foreign limited liability company to transact business in this state and is notice of all other facts set forth in the registration statement.

SB55-ASA1-AA1,1005,15 (3) (a) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, but its business continues without winding up and without liquidating the company, the status of the limited liability company or foreign limited liability company before dissolution shall continue to be applicable to the company as it continues its business, and the company shall not be required to make any new filings under this chapter. Any filings made by such a limited liability company or foreign limited liability company before dissolution shall be considered to have been filed by the company while it continues its business.

SB55-ASA1-AA1,1005,20 (b) If a limited liability company or a foreign limited liability company that is registered to transact business in this state dissolves, any filings made by the company before dissolution remain in effect as to the company and its members during the period of winding up and to the members during the period after the company's liquidation or termination with respect to the liabilities of the company.

SB55-ASA1-AA1, s. 2928n Section 2928n. 183.0404 (2) (fm) of the statutes is created to read:

SB55-ASA1-AA1,1005,22 183.0404 (2) (fm) Convert to a new form of business entity under s. 183.1207.

SB55-ASA1-AA1, s. 2929b Section 2929b. 183.0504 of the statutes is created to read:

SB55-ASA1-AA1,1006,4 183.0504 Series of members, managers, or limited liability company interests. An operating agreement may establish, or provide for the establishment of, designated series or classes of members, managers, or limited liability company interests that have separate or different preferences, limitations, rights, or duties, with respect to profits, losses, distributions, voting, property, or other incidents associated with the limited liability company.

SB55-ASA1-AA1, s. 2929bm Section 2929bm. 183.0802 (3) of the statutes is amended to read:

SB55-ASA1-AA1,1006,20 183.0802 (3) (a) Except as provided in par. (b), unless an operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the a member may do so voluntarily withdraw from a limited liability company at any time by giving written notice to the other members, or on any other terms as are provided in an operating agreement. If the member has the power to withdraw but the withdrawal is a breach of an operating agreement or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct and may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law. Unless otherwise provided in an operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the operating agreement.

SB55-ASA1-AA1,1007,10 (b) If a member acquired an interest in a limited liability company for no or nominal consideration or owns an interest as to which the power to withdraw is restricted in the operating agreement, the member may withdraw from the limited liability company, or with respect to the interest, only in accordance with the operating agreement and only at the time or upon the occurrence of an event specified in the operating agreement. If the operating agreement does not specify the time or the event upon the occurrence of which the member may withdraw, a member who acquired an interest in the limited liability company for no or nominal consideration may not withdraw prior to the time for the dissolution and commencement of winding up of the limited liability company without the written consent of all members of the limited liability company. Unless otherwise provided in an operating agreement, in the case of a limited liability company that is organized for a definite term or particular undertaking, the operating agreement shall be considered to provide that a member may not withdraw before the expiration of that term or completion of that undertaking.

SB55-ASA1-AA1, s. 2929c Section 2929c. 183.0901 (4) (intro.) of the statutes is amended to read:

SB55-ASA1-AA1,1007,14 183.0901 (4) (intro.) An For a limited liability company organized before the effective date of this subsection .... [revisor inserts date], an event of dissociation of a member, unless any of the following applies:

SB55-ASA1-AA1, s. 2929d Section 2929d. 183.1001 (1) of the statutes is amended to read:

SB55-ASA1-AA1,1007,25 183.1001 (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members, regardless of whether the foreign limited liability company obtained or should have obtained a certificate of registration under this chapter, except that a foreign limited liability company that has filed a certificate of conversion under s. 183.1207 (5) to become a domestic limited liability company shall be subject to the requirements of this chapter governing domestic limited liability companies on the effective date of the conversion and shall not be subject to the requirements of this chapter governing foreign limited liability companies.

SB55-ASA1-AA1, s. 2929f Section 2929f. Subchapter XII (title) of chapter 183 [precedes 183.1200] of the statutes is amended to read:

SB55-ASA1-AA1,1008,3 Chapter 183

SB55-ASA1-AA1,1008,5 Subchapter XIi Merger And conversion

SB55-ASA1-AA1, s. 2929n Section 2929n. 183.1200 of the statutes is created to read:

SB55-ASA1-AA1,1008,7 183.1200 Definitions. In this subchapter:

SB55-ASA1-AA1,1008,9 (1) "Business entity" means a domestic business entity and a foreign business entity.

SB55-ASA1-AA1,1008,12 (2) "Domestic business entity" includes a corporation, a domestic limited liability company, a limited partnership, as defined in s. 179.01 (7), or a nonstock corporation, as defined in s. 181.0103 (18).

SB55-ASA1-AA1,1008,15 (3) "Foreign business entity" includes a foreign limited liability company, a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

SB55-ASA1-AA1, s. 2929r Section 2929r. 183.1207 of the statutes is created to read:

SB55-ASA1-AA1,1008,21 183.1207 Conversion. (1) (a) A domestic limited liability company may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic limited liability company is converting.

SB55-ASA1-AA1,1009,2 (b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic limited liability company is converting and that relate to the submission and approval of a plan of conversion, the domestic limited liability company shall use the procedures that govern a plan of merger under s. 183.1202 for the submission and approval of a plan of conversion.

SB55-ASA1-AA1,1009,6 (2) (a) A business entity other than a domestic limited liability company may convert to a domestic limited liability company if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.

SB55-ASA1-AA1,1009,9 (b) A business entity other than a domestic limited liability company shall use the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.

SB55-ASA1-AA1,1009,10 (3) A plan of conversion shall set forth all of the following:

SB55-ASA1-AA1,1009,12 (a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.

SB55-ASA1-AA1,1009,14 (b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.

SB55-ASA1-AA1,1009,15 (c) The terms and conditions of the conversion.

SB55-ASA1-AA1,1009,18 (d) The manner and basis of converting the shares or other ownership interests of the business entity that are to be converted into the shares or other ownership interests of the new business entity.

SB55-ASA1-AA1,1009,20 (e) The delayed effective date of the conversion under s. 183.0111 (2), if applicable.

SB55-ASA1-AA1,1009,23 (f) If a business entity other than a domestic limited liability company is converting to a domestic limited liability company, a copy of the articles of organization of the new domestic limited liability company.

SB55-ASA1-AA1,1009,24 (g) Other provisions relating to the conversion.

SB55-ASA1-AA1,1009,25 (4) A conversion is effective when all of the following occur:

SB55-ASA1-AA1,1010,5 (a) Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that is to be converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the business entity and is subject to the applicable law of the jurisdiction that governs the new business entity.

SB55-ASA1-AA1,1010,7 (b) The new business entity has assumed all liabilities of the business entity that is to be converted.

SB55-ASA1-AA1,1010,9 (c) The new business entity is vested with title to all property owned by the business entity that is to be converted without reversions or impairment.

SB55-ASA1-AA1,1010,13 (d) The articles of incorporation, articles of organization, bylaws, operating agreement, certificate of limited partnership, or other similar governing document, whichever is applicable, of the new business entity are amended as provided in the plan of conversion.

SB55-ASA1-AA1,1010,14 (e) All other provisions of the plan of conversion apply.

SB55-ASA1-AA1,1010,17 (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:

SB55-ASA1-AA1,1010,18 (a) The plan of conversion.

SB55-ASA1-AA1,1010,21 (b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.