LRB-5326/1
KSH:gf:jlb
1995 - 1996 LEGISLATURE
February 7, 1996 - Introduced by Representatives Albers, Jensen, Baldus,
Cullen, Duff, Goetsch, La Fave, Lazich, Schneiders, Springer, Urban,
Walker, Wasserman and
Ziegelbauer, cosponsored by Senators Darling,
Farrow, Huelsman, Panzer, Rude, Shibilski and Welch. Referred to
Committee on Insurance, Securities and Corporate Policy.
AB867,1,8
1An Act to amend 180.0122 (1) (a), 180.0122 (1) (m), 180.0122 (1) (n), 180.0122
2(1) (o), 180.0122 (1m) (intro.), 180.0202 (1) (c), 180.0202 (1) (d) 2., 180.0202 (1)
3(e) 2., 180.0601 (1), 180.0601 (2), 180.0602 (1) (b), 180.0602 (2) (c), 180.0602 (2)
4(d), 180.0603 (1), 180.0631 (3) (b) (intro.), 180.0701 (4) (intro.), 180.1002 (8) and
5180.1622 (1) (f);
to repeal and recreate 180.0631 (3) (b) (intro.); and
to create
6180.0103 (11e), 180.0122 (1m), 180.0602 (1) (c), 180.1002 (7m), 180.1002 (8m)
7and 180.1002 (8n) of the statutes;
relating to: corporations that are
8investment companies.
Analysis by the Legislative Reference Bureau
This bill makes a number of changes relating to corporations that state in their
articles of incorporation that they are registered, or are organized for the purpose of
registering, as management investment companies under the federal investment
company act of 1940 (investment companies). These changes include the following:
1. The bill permits investment companies to declare an indefinite number of
authorized shares. Under current law, the articles of incorporation are currently
required to specify the number of authorized shares. Similarly, current law requires
that the articles of incorporation specify the number of shares of each class that the
corporation is authorized to issue and the number of shares of each series of each
class that the corporation is authorized to issue. This bill permits an investment
company to specify an indefinite number of authorized shares and to specify that
each class and each series of shares have an indefinite number of authorized shares
in a class and shares in a series of a class. The bill permits the board of director's to
declare an indefinite number of authorized shares without shareholder approval,
unless the articles of incorporation provide otherwise.
2. The bill changes filing fees for investment companies that have authorized
an indefinite number of shares and that file articles of incorporation, amendments
of the articles of incorporation, restatements of articles of incorporation or articles
of merger. Under current law, these fees are based on the number of authorized
shares. Under the bill, for investment companies that have authorized an indefinite
number of shares, the filing fee for articles of incorporation is $12,500. The formula
for computing the filing fee for amendments to the articles of incorporation,
restatements of the articles of incorporation or articles of merger are amended so
that, if the amendment, restatement or articles of merger authorize an indefinite
number of shares, the filing fee is based on $12,500, rather than the number of
authorized shares.
3. The bill authorizes the board of directors of an investment company to
change the corporate name of the investment company without shareholder
approval, if the investment company notifies shareholders of the change in corporate
name not less than 30 days before the effective date of the change. Under current
law, shareholder approval would generally be required. The bill also allows a
company that is registered, or organized for the purpose of registering, as a
management investment company under the federal investment company act of
1940, to amend its articles of incorporation without shareholder approval to state
that it is an investment company, making the company subject to the provisions
contained in this bill.
4. The bill permits the board of directors of an investment company, to the
extent provided in the articles of incorporation, to change the distinguishing
designation of a class or series of shares, if the change does not affect the preferences,
limitations and relative rights, in whole or in part, of the class or series. Under
current law, shareholder approval would be required.
For further information see the state fiscal estimate, which will be printed as
an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB867, s. 1
1Section
1. 180.0103 (11e) of the statutes is created to read:
AB867,2,62
180.0103
(11e) "Investment company" means a corporation that is registered,
3or is organized for the purpose of registering, as a management investment company
4under
15 USC 80a-1 to
80a-64, if the corporation's articles of incorporation state
5that the corporation is registered or is organized for the purposes of registering as
6a management investment company under
15 USC 80a-1 to
80a-64.
AB867, s. 2
7Section
2. 180.0122 (1) (a) of the statutes is amended to read:
AB867,3,3
1180.0122
(1) (a) Articles of incorporation, 1 cent for each authorized share,
2except the minimum fee is $90 and the maximum fee is $10,000
and except that the
3fee for investment companies is determined under sub. (1m).
AB867, s. 3
4Section
3. 180.0122 (1) (m) of the statutes is amended to read:
AB867,3,95
180.0122
(1) (m) Amendment of articles of incorporation, $40; plus 1 cent for
6each authorized share after the amendment, less a credit of 1 cent for each
7authorized share immediately before the amendment; except the maximum fee
8under this paragraph is $10,000
and except that the fee for investment companies
9is determined under sub. (1m).
AB867, s. 4
10Section
4. 180.0122 (1) (n) of the statutes is amended to read:
AB867,3,1611
180.0122
(1) (n) Restatement of articles of incorporation with or without
12amendment of articles, $40; plus 1 cent for each authorized share after the
13restatement and any amendment, less a credit of 1 cent for each authorized share
14immediately before the restatement and any amendment; except the maximum fee
15under this paragraph is $10,000
and except that the fee for investment companies
16is determined under sub. (1m).
AB867, s. 5
17Section
5. 180.0122 (1) (o) of the statutes is amended to read:
AB867,3,2418
180.0122
(1) (o) Articles of merger, $50 for each domestic corporation and each
19foreign corporation authorized to transact business in this state that is a party to the
20merger; plus 1 cent for each authorized share of the surviving domestic corporation
21after the merger, less a credit of 1 cent for each share that is authorized immediately
22before the merger by each domestic corporation that is a party to the merger; except
23the maximum fee under this paragraph is $10,000
and except that the fee for
24investment companies is determined under sub. (1m).
AB867, s. 6
25Section
6. 180.0122 (1m) of the statutes is created to read:
AB867,4,3
1180.0122
(1m) The secretary of state shall collect the following fees when the
2documents described in this subsection are delivered to him or her for filing by an
3investment company:
AB867,4,44
(a) Articles of incorporation; an amount determined as follows:
AB867,4,65
1. If the investment company declares an indefinite number of authorized
6shares, $12,500.
AB867,4,97
2. If the investment company does not declare an indefinite number of
8authorized shares, 1 cent for each authorized share, except the minimum fee under
9this subdivision is $90 and the maximum fee is $10,000.
AB867,4,1310
(b) Amendment of articles of incorporation; $40, unless the amendment
11increases the number of authorized shares or declares an indefinite number of
12authorized shares, in which case an amount determined as follows shall be added to
13the $40 fee:
AB867,4,1714
1. If the amendment increases the number of authorized shares, 1 cent for each
15authorized share after the amendment, less a credit of 1 cent for each authorized
16share immediately before the amendment; except the maximum fee under this
17subdivision is $10,000.
AB867,4,2018
2. If the amendment declares an indefinite number of authorized shares,
19$12,500, less a credit of 1 cent for each authorized share immediately before the
20amendment.
AB867,4,2421
(c) Restatement of articles of incorporation with or without amendment of
22articles; $40, unless the restatement also amends the articles to increase the number
23of authorized shares or to declare an indefinite number of authorized shares, in
24which case an amount determined as follows shall be added to the $40 fee:
AB867,5,4
11. If the restatement amends the articles to increase the number of authorized
2shares, 1 cent for each authorized share after the amendment, less a credit of 1 cent
3for each authorized share immediately before the amendment; except the maximum
4fee under this subdivision is $10,000.
AB867,5,75
2. If the restatement amends the articles to declare an indefinite number of
6authorized shares, $12,500, less a credit of 1 cent for each authorized share
7immediately before the amendment.
AB867,5,98
(d) Articles of merger; $50 for each domestic or foreign investment company
9that is a party to the merger, plus the following:
AB867,5,1310
1. If the surviving domestic investment company has an indefinite number of
11authorized shares, $12,500, less a credit for each share that is authorized
12immediately before the merger by each domestic investment company that is a party
13to the merger.
AB867,5,1814
2. If the surviving domestic investment company does not have an indefinite
15number of authorized shares, 1 cent for each authorized share of the surviving
16domestic corporation after the merger, less a credit of 1 cent for each share that is
17authorized immediately before the merger by each domestic corporation that is a
18party to the merger; except the maximum fee under this subdivision is $10,000.
AB867, s. 7
19Section
7. 180.0122 (1m) (intro.) of the statutes, as created by 1995 Wisconsin
20Act .... (this act), is amended to read:
AB867,5,2321
180.0122
(1m) (intro.) The
secretary of state department shall collect the
22following fees when the documents described in this subsection are delivered to
him
23or her the department for filing by an investment company:
AB867, s. 8
24Section
8. 180.0202 (1) (c) of the statutes is amended to read:
AB867,6,2
1180.0202
(1) (c) The number of authorized shares
, except that an investment
2company may declare an indefinite number of authorized shares.
AB867, s. 9
3Section
9. 180.0202 (1) (d) 2. of the statutes is amended to read:
AB867,6,64
180.0202
(1) (d) 2. The number of shares of each class that the corporation is
5authorized to issue
, except that an investment company may declare that each class
6has an indefinite number of authorized shares.
AB867, s. 10
7Section
10. 180.0202 (1) (e) 2. of the statutes is amended to read:
AB867,6,108
180.0202
(1) (e) 2. The number of shares of each series that the corporation is
9authorized to issue
, except that an investment company may declare that each series
10has an indefinite number of authorized shares.
AB867, s. 11
11Section
11. 180.0601 (1) of the statutes is amended to read:
AB867,6,2012
180.0601
(1) The articles of incorporation shall prescribe the classes of shares
13and the number of shares of each class that the corporation is authorized to issue
,
14except that an investment company may prescribe that each class has an indefinite
15number of authorized shares. If more than one class of shares is authorized, the
16articles of incorporation shall prescribe a distinguishing designation for each class.
17Before the issuance of shares of a class, the corporation shall describe in its articles
18of incorporation the preferences, limitations and relative rights of that class. All
19shares of a class shall have preferences, limitations and relative rights identical with
20those of other shares of the same class unless the class is divided into series.
AB867, s. 12
21Section
12. 180.0601 (2) of the statutes is amended to read:
AB867,7,622
180.0601
(2) The articles of incorporation may create series of shares within
23a class of shares
, except that an investment company may prescribe that each series
24has an indefinite number of authorized shares. Before the issuance of shares of a
25series, the corporation shall describe in its articles of incorporation the number of
1shares of each series that the corporation is authorized to issue
or that there is an
2indefinite number of authorized shares, a distinguishing designation for each series
3within a class and the preferences, limitations and relative rights of that series. All
4shares of a series shall have preferences, limitations and relative rights identical
5with those of other shares of the same series and, except to the extent otherwise
6provided in the description of the series, with those of other series of the same class.
AB867, s. 13
7Section
13. 180.0602 (1) (b) of the statutes is amended to read:
AB867,7,128
180.0602
(1) (b) Create one or more series within a class, and, with respect to
9any series, determine the number of shares of the series, the distinguishing
10designation and the preferences, limitations and relative rights, in whole or in part,
11before the issuance of any shares of that series
, except that an investment company
12may prescribe that each series has an indefinite number of authorized shares.
AB867, s. 14
13Section
14. 180.0602 (1) (c) of the statutes is created to read:
AB867,7,1714
180.0602
(1) (c) In the case of an investment company, change the
15distinguishing designation of a class or series of shares, whether or not shares of the
16class are issued and outstanding, if the change does not affect the preferences,
17limitations and relative rights, in whole or in part, of the class or series.
AB867, s. 15
18Section
15. 180.0602 (2) (c) of the statutes is amended to read:
AB867,7,2119
180.0602
(2) (c) The number of shares of the class or series of shares created
,
20except that an investment company may prescribe that each class and each series
21have an indefinite number of authorized shares.
AB867, s. 16
22Section
16. 180.0602 (2) (d) of the statutes is amended to read:
AB867,7,2523
180.0602
(2) (d) A statement that none of the shares of the class or series has
24been issued
, except that this statement is not required if the only amendment to the
25articles of incorporation is made pursuant to sub. (1) (c).
AB867, s. 17
1Section
17. 180.0603 (1) of the statutes is amended to read:
AB867,8,62
180.0603
(1) A corporation may issue the number of shares of each class or
3series authorized by the articles of incorporation.
If an investment company has
4authorized an indefinite number of shares, there is no limit on the number of shares
5that the investment company may issue. Shares that are issued are outstanding
6shares until they are reacquired, redeemed, converted or canceled.
AB867, s. 18
7Section
18. 180.0631 (3) (b) (intro.) of the statutes is amended to read: