2001 Wisconsin Act 44

44,166 Section 166. 183.0901 (4) (intro.) of the statutes is amended to read:

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:

44,167 Section 167. 183.1001 (1) of the statutes is amended to read:

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.

44,168 Section 168. 183.1006 (1) (a) of the statutes is amended to read:

183.1006 (1) (a) Its name or the fictitious name under which it has been issued a certificate of registration.

44,169 Section 169. 183.1006 (1) (b) of the statutes is amended to read:

183.1006 (1) (b) The state or jurisdiction under whose laws it is organized or its date of organization.

44,170 Section 170. 183.1020 (2) of the statutes is amended to read:

183.1020 (2) If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the department shall issue a certificate of revocation revoke the foreign limited liability company's certificate of registration under s. 183.1021 (2) (b).

44,171 Section 171. 183.1020 (3) of the statutes is amended to read:

183.1020 (3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the department of the action, and the department shall issue a certificate of revocation revoke the foreign limited liability company's certificate of registration under s. 183.1021 (2) (b).

44,172 Section 172. 183.1021 (1) and (2) of the statutes are amended to read:

183.1021 (1) If the department determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the department shall serve give the foreign limited liability company under s. 183.1010 with written notice of the determination by first class mail, addressed to the foreign limited liability company's registered office.

(2) (a) Within 60 days after service of the notice is perfected under s. 183.1010 takes effect, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

(b) If the foreign limited liability company fails to satisfy par. (a), the department may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites entering a notation in the department's records to reflect each ground for revocation and its the effective date of the revocation. The department shall file the original of the certificate and serve a copy on give written notice of those facts to the foreign limited liability company under s. 183.1010 by first class mail, addressed to the foreign limited liability company's registered office.

44,173 Section 173. 183.1021 (2g) of the statutes is created to read:

183.1021 (2g) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign limited liability company, addressed to the principal office of the foreign limited liability company.

(b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited liability company's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

44,174 Section 174. 183.1021 (2r) of the statutes is created to read:

183.1021 (2r) A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the earliest of the following:

(a) When received.

(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

44,175 Section 175. 183.1021 (3) of the statutes is amended to read:

183.1021 (3) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.1002 (2), ends on the effective date shown on the certificate revoking of revocation of its certificate of registration as reflected in the records of the department.

44,176 Section 176. 183.1022 (1) of the statutes is amended to read:

183.1022 (1) A foreign limited liability company may appeal the department's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service notice of the certificate of revocation is perfected takes effect under s. 183.1010 s. 183.1021 (2r). The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the department's certificate notice of revocation.

44,177 Section 177. Subchapter XII (title) of chapter 183 [precedes 183.1200] of the statutes is amended to read:

Chapter 183

Subchapter XIi
Merger; conversion

44,178 Section 178. 183.1200 of the statutes is created to read:

183.1200 Definitions. In this subchapter:

(1) "Business entity" means a domestic business entity and a foreign business entity.

(2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

(3) "Foreign business entity" means 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).

44,179 Section 179. 183.1201 (2) of the statutes is amended to read:

183.1201 (2) Unless otherwise provided in an operating agreement, one or more limited liability companies may merge with or into one or more other limited liability companies or one or more other foreign limited liability companies, with the surviving limited liability company being the limited liability company provided in the plan of merger business entities if the merger is permitted under the applicable laws of the jurisdiction that governs each such other business entity and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

44,180 Section 180. 183.1201 (3) of the statutes is amended to read:

183.1201 (3) Interests in a limited liability company that is a party to a merger may be exchanged for or converted into cash, property, shares, obligations of or interest interests in the surviving limited liability company business entity, or of any other limited liability company business entity.

44,181 Section 181. 183.1202 (3) of the statutes is amended to read:

183.1202 (3) Each foreign business entity, other than a domestic limited liability company, that is a party to a proposed merger shall approve the merger in the manner and by the vote required by the laws applicable to the foreign limited liability company business entity.

44,182 Section 182. 183.1202 (4) of the statutes is amended to read:

183.1202 (4) Each limited liability company business entity that is a party to the merger shall have any rights to abandon the merger that are provided for in the plan of merger or in the laws applicable to the limited liability company business entity.

44,183 Section 183. 183.1202 (6) of the statutes is created to read:

183.1202 (6) After a merger is authorized, and at any time before the articles of merger are filed with the department, the planned merger may be abandoned, subject to any contractual rights, without further action on the part of the shareholders or other owners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the governing body of any business entity that is a party to the merger.

44,184 Section 184. 183.1203 (1) of the statutes is repealed.

44,185 Section 185. 183.1203 (2) of the statutes is renumbered 183.1203, and 183.1203 (1), (3) and (4), as renumbered, are amended to read:

183.1203 (1) The name of, form of business entity, and identity of the jurisdiction governing each limited liability company business entity that is a party to the merger and the name, form of business entity, and identity of the jurisdiction of the surviving limited liability company business entity with, or into, which each other limited liability company business entity proposes to merge.

(3) The manner and basis of converting the interests in each limited liability company business entity that is a party to the merger into limited liability company shares, interests or, obligations, or other securities of the surviving limited liability company business entity or any other business entity or into cash or other property in whole or in part.

(4) Amendments to the articles of organization or other similar governing document of the surviving limited liability company that will be effected by the merger business entity.

44,186 Section 186. 183.1204 (1) of the statutes is repealed and recreated to read:

183.1204 (1) The surviving business entity shall deliver to the department articles of merger that include all of the following:

(a) The plan of merger.

(b) The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger under s. 183.0111.

(c) A statement that the plan was approved by each domestic limited liability company that is a party to the merger in accordance with s. 183.1202, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.

(e) Other provisions relating to the merger, as determined by the surviving business entity.

44,187 Section 187. 183.1205 of the statutes is repealed and recreated to read:

183.1205 Effects of merger. A merger has the following effects:

(1) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.

(1m) (a) If, under the laws applicable to a business entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners.

(b) If, under the laws applicable to the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity to the extent provided in such laws, but only for such debts and obligations accrued after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in par. (a).

(2) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

(3) The surviving business entity has all liabilities of each business entity that is party to the merger.

(4) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.

(5) The articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.

(6) The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or to their rights under the laws applicable to each business entity that is a party to the merger.

(7) If the surviving business entity is a foreign business entity, the department is the agent of the surviving foreign business entity for service of process in a proceeding to enforce any obligation of any business entity that is a party to the merger or the rights of the dissenting members or other owners of each business entity that is a party to the merger.

(8) When a merger takes effect, any surviving foreign business entity of the merger shall promptly pay to the dissenting shareholders of each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to the other domestic business entity.

44,188 Section 188. 183.1206 of the statutes is amended to read:

183.1206 Right to object. Unless otherwise provided in an operating agreement, upon receipt of the notice required by s. 183.1202 (5), a member of a limited liability company who did not vote in favor of the merger may, within 20 days after the date of the notice, voluntarily dissociate from the limited liability company under s. 183.0802 (3) and receive fair value for the member's limited liability company interest under s. 183.0604. The rights afforded to shareholders, partners, or other owners of other business entities shall be as required or provided by the laws applicable to the other business entities.

44,189 Section 189. 183.1207 of the statutes is created to read:

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.

(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 comply with the procedures that govern a plan of merger under s. 183.1202 for the submission and approval of a plan of conversion.

(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.

(b) A business entity converting into a domestic limited liability company shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.

(3) A plan of conversion shall set forth all of the following:

(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.

(b) The name, form of business entity, and the identity of the jurisdiction that will govern the business entity after conversion.

(c) The terms and conditions of the conversion.

(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.

(e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 183.0111.

(f) A copy of the articles of incorporation, article of organization, certificate of limited partnership or other governing document of the business entity after conversion.

(g) Other provisions relating to the conversion, as determined by the business entity.

(4) When a conversion is effective, all of the following shall occur:

(a) 1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.

2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.

(b) The business entity continues to have all liabilities of the business entity that was converted.

(c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.