2001 Wisconsin Act 44

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.

(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.

(e) All other provisions of the plan of conversion apply.

(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:

(a) The plan of conversion.

(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.

(c) The registered agent and registered office, record agent and record office, or other similar agent and office of the business entity before and after conversion.

(6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.

44,190 Section 190. 184.10 (4) of the statutes is amended to read:

184.10 (4) The department of financial institutions shall collect a fee of $15 for filing a statement appointing an agent to receive service of process, an amended and restated statement, or a resignation, except that the department of financial institutions, by rule, may specify a larger fee for documents filed in paper format.

44,191 Section 191. 185.48 (4) of the statutes is amended to read:

185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the department of $26 or, if the report is filed in paper format, upon payment of such larger fee as the department prescribes by rule.

44,192 Section 192. 185.48 (6) of the statutes is amended to read:

185.48 (6) The Except as otherwise provided in this subsection, the cooperative may be restored to good standing by delivering to the department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176. The department, by rule, may specify a larger fee for the filing of an annual report in paper format.

44,193 Section 193. 185.83 (1) (intro.) of the statutes is amended to read:

185.83 (1) (intro.) The Except as provided under sub. (1m), the department shall charge and collect for:

44,194 Section 194. 185.83 (1) (b) of the statutes is renumbered 185.83 (1) (b) (intro.) and amended to read:

185.83 (1) (b) (intro.) Filing an amendment to or restatement of the articles or articles of merger, consolidation or division, $10, plus $1.25 for each $1,000 of authorized stock not authorized at the time of the amendment, restatement, consolidation, or division, except that no fee may be collected for an any of the following:

1. An amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department; and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time of amendment, restatement, merger, consolidation or division.

44,195 Section 195. 185.83 (1) (b) 2. of the statutes is created to read:

185.83 (1) (b) 2. An amendment filed to reflect only a change in the name of a registered agent.

44,196 Section 196. 185.83 (1) (bm) of the statutes is created to read:

185.83 (1) (bm) Filing articles of merger, $30.

44,197 Section 197. 185.83 (1m) of the statutes is created to read:

185.83 (1m) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

44,198 Section 198. 551.02 (1) of the statutes is renumbered 551.02 (1r).

44,199 Section 199. 551.02 (1g) of the statutes is created to read:

551.02 (1g) "Accredited investor" has the meaning given in 17 CFR 230.501 (a).

44,200 Section 200. 551.23 (8) (g) of the statutes is amended to read:

551.23 (8) (g) An individual accredited investor, as defined by rule of the division, if the issuer reasonably believes immediately before the sale that the individual accredited investor, either alone or with the individual accredited investor's representative, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment.

44,201 Section 201. 551.23 (10) of the statutes is amended to read:

551.23 (10) Any offer or sale of its securities by an issuer having its principal office in this state, if the aggregate number of persons holding directly or indirectly all of the issuer's securities, after the securities to be issued are sold, does not exceed 15 25, exclusive of persons under sub. (8), if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state, except to broker-dealers and agents licensed in this state, and if no advertising is published unless it has been permitted by the division.

44,202 Section 202. 551.23 (11) (a) of the statutes is amended to read: