(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:
551.23 (11) (a) Any transaction pursuant to an offer directed by the offeror to not more than 10 25 persons in this state, excluding persons exempt under sub. (8) but including persons exempt under sub. (10), during any period of 12 consecutive months, whether or not the offeror or any of the offerees is then present in this state, if the offeror reasonably believes that all the persons in this state are purchasing for investment, and no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state other than those exempt by sub. (8).
44,203
Section
203. 551.31 (1) (d) of the statutes is created to read:
551.31 (1) (d) An agent who is acting exclusively as an agent representing an issuer of securities and who makes offers and sales of the issuer's securities in transactions that are exempt under s. 551.23 (8) (g) or under a rule of the division promulgated under s. 551.23 (18) that specifically exempts transactions involving accredited investors and that is based on a model accredited investor exemption adopted by the North American Securities Administrators Association.
44,204
Section
204. 611.72 (2) of the statutes is amended to read:
611.72 (2) Approval required. No proposed plan of merger under s. 180.1101, or 180.1104
or 180.1107 or other plan for acquisition of control may be submitted to the shareholders of any domestic stock insurance corporation or its parent insurance holding corporation participating in the transaction or executed unless it has been approved by the commissioner.
44,205
Section
205.
Appropriation changes.
(1) In the schedule under section 20.005 (3) of the statutes for the appropriation to the department of financial institutions under section 20.144 (1) (g) of the statutes, as affected by the acts of 2001, the dollar amount is increased by $821,600 for fiscal year 2002-03 to carry out the purpose for which the appropriation is made.
44,206
Section
206.
Effective date.
(1) This act takes effect on the first day of the 6th month beginning after publication.
