2001 Wisconsin Act 44

180.1104 (title) Merger of subsidiary or parent.

44,61 Section 61. 180.1104 (1) of the statutes is amended to read:

180.1104 (1) A parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation or at least 90% of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into itself the parent or the parent into the subsidiary without approval of the shareholders of the parent or the shareholders or other owners of the subsidiary.

44,62 Section 62. 180.1104 (2) (b) of the statutes is amended to read:

180.1104 (2) (b) The manner and basis of converting the shares or other interests of the subsidiary or parent into shares, interests, obligations, or other securities of the parent surviving business entity or any other corporation business entity or into cash or other property in whole or part.

44,63 Section 63. 180.1104 (3) of the statutes is amended to read:

180.1104 (3) The parent shall mail a copy or summary of the plan of merger to each shareholder or other owner of the subsidiary merging business entity who does not waive the mailing requirement in writing.

44,64 Section 64. 180.1104 (4) of the statutes is amended to read:

180.1104 (4) The parent may not deliver articles of merger to the department for filing until at least 30 10 days after the date on which it mailed a copy of the plan of merger to each shareholder or other owner of the subsidiary merging business entity who did not waive the mailing requirement.

44,65 Section 65. 180.1104 (5) of the statutes is amended to read:

180.1104 (5) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation surviving business entity, except for amendments enumerated in s. 180.1002 or otherwise not requiring the approval of the shareholders or other owners of the entity.

44,66 Section 66. 180.1105 (1) (intro.) of the statutes is amended to read:

180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders of the corporation, or adopted by the board of directors if shareholder approval is not required, 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, the surviving or acquiring corporation business entity shall deliver to the department for filing articles of merger or share exchange setting forth all of the following:

44,67 Section 67. 180.1105 (1) (b) of the statutes is amended to read:

180.1105 (1) (b) A statement that the plan was approved by each domestic corporation that is a party to the merger in accordance with s. 180.1103 or 180.1104, whichever is applicable, 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.

44,68 Section 68. 180.1105 (1) (c) of the statutes is created to read:

180.1105 (1) (c) The effective date and time of the merger or share exchange, if the merger or share exchange is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 180.0123.

44,69 Section 69. 180.1105 (1) (d) of the statutes is created to read:

180.1105 (1) (d) Other provisions relating to the merger, as determined by the surviving business entity.

44,70 Section 70. 180.1106 (1) (a) of the statutes is amended to read:

180.1106 (1) (a) Every other corporation business entity that is party to the merger merges into the surviving corporation business entity, and the separate existence of every corporation business entity that is a party to the merger, except the surviving corporation business entity, ceases.

44,71 Section 71. 180.1106 (1) (am) of the statutes is created to read:

180.1106 (1) (am) 1. 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.

2. 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 subd. 1.

3. This paragraph does not affect liability under any taxation laws.

44,72 Section 72. 180.1106 (1) (b) of the statutes is amended to read:

180.1106 (1) (b) The title to all property owned by each corporation business entity that is party to the merger is vested in the surviving corporation 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.

44,73 Section 73. 180.1106 (1) (c) of the statutes is amended to read:

180.1106 (1) (c) The surviving corporation business entity has all liabilities of each corporation business entity that is party to the merger.

44,74 Section 74. 180.1106 (1) (d) of the statutes is amended to read:

180.1106 (1) (d) A civil, criminal, administrative , or investigatory proceeding pending by or against any corporation business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving corporation business entity may be substituted in the proceeding for the corporation business entity whose existence ceased.

44,75 Section 75. 180.1106 (1) (e) of the statutes is repealed and recreated to read:

180.1106 (1) (e) The articles of incorporation, 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.

44,76 Section 76. 180.1106 (1) (f) of the statutes is amended to read:

180.1106 (1) (f) The shares or other interests of each corporation business entity that is party to the merger that are to be converted into shares, interests, obligations , or other securities of the surviving corporation business entity or any other corporation 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 ss. 180.1301 to 180.1331 or otherwise under the laws applicable to each business entity that is party to the merger.

44,77 Section 77. 180.1106 (3) of the statutes is created to read:

180.1106 (3) (a) When a merger or share exchange under this section takes effect, the department is the agent of any surviving foreign business entity of a merger or any acquiring foreign business entity in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other owners of each domestic business entity that is a party to the merger or share exchange.

(b) When a merger or share exchange under this section takes effect, any surviving foreign business entity of a merger or any acquiring foreign business entity in a share exchange 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 or share exchange the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to such other domestic business entity.

44,78 Section 78. 180.1107 of the statutes is repealed.

44,79 Section 79. 180.1150 (3) (e) of the statutes is amended to read:

180.1150 (3) (e) Shares acquired under s. 180.1101, 180.1102, or 180.1104 or 180.1107 if the resident domestic corporation is a party to the merger or share exchange.

44,80 Section 80. 180.1161 of the statutes is created to read:

180.1161 Conversion. (1) (a) A domestic corporation 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 corporation 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 corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 180.1103 for the submission and approval of a plan of conversion.

(2) (a) A business entity other than a domestic corporation may convert to a domestic corporation 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 corporation 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. 180.0123.

(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar 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.

44,81 Section 81. 180.1302 (1) (cm) of the statutes is created to read:

180.1302 (1) (cm) Consummation of a plan of conversion.

44,82 Section 82. 180.1421 (1) and (2) of the statutes are amended to read:

180.1421 (1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department shall serve give the corporation under s. 180.0504 with written 180.0141 notice of the determination. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the notice shall be in writing and addressed to the registered office of the corporation.

(2) (a) Within 60 days after service of the notice is perfected takes effect under s. 180.0504 180.0141 (5) (a), the corporation shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

(b) If the corporation fails to satisfy par. (a), the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The department shall file the original of the certificate and serve a copy on the corporation under s. 180.0504 enter a notation in its records to reflect each ground for dissolution and the effective date of dissolution and shall give the corporation under s. 180.0141 notice of those facts. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the notice shall be in writing and addressed to the registered office of the corporation.

44,83 Section 83. 180.1421 (2m) of the statutes is created to read:

180.1421 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and except as provided under par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the corporation.

(b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation'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.

44,84 Section 84. 180.1504 (1) (intro.) and (b) of the statutes are amended to read:

180.1504 (1) (intro.) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the department if it the foreign corporation changes any of the following:

(b) The Its date of incorporation or the period of its duration.

44,85 Section 85. 180.1507 (2) of the statutes is amended to read:

180.1507 (2) A domestic corporation, a nonstock corporation, a limited partnership, a registered limited liability partnership, or a limited liability company incorporated, registered, or organized in this state, whose business office is identical with the registered office.

44,86 Section 86. 180.1507 (3) of the statutes is amended to read:

180.1507 (3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state, whose business office is identical with the registered office.

44,87 Section 87. 180.1530 (1m) and (2) of the statutes are amended to read:

180.1530 (1m) If the department receives a certificate under sub. (1) (f) and a statement by the foreign corporation that the certificate is submitted by the foreign corporation to terminate its authority to transact business in this state, the department shall issue a certificate of revocation revoke the foreign corporation's certificate of authority under s. 180.1531 (2) (b).

(2) A court may revoke under s. 946.87 the certificate of authority of a foreign corporation authorized 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 corporation's certificate of authority under s. 180.1531 (2) (b).

44,88 Section 88. 180.1531 (1) and (2) (a) and (b) of the statutes are amended to read:

180.1531 (1) If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall serve give the foreign corporation under s. 180.1510 with written 180.0141 notice of the determination. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the notice shall be in writing and addressed to the registered office of the foreign corporation.

(2) (a) Within 60 days after service of the notice is perfected takes effect under s. 180.1510 180.0141 (5) (a), the foreign corporation 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 corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by issuing 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 the foreign corporation under s. 180.1510 180.0141 notice of each ground for revocation and the effective date of the revocation. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the notice shall be in writing and addressed to the registered office of the foreign corporation.