2001 Wisconsin Act 44

(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.

44,89 Section 89. 180.1531 (2m) of the statutes is created to read:

180.1531 (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 foreign 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.

44,90 Section 90. 180.1532 (1) of the statutes is amended to read:

180.1532 (1) A foreign corporation may appeal the department's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate the notice of revocation is perfected takes effect under s. 180.1510 180.0141 (5) (a). The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's certificate notice of revocation.

44,91 Section 91. 180.1709 of the statutes is repealed.

44,92 Section 92. 181.0103 (7) of the statutes is repealed and recreated to read:

181.0103 (7) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

44,93 Section 93. 181.0103 (10m) and (10p) of the statutes are created to read:

181.0103 (10m) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(10p) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

44,94 Section 94. 181.0103 (23) of the statutes is repealed and recreated to read:

181.0103 (23) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

44,95 Section 95. 181.0121 (1) (a) 4. of the statutes is created to read:

181.0121 (1) (a) 4. An application for a certificate of conversion under s. 181.1161 (5).

44,96 Section 96. 181.0122 (1) (intro.) of the statutes is amended to read:

181.0122 (1) Filing fee schedule. (intro.) The Except as provided under sub. (5), the department shall collect the following fees when the documents described in this subsection are delivered to the department for filing or, under pars. (e) and (f), when the telephone applications are made:

44,97 Section 97. 181.0122 (1) (j) of the statutes is amended to read:

181.0122 (1) (j) Subject to sub. (3) (e), domestic corporation's or foreign corporation's statement of change of a registered agent or a registered office, or both, $10.

44,98 Section 98. 181.0122 (1) (o) of the statutes is repealed and recreated to read:

181.0122 (1) (o) Articles of merger, $150.

44,99 Section 99. 181.0122 (1) (yr) of the statutes is created to read:

181.0122 (1) (yr) A certificate of conversion, $150.

44,100 Section 100. 181.0122 (5) of the statutes is created to read:

181.0122 (5) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

44,101 Section 101. 181.0402 (1) of the statutes is amended to read:

181.0402 (1) Reservation of names. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. If an application to reserve a name or to renew a reserved name is made by telephone, the department shall cancel the reservation or renewal if the department does not receive the fee required under s. 181.0122 (1) (e) or (f) within 15 business days after the application is made.

44,102 Section 102. 181.0501 (2) of the statutes is amended to read:

181.0501 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state, whose business office is identical with the registered office.

44,103 Section 103. 181.0501 (3) of the statutes is amended to read:

181.0501 (3) Foreign entities. A foreign corporation, stock 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.

44,104 Section 104. Subchapter XI (title) of chapter 181 [precedes 181.1100] of the statutes is amended to read:

Chapter 181

Subchapter Xi
Merger; conversion

44,105 Section 105. 181.1100 of the statutes is created to read:

181.1100 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 limited liability company, as defined in s. 183.0102 (10), 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, as defined in s. 183.0102 (8), 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).

44,106 Section 106. 181.1101 (1) of the statutes is amended to read:

181.1101 (1) In general. One or more corporations may merge into a corporation or a stock corporation, with or into one or more other business entities if the plan of merger is approved as provided in s. 181.1103 and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

44,107 Section 107. 181.1101 (2) (a) of the statutes is amended to read:

181.1101 (2) (a) The name of each corporation, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving corporation business entity into which each other corporation business entity plans to merge.

44,108 Section 108. 181.1101 (2) (d) of the statutes is amended to read:

181.1101 (2) (d) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or the shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other corporation business entity or into cash or other property in whole or part.

44,109 Section 109. 181.1101 (3) (a) of the statutes is amended to read:

181.1101 (3) (a) If the surviving corporation is a domestic corporation, amendments Amendments to the articles of incorporation or bylaws other similar governing document of the surviving corporation to be effected by the planned merger business entity.

44,110 Section 110. 181.1103 (6) of the statutes is amended to read:

181.1103 (6) Abandonment of planned merger. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board or other similar governing body of any other business entity that is a party to the merger.

44,111 Section 111. 181.1104 (title) of the statutes is amended to read:

181.1104 (title) Merger of subsidiary or parent.