AB650, s. 120
9Section
120. 181.1105 (6) of the statutes is created to read:
AB650,47,1110
181.1105
(6) Other matters. Other provisions relating to the merger, as
11determined by the surviving business entity.
AB650, s. 121
12Section
121. 181.1106 (1) of the statutes is amended to read:
AB650,47,1613
181.1106
(1) Termination of separate existence. Every other
corporation 14business entity that is a party to the merger merges into the surviving
corporation 15business entity, and the separate existence of every
corporation business entity, 16except the surviving
corporation business entity, ceases.
AB650, s. 122
17Section
122. 181.1106 (1m) of the statutes is created to read:
AB650,47,2318
181.1106
(1m) Debts and obligations. If the merger is with or into a business
19entity under the laws applicable to which one or more of the owners of the business
20entity is liable for the debts and obligations of the business entity, the owner or
21owners are so liable only for the debts and obligations accrued during the period or
22periods in which such laws are applicable. This subsection does not affect liability
23under any taxation laws.
AB650, s. 123
24Section
123. 181.1106 (2) of the statutes is amended to read:
AB650,48,10
1181.1106
(2) Title to property. The title to all real estate and other property
2owned by each
corporation business entity that is a party to the merger is vested in
3the surviving
corporation business entity without reversion or impairment subject
4to any conditions to which the property was subject before the merger, provided that,
5if a merging business entity has an interest in real estate in Wisconsin on the date
6of the merger, the merging business entity shall transfer that interest to the business
7entity surviving the merger and shall execute any real estate transfer return
8required under s. 77.22. The business entity surviving the merger shall promptly
9record the instrument of conveyance under s. 59.43 in the office of the register of
10deeds for each county in which the real estate is located.
AB650, s. 124
11Section
124. 181.1106 (3) of the statutes is repealed and recreated to read:
AB650,48,1312
181.1106
(3) Liabilities. The surviving business entity has all liabilities of
13each business entity that is a party to the merger.
AB650, s. 125
14Section
125. 181.1106 (4) of the statutes is amended to read:
AB650,48,1915
181.1106
(4) Pending proceedings. A civil, criminal, administrative
, or
16investigatory proceeding pending
by or against any
corporation business entity that
17is a party to the merger may be continued as if the merger did not occur
, or the
18surviving
corporation business entity may be substituted in the proceeding for the
19corporation business entity whose existence ceased.
AB650, s. 126
20Section
126. 181.1106 (5) of the statutes is repealed and recreated to read:
AB650,48,2421
181.1106
(5) Articles of incorporation or other similar governing document. 22The articles of incorporation, articles of organization, certificate of limited
23partnership, or other similar governing document shall be amended to the extent
24provided in the plan of merger.
AB650, s. 127
25Section
127. 181.1106 (6) of the statutes is created to read:
AB650,49,6
1181.1106
(6) Ownership interests. The shares or other interests of each
2business entity that is party to the merger that are to be converted into shares,
3interests, obligations, or other securities of the surviving business entity or any other
4business entity or into cash or other property are converted, and the former holders
5of the shares or interests are entitled only to the rights provided in the articles of
6merger or under laws applicable to each business entity that is party to the merger.
AB650, s. 128
7Section
128. 181.1107 (2) of the statutes is amended to read:
AB650,49,118
181.1107
(2) Effect of merger. Upon the merger taking effect,
the any 9surviving foreign
corporation or foreign stock corporation business entity is deemed
10to have irrevocably appointed the department as its agent for service of process in
11any proceeding brought against it.
AB650, s. 129
12Section
129. 181.1108 of the statutes is amended to read:
AB650,49,17
13181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or
14promise contained in a will or other instrument of donation, subscription, or
15conveyance, that is made to a constituent
corporation
business entity and that takes
16effect or remains payable after the merger, inures to the surviving
corporation 17business entity unless the will or other instrument otherwise specifically provides.
AB650, s. 130
18Section
130. 181.1161 of the statutes is created to read:
AB650,49,22
19181.1161 Conversion. (1) (a) A domestic corporation may convert to another
20form of business entity if it satisfies the requirements under this section and if the
21conversion is permitted under the applicable law of the jurisdiction that governs the
22organization of the business entity into which the domestic corporation is converting.
AB650,50,323
(b) In addition to satisfying any applicable legal requirements of the
24jurisdiction that governs the organization of the business entity into which the
25domestic corporation is converting and that relate to the submission and approval
1of a plan of conversion, the domestic corporation shall comply with the procedures
2that govern a plan of merger under s. 181.1103 for the submission and approval of
3a plan of conversion.
AB650,50,7
4(2) (a) A business entity other than a domestic corporation may convert to a
5domestic corporation if it satisfies the requirements under this section and if the
6conversion is permitted under the applicable law of the jurisdiction that governs the
7business entity.
AB650,50,108
(b) A business entity converting into a domestic corporation shall comply with
9the procedures that govern the submission and approval of a plan of conversion of
10the jurisdiction that governs the business entity.
AB650,50,11
11(3) A plan of conversion shall set forth all of the following:
AB650,50,1312
(a) The name, form of business entity, and the identity of the jurisdiction
13governing the business entity that is to be converted.
AB650,50,1514
(b) The name, form of business entity, and the identity of the jurisdiction that
15will govern the new business entity.
AB650,50,1616
(c) The terms and conditions of the conversion.
AB650,50,1917
(d) The manner and basis of converting the shares or other ownership interests
18of the business entity that is to be converted into the shares or other ownership
19interests of the new form of business entity.
AB650,50,2220
(e) The effective date and time of the conversion, if the conversion is to be
21effective other than at the close of business on the date of filing the certificate of
22conversion, as provided under s. 181.0123.
AB650,50,2523
(f) A copy of the articles of incorporation, articles of organization, certificate of
24limited partnership, or other similar governing document of the business entity after
25conversion.
AB650,51,2
1(g) Other provisions relating to the conversion, as determined by the business
2entity.
AB650,51,3
3(4) When a conversion is effective, all of the following shall occur:
AB650,51,84
(a) 1. Except with respect to taxation laws of each jurisdiction that are
5applicable upon the conversion of the business entity, the business entity that was
6converted is no longer subject to the applicable law of the jurisdiction that governed
7the organization of the prior form of business entity and is subject to the applicable
8law of the jurisdiction that governs the new form of business entity.
AB650,51,139
2. If the conversion is from or to a business entity under the laws applicable to
10which one or more of the owners thereof is liable for the debts and obligations of such
11business entity, such owner or owners shall be so liable only for debts and obligations
12accrued during the period or periods in which such laws are applicable. This
13subdivision does not affect liability under any taxation laws.
AB650,51,1514
(b) The business entity continues to have all liabilities of the business entity
15that was converted.
AB650,51,2316
(c) The business entity continues to be vested with title to all property owned
17by the business entity that was converted without reversion or impairment, provided
18that, if the converting business entity has an interest in real estate in Wisconsin on
19the date of the conversion, the converting business entity shall transfer that interest
20to the business entity surviving the conversion and shall execute any real estate
21transfer return required under s. 77.22. The business entity surviving the
22conversion shall promptly record the instrument of conveyance under s. 59.43 in the
23office of the register of deeds for each county in which the real estate is located.
AB650,52,3
1(d) The articles of incorporation, articles of organization, certificate of limited
2partnership, or other similar governing document, whichever is applicable, of the
3business entity are as provided in the plan of conversion.
AB650,52,44
(e) All other provisions of the plan of conversion apply.
AB650,52,7
5(5) After a plan of conversion is submitted and approved, the business entity
6that is to be converted shall deliver to the department for filing a certificate of
7conversion that includes all of the following:
AB650,52,88
(a) The plan of conversion.
AB650,52,119
(b) A statement that the plan of conversion was approved in accordance with
10the applicable law of the jurisdiction that governs the organization of the business
11entity.
AB650,52,1412
(c) The registered agent and registered office, the record agent and record
13office, or other similar agent and office of the business entity before and after
14conversion.
AB650,52,17
15(6) Any civil, criminal, administrative, or investigatory proceeding that is
16pending by or against a business entity that is converted may be continued by or
17against the business entity after the effective date of conversion.
AB650, s. 131
18Section
131. 181.1403 (1) (e) of the statutes is repealed and recreated to read:
AB650,52,2119
181.1403
(1) (e) If approval by members is required, a statement that
20dissolution was approved by a sufficient vote of the members of each class entitled
21to vote on dissolution.
AB650, s. 132
22Section
132. 181.1421 (1) of the statutes is amended to read:
AB650,53,323
181.1421
(1) Notice of determination. If the department determines that one
24or more grounds exist under s. 181.1420 for dissolving a corporation, the department
25shall give the corporation written notice of the department's determination by
1certified first-class mail,
return receipt requested, addressed to the corporation's
2registered agent
and to the corporation's principal office, as most recently designated
3on the records of the department.
AB650, s. 133
4Section
133. 181.1421 (2) of the statutes is repealed and recreated to read:
AB650,53,85
181.1421
(2) Secondary notices. (a) If a notice under sub. (1) is returned to
6the department as undeliverable, the department shall again give the corporation
7notice by first-class mail, addressed to the principal office of the corporation, as most
8recently designated in the records of the department.
AB650,53,129
(b) If the notice under par. (a) is returned to the department as undeliverable
10or if the corporation's principal office cannot be determined from the records of the
11department, the department shall give the notice by publishing a class 2 notice under
12ch. 985 in the official state newspaper.
AB650, s. 134
13Section
134. 181.1421 (4) (b) of the statutes is amended to read:
AB650,53,2014
181.1421
(4) (b) If the corporation fails to satisfy par. (a), the department shall
15administratively dissolve the corporation
by issuing a certificate of dissolution that
16recites each ground for dissolution and its effective date. The department shall
file
17the original of the certificate and shall provide notice to enter a notation in the
18department's records to reflect each ground for dissolution and the effective date of
19dissolution and shall give the corporation
of the certificate notice of those facts in the
20same manner as a notice of determination under subs. (1) and (2).
AB650, s. 135
21Section
135. 181.1422 (2) (a) (intro.) of the statutes is amended to read:
AB650,53,2422
181.1422
(2) (a) (intro.) The department shall cancel the
certificate notice of
23dissolution and issue a certificate of reinstatement that complies with par. (b) if the
24department determines all of the following:
AB650, s. 136
25Section
136. 181.1423 (2) of the statutes is amended to read:
AB650,54,7
1181.1423
(2) Time for appeal of denial. The corporation may appeal the denial
2of reinstatement to the circuit court for the county where the corporation's principal
3office or, if none in this state, its registered office is located, within 30 days after
4service of the notice of denial is perfected. The corporation shall appeal by
5petitioning the court to set aside the dissolution and attaching to the petition copies
6of the department's
certificate notice of dissolution, the corporation's application for
7reinstatement
, and the department's notice of denial.
AB650, s. 137
8Section
137. 181.1504 (1) (b) of the statutes is amended to read:
AB650,54,99
181.1504
(1) (b)
The Its date of incorporation or the period of its duration.
AB650, s. 138
10Section
138. 181.1507 (2) of the statutes is amended to read:
AB650,54,1411
181.1507
(2) Domestic entities. A domestic corporation, stock corporation
,
12limited partnership, registered limited liability partnership, or limited liability
13company, incorporated
, registered, or organized in this state, whose business office
14is identical with the registered office.
AB650, s. 139
15Section
139. 181.1507 (3) of the statutes is amended to read:
AB650,54,1916
181.1507
(3) Foreign entities. A foreign corporation, stock corporation
,
17limited partnership, registered limited liability partnership, or limited liability
18company, authorized to transact business in this state, whose business office is
19identical with the registered office.
AB650, s. 140
20Section
140. 181.1531 (1) of the statutes is amended to read:
AB650,54,2521
181.1531
(1) Notice of proceeding by department. If the department
22determines that one or more grounds exist under s. 181.1530 (1) for revocation of a
23certificate of authority, the department shall
serve
give the foreign corporation under
24s. 181.1510
with written notice of the determination
, addressed to the foreign
25corporation's registered agent.
AB650, s. 141
1Section
141. 181.1531 (2) (a), (b) and (c) 1. (intro.) of the statutes are amended
2to read:
AB650,55,63
181.1531
(2) (a) Within 60 days after
service of the notice
is perfected under
4s. 181.1510 takes effect, the foreign corporation shall correct each ground for
5revocation or demonstrate to the reasonable satisfaction of the department that each
6ground determined by the department does not exist.
AB650,55,137
(b) If the foreign corporation fails to satisfy par. (a), the department may revoke
8the foreign corporation's certificate of authority by
issuing a certificate of revocation
9that recites entering a notation in the department's records to reflect each ground for
10revocation and the
certificate's effective date
of revocation. The department shall
file
11the original certificate and serve a copy on give notice of those facts to the foreign
12corporation
in the same manner as a notice of determination under
s. 181.1510 subs.
13(1) and (2).
AB650,55,1714
(c) 1. (intro.) If a foreign corporation's certificate of authority is revoked, the
15department shall reinstate the certificate of authority if the foreign corporation does
16all of the following within 6 months after the effective date of
the certificate of 17revocation:
AB650, s. 142
18Section
142. 181.1531 (2g) of the statutes is created to read:
AB650,55,2219
181.1531
(2g) Secondary notices. (a) If a notice under sub. (1) or (2) (b) is
20returned to the department as undeliverable, the department shall again give
21written notice to the foreign corporation, addressed to the principal office of the
22foreign corporation, as most recently designated in the records of the department.
AB650,56,223
(b) If the notice under par. (a) is returned to the department as undeliverable
24or if the corporation's principal office cannot be determined from the records of the
1department, the department shall give the notice by publishing a class 2 notice under
2ch. 985 in the official state newspaper.
AB650, s. 143
3Section
143. 181.1531 (2r) of the statutes is created to read:
AB650,56,54
181.1531
(2r) Effective date of notice. A notice under sub. (1), (2) (b), or (2g)
5(a) takes effect at the earliest of the following:
AB650,56,66
(a) When received.
AB650,56,87
(b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
8addressed.
AB650,56,119
(c) On the date shown on the return receipt, if sent by registered or certified
10mail, return receipt requested, and the receipt is signed by or on behalf of the
11addressee.
AB650, s. 144
12Section
144. 181.1531 (3) of the statutes is amended to read:
AB650,56,1613
181.1531
(3) Effect of revocation. The authority of a foreign corporation to
14transact business in this state, ends on the
effective date
shown on the certificate
15revoking of revocation of its certificate of authority
, as reflected in the records of the
16department.
AB650, s. 145
17Section
145. 181.1532 (1) of the statutes is amended to read:
AB650,56,2518
181.1532
(1) Right to appeal. A foreign corporation may appeal the
19department's revocation of its certificate of authority under s. 181.1530 (1) to the
20circuit court for the county where the foreign corporation's principal office or, if none
21exists in this state, its registered office is located, within 30 days after
service of the
22certificate the effective date of the notice of revocation
is perfected under s. 181.1510.
23The foreign corporation shall appeal by petitioning the court to set aside the
24revocation and attaching to the petition copies of its certificate of authority and the
25department's
certificate notice of revocation.
AB650, s. 146
1Section
146. 183.0104 (1) of the statutes is amended to read:
AB650,57,132
183.0104
(1) A person may reserve the exclusive use of a limited liability
3company name, including a fictitious name for a foreign limited liability company
4whose name is not available, by delivering an application to the department for filing
5or by making a telephone application. The application shall include the applicant's
6name and address and the name proposed to be reserved. If the department finds
7that the name applied for under this subsection is available, the department shall
8reserve the name for the applicant's exclusive use for a 120-day period, which may
9be renewed by the applicant or a transferee under sub. (2) from time to time.
If an
10application to reserve a name or to renew a reserved name is made by telephone, the
11department shall cancel the reservation or renewal if the department does not
12receive the fee required under s. 183.0114 (1) (e) or (f) within 10 business days after
13the day on which the application is made.
AB650, s. 147
14Section
147. 183.0105 (1) (b) of the statutes is amended to read:
AB650,57,1815
183.0105
(1) (b) A domestic corporation,
a domestic limited liability company,
16limited partnership, registered limited liability partnership, or
a nonstock 17corporation organized
or registered in this state, whose business office is identical
18with the registered office.
AB650, s. 148
19Section
148. 183.0105 (1) (c) of the statutes is amended to read:
AB650,57,2320
183.0105
(1) (c) A foreign corporation,
nonstock corporation, limited
21partnership, registered limited liability partnership, or
a foreign limited liability
22company
, that is authorized to transact business in this state
and, whose business
23office is identical with the registered office.
AB650, s. 149
24Section
149. 183.0107 (1) of the statutes is renumbered 183.0107 (1r).