AB650: Bill Text

4. The surviving business entity has all liabilities of each business entity that is party to the merger.

5. 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.

6. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity are amended to the extent provided in the plan of merger.

7. 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.

8. If the surviving business entity is a foreign business entity, DFI 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.

9. When a merger takes effect, any surviving foreign business entity of the merger must 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 laws applicable to the domestic corporation or other domestic business entity.

Merger fees

Under current law, the fee for filing documents of merger varies depending upon the type of entity executing the merger. The fee for filing articles of merger by a corporation is $50 per corporation. For a nonstock corporation, the fee is $30 per corporation. For a limited liability company, the fee is $50 per company. For a cooperative, the fee is $10.

This bill sets these filing fees uniformly at $150, except that the fee applicable to a cooperative under the bill is $30.

Electronic filing

Wisconsin law currently specifies that documents required to be filed by corporations with DFI may be filed in electronic format. This bill specifies that documents required to be filed by limited partnerships, limited liability partnerships, nonstock corporations, and limited liability companies may be filed in electronic format, as well.

Filing fees

Current law specifies numerous fees that limited liability partnerships, limited partnerships, corporations, nonstock corporations, limited liability companies, unincorporated nonprofit associations, and cooperatives must pay in order file certain documents with DFI. In certain limited circumstances, current law specifies a higher fee for documents filed in paper format. This bill permits DFI, by rule, to establish a higher fee that applies if any of these documents are filed in paper format.

Registered agents

Current law requires every limited partnership, corporation, nonstock corporation, and limited liability company to appoint a registered agent, who receives certain communications on behalf of the business organization and who accepts service of process (for example, service of a summons and complaint). Current law permits these business organizations to appoint a business entity, rather than an individual, as registered agent; however, the types of business entities authorized to serve as registered agent are not uniform across all of the laws governing these business organizations. Current law does not authorize any of these business organizations to appoint a limited partnership or limited liability partnership as registered agent. Under this bill, these business organizations may appoint a limited partnership, limited liability partnership, corporation, nonstock corporation, or limited liability company as registered agent.

Current law specifies a procedure which the registered agent of a corporation, nonstock corporation, or limited liability company may follow to resign. This bill creates a similar procedure applicable to the registered agent of a limited partnership or limited liability partnership. This bill also deletes all fees required for filing a document to reflect only a change in registered agent.

Dissolution of nonstock corporations

Currently, in order to dissolve, a nonstock corporation must file articles of dissolution with DFI. If approval by members of the nonstock corporation is required for the dissolution, the articles of dissolution must itemize the number of votes cast on the question by each class of members entitled to vote. This bill repeals this requirement and, instead, requires that the articles of dissolution include a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote.

Amended certificates of authority for foreign entities

Under current law, a foreign corporation or foreign nonstock corporation must obtain a certificate of authority from DFI in order to transact business in this state. Similarly, a foreign limited liability company must obtain a certificate of registration from DFI. Current law specifies certain conditions under which a foreign corporation, foreign nonstock corporation, or foreign limited liability company must obtain an amended certificate (for example, if the entity changes the jurisdiction under which it is organized). This bill further requires a foreign corporation, foreign nonstock corporation, or foreign limited liability company to obtain an amended certificate if the entity changes the date of its incorporation or organization.

Notice of administrative dissolution or revocation

Current law requires DFI to "serve" a domestic or foreign corporation with notice of grounds for administratively dissolving the corporation. A similar requirement applies with regard to foreign limited liability companies. This bill, instead, requires DFI to "give" a notice to the affected entity. The notice must be addressed to the entity's registered office. The bill also creates a procedure that DFI must follow to give notice, if the original notice is returned as undeliverable.

Exemptions from securities registration requirements and licensing requirements for securities broker-dealers and securities agents

Under current law, a person may not offer or sell any security in this state unless a registration statement relating to the security is filed with the division of securities in DFI (division) or unless the security is exempt from state registration requirements under federal law. However, current law exempts certain types of securities and transactions from this registration requirement. For example, an offer or sale of a security currently is exempt from registration if the offer or sale is made to an individual who qualifies as an accredited investor under the rules of the division, as long as the issuer of the security reasonably believes that the accredited investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment. In addition, with certain exceptions, an offer or sale of a security by the issuer of that security is exempt from registration if the issuer has its principal office in this state and if, among other things, not more than 15 persons will hold all of the securities after the sale. Also, under current law, any transaction that is entered into pursuant to an offer made to not more than ten persons in this state during any period of 12 consecutive months is exempt from registration, if certain other requirements are satisfied.

This bill expands these exemptions from registration. Under this bill, an offer or sale of a security to an accredited investor is exempt from registration if the individual or person receiving the offer or making the purchase qualifies as an accredited investor under certain federal rules. These federal rules define "accredited investor" to include, among other things, certain financial entities, such as banking institutions, and individuals who have a net worth of greater than $1,000,000 or who have had an income of greater than $200,000 in the two most recent years. The bill also repeals the requirement that the issuer reasonably believe the accredited investor has a specified level of knowledge and experience in financial and business matters. In addition, under this bill, an offer or sale of a security by the issuer of that security generally is exempt from registration if the issuer has its principal office in this state and if, among other things, not more than 25 persons will hold all of the issuer's securities after the sale. Also, under this bill, any transaction that is entered into pursuant to an offer made to not more than 25 persons in this state during any period of 12 consecutive months generally is exempt from registration, if the other requirements under current law are satisfied.

Currently, in order to transact business as a securities broker-dealer or securities agent in this state, a person must obtain a license from the division, unless the person is exempt from the licensing requirement. Current law exempts persons who give certain group presentations relating to securities, persons who engage exclusively in transactions on account of or with certain financial and governmental entities, and certain persons who are exempt from state licensing requirements under federal law.

This bill creates an additional exemption from this licensing requirement. This bill exempts any securities agent who is acting exclusively on behalf of an issuer of securities (as opposed to acting on behalf of a securities broker-dealer) and who makes offers and sales of the issuer's securities in transactions that are exempt from registration under the rules of the division that specifically exempt transactions involving accredited investors or to persons who qualify as accredited investors under certain federal rules.

For further information see the state fiscal estimate, which will be printed as an appendix to this bill.

The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:

AB650, s. 1 Section 1. 71.80 (21) of the statutes is created to read:

AB650,8,6 71.80 (21) Business entity conversion. Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 shall be treated for state tax purposes in the same manner as the conversion is treated for federal tax purposes.

AB650, s. 2 Section 2. 71.80 (22) of the statutes is created to read:

AB650,8,12 71.80 (22) Business entity merger. Notwithstanding any provision of ss. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, the merger of a business entity with one or more business entities under s. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 shall be treated for state tax purposes in the same manner as the merger is treated for federal tax purposes.

AB650, s. 3 Section 3. 73.03 (58) of the statutes is created to read:

AB650,9,2 73.03 (58) (a) Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, to treat, for state tax purposes, the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 in the same manner as the conversion is treated for federal tax purposes.

AB650,9,7 (b) Notwithstanding any provision of ss. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, to treat, for state tax purposes, the merger of a business entity with one or more business entities under s. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 in the same manner as the merger is treated for federal tax purposes.

AB650, s. 4 Section 4. 77.21 (1e) of the statutes is amended to read:

AB650,9,13 77.21 (1e) "Mergers of corporations" means the merger or combination of 2 one or more corporations, nonstock corporations, limited liability companies, or limited partnerships, or any combination thereof, under a plan of merger or a plan of consolidation or the combination of 2 or more limited liability companies under a plan of merger permitted by the laws that govern the entities.

AB650, s. 5 Section 5. 77.25 (6d) of the statutes is created to read:

AB650,9,16 77.25 (6d) Pursuant to partnerships registering as limited liability partnerships under s. 178.40.

AB650, s. 6 Section 6. 77.25 (6m) of the statutes is created to read:

AB650,9,21 77.25 (6m) Pursuant to the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207, if, after the conversion, the ownership interests in the new entity are identical with the ownership interests in the original entity immediately preceding the conversion.

AB650, s. 7 Section 7. 77.61 (15) of the statutes is created to read:

AB650,9,25 77.61 (15) Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, a business entity that converts to another business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 shall be subject to the provisions under this subchapter applicable to liquidations, reorganizations, and business entity formations.

AB650, s. 8 Section 8. 178.43 of the statutes is renumbered 178.43 (1).

AB650, s. 9 Section 9. 178.43 (2m) and (3m) of the statutes are created to read:

AB650,10,8 178.43 (2m) The registered agent of a registered limited liability partnership or a foreign limited liability partnership may resign as registered agent by executing and filing with the department a written statement that includes all of the following information, as applicable:

AB650,10,10 (a) The name of the registered limited liability partnership or foreign registered limited liability partnership for which the registered agent is acting.

AB650,10,11 (b) The name of the registered agent.

AB650,10,13 (c) If the registered agent is acting for a registered limited liability partnership, the street address of the registered limited liability partnership.

AB650,10,17 (d) If the registered agent is acting for a foreign registered limited liability partnership, the foreign registered limited liability partnership's current registered office and the mailing address of the foreign registered limited liability partnership's current principal office.

AB650,10,18 (e) A statement that the registered agent resigns.

AB650,10,19 (f) If the registered office is also discontinued, a statement to that effect.

AB650,10,23 (3m) After the filing of a statement under sub. (2), the department shall mail a copy of the statement to the registered limited liability partnership or foreign registered limited liability partnership at the address provided under sub. (2) (c) or (d).

AB650, s. 10 Section 10. 178.46 (1) of the statutes is renumbered 178.46 (1r).

AB650, s. 11 Section 11. 178.46 (1g) of the statutes is created to read:

AB650,11,1 178.46 (1g) In this section:

AB650,11,4 (a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

AB650,11,6 (b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB650,11,9 (c) "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.

AB650,11,11 (d) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

AB650, s. 12 Section 12. 178.46 (2) and (4) of the statutes are amended to read:

AB650,11,15 178.46 (2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) sub. (1r) and are originally executed to satisfy sub. (3).

AB650,11,18 (4) The department may waive any of the requirements of subs. (1) to (3) subs. (1r) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.

AB650, s. 13 Section 13. 178.48 (1) (intro.) of the statutes is amended to read:

AB650,11,22 178.48 (1) (intro.) The Except as provided under sub. (4), the department shall collect the following fees when the documents described under this subsection are delivered to the department for filing:

AB650, s. 14 Section 14. 178.48 (4) of the statutes is created to read:

AB650,11,25 178.48 (4) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

AB650, s. 15 Section 15. 178.51 (1) of the statutes is amended to read:

AB650,12,6 178.51 (1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

AB650, s. 16 Section 16. 179.03 (2) of the statutes is amended to read:

AB650,13,2 179.03 (2) The Except as otherwise provided in this subsection, the reservation shall be made by filing with the department an application executed by the applicant to reserve a specified name together with a fee of $10, or such larger amount as the department requires by rule, if the application is filed in paper format. The reservation may be made by making a telephone application to reserve a specified name. The fee for a telephone application to reserve a specified name for 60 days is $20. If the department finds that the name is available for use by a domestic limited partnership or foreign limited partnership, the department shall reserve the name for the exclusive use of the applicant for a period of 60 days. The department shall cancel the telephone application to reserve a specified name if the department does not receive the proper fee within 15 business days after the application. Once having reserved a name, the same applicant may not again reserve the same name until more than 60 days after the expiration of the last 60-day period for which that applicant reserved that name. The Except as otherwise provided in this subsection, the right to the exclusive use of a reserved name may be transferred to any other person by filing with the department, together with a fee of $10, a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. The department may, by rule, specify a larger fee for filing a notice of transfer in paper format.

AB650, s. 17 Section 17. 179.04 (1) (b) of the statutes is amended to read:

AB650,13,10 179.04 (1) (b) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.

AB650, s. 18 Section 18. 179.045 of the statutes is created to read:

AB650,13,14 179.045 Resignation of agent for service of process. (1) An agent for service of process may resign by executing and filing with the department a statement, in duplicate, containing all of the following information, as applicable:

AB650,13,16 (a) The name of the domestic or foreign limited partnership for which the agent is acting.

AB650,13,17 (b) The name and current street address of the agent.

AB650,13,19 (c) If the agent is acting for a domestic limited partnership, the address of the domestic limited partnership's record office.

AB650,13,21 (d) If the agent is acting for a foreign limited partnership, the address of the foreign limited partnership's office in its state of organization.

AB650,13,22 (e) A statement that the agent resigns.

AB650,13,25 (2) The department shall note on one of the duplicates filed under sub. (1) the date of filing and shall mail that duplicate to the limited partnership at the address provided under sub. (1) (c) or (d).

AB650,14,1 (3) A resignation under this section is effective on the earlier of the following:

AB650,14,2 (a) Thirty days after the date on which the statement is filed under sub. (1).

AB650,14,3 (b) The date on which the appointment of a successor agent is effective.

AB650, s. 19 Section 19. 179.11 (1) (intro.) of the statutes is amended to read:

AB650,14,9 179.11 (1) (intro.) To form a limited partnership, a certificate of limited partnership must be executed and filed with the department. The certificate shall be filed together with a fee of $70 and, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall contain all of the following information:

AB650, s. 20 Section 20. 179.12 (1) (intro.) of the statutes is amended to read: