SB333, s. 184
25Section
184. 183.1203 (1) of the statutes is repealed.
SB333, s. 185
1Section
185. 183.1203 (2) of the statutes is renumbered 183.1203, and
2183.1203 (1), (3) and (4), as renumbered, are amended to read:
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183.1203
(1) The name
of, form of business entity, and identity of the
4jurisdiction governing each
limited liability company business entity that is a party
5to the merger and the name
, form of business entity, and identity of the jurisdiction 6of the surviving
limited liability company business entity with, or into, which each
7other
limited liability company business entity proposes to merge.
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8(3) The manner and basis of converting the interests in each
limited liability
9company business entity that is a party to the merger into
limited liability company 10shares, interests
or, obligations
, or other securities of the surviving
limited liability
11company business entity or any other business entity or into cash or other property
12in whole or in part.
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13(4) Amendments to the articles of organization
or other similar governing
14document of the surviving
limited liability company that will be effected by the
15merger business entity.
SB333, s. 186
16Section
186. 183.1204 (1) of the statutes is repealed and recreated to read:
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183.1204
(1) The surviving business entity shall deliver to the department
18articles of merger that include all of the following:
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(a) The plan of merger.
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(b) The effective date and time of the merger, if the merger is to take effect at
21a time other than the close of business on the date of filing the articles of merger
22under s. 183.0111.
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(c) A statement that the plan was approved by each domestic limited liability
24company that is a party to the merger in accordance with s. 183.1202, and by each
1other business entity that is a party to the merger in the manner required by the laws
2applicable to the business entity.
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(e) Other provisions relating to the merger, as determined by the surviving
4business entity.
SB333, s. 187
5Section
187. 183.1205 of the statutes is repealed and recreated to read:
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6183.1205 Effects of merger. A merger has the following effects:
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7(1) Every other business entity that is a party to the merger merges into the
8surviving business entity, and the separate existence of every business entity, except
9the surviving business entity, ceases.
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10(1m) If the merger is with or into a business entity under the laws applicable
11to which one or more of the owners of the business entity is liable for the debts and
12obligations of the business entity, the owner or owners are so liable only for the debts
13and obligations accrued during the period or periods in which such laws are
14applicable.
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15(2) The title to all property owned by each business entity that is a party to the
16merger is vested in the surviving business entity without reversion or impairment,
17provided that, if a merging business entity has an interest in real estate in Wisconsin
18on the date of the merger, the merging business entity shall transfer that interest to
19the business entity surviving the merger and shall execute any real estate transfer
20return required under s. 77.22. The business entity surviving the merger shall
21promptly record the instrument of conveyance under s. 59.43 in the office of the
22register of deeds for each county in which the real estate is located.
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23(3) The surviving business entity has all liabilities of each business entity that
24is party to the merger.
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1(4) A civil, criminal, administrative, or investigatory proceeding pending by or
2against any business entity that is a party to the merger may be continued as if the
3merger did not occur, or the surviving business entity may be substituted in the
4proceeding for the business entity whose existence ceased.
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5(5) The articles of organization, certificate of limited partnership, or other
6similar governing document, whichever is applicable, of the surviving business
7entity shall be amended to the extent provided in the plan of merger.
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8(6) The shares or other interests of each business entity that is party to the
9merger that are to be converted into shares, interests, obligations, or other securities
10of the surviving business entity or any other business entity or into cash or other
11property are converted, and the former holders of the shares or interests are entitled
12only to the rights provided in the articles of merger or to their rights under the laws
13applicable to each business entity that is a party to the merger.
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14(7) If the surviving business entity is a foreign business entity, the department
15is the agent of the surviving foreign business entity for service of process in a
16proceeding to enforce any obligation of any business entity that is a party to the
17merger or the rights of the dissenting members or other owners of each business
18entity that is a party to the merger.
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19(8) When a merger takes effect, any surviving foreign business entity of the
20merger shall promptly pay to the dissenting shareholders of each domestic
21corporation or dissenting owners of each other domestic business entity that is a
22party to the merger the amount, if any, to which they are entitled under ss. 180.1301
23to 180.1331 or under any law applicable to the other domestic business entity.
SB333, s. 188
24Section
188. 183.1206 of the statutes is amended to read:
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1183.1206 Right to object. Unless otherwise provided in an operating
2agreement, upon receipt of the notice required by s. 183.1202 (5), a member
of a
3limited liability company who did not vote in favor of the merger may, within 20 days
4after the date of the notice, voluntarily dissociate from the limited liability company
5under s. 183.0802 (3) and receive fair value for the member's limited liability
6company interest under s. 183.0604.
The rights afforded to shareholders, partners,
7or other owners of other business entities shall be as required or provided by the laws
8applicable to the other business entities.
SB333, s. 189
9Section
189. 183.1207 of the statutes is created to read:
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10183.1207 Conversion. (1) (a) A domestic limited liability company may
11convert to another form of business entity if it satisfies the requirements under this
12section and if the conversion is permitted under the applicable law of the jurisdiction
13that governs the organization of the business entity into which the domestic limited
14liability company is converting.
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(b) In addition to satisfying any applicable legal requirements of the
16jurisdiction that governs the organization of the business entity into which the
17domestic limited liability company is converting and that relate to the submission
18and approval of a plan of conversion, the domestic limited liability company shall
19comply with the procedures that govern a plan of merger under s. 183.1202 for the
20submission and approval of a plan of conversion.
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21(2) (a) A business entity other than a domestic limited liability company may
22convert to a domestic limited liability company if it satisfies the requirements under
23this section and if the conversion is permitted under the applicable law of the
24jurisdiction that governs the business entity.
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1(b) A business entity converting into a domestic limited liability company shall
2comply with the procedures that govern the submission and approval of a plan of
3conversion of the jurisdiction that governs the business entity.
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4(3) A plan of conversion shall set forth all of the following:
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(a) The name, form of business entity, and the identity of the jurisdiction
6governing the business entity that is to be converted.
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(b) The name, form of business entity, and the identity of the jurisdiction that
8will govern the business entity after conversion.
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(c) The terms and conditions of the conversion.
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(d) The manner and basis of converting the shares or other ownership interests
11of the business entity that is to be converted into the shares or other ownership
12interests of the new form of business entity.
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(e) The effective date and time of the conversion, if the conversion is to be
14effective other than at the close of business on the date of filing the certificate of
15conversion, as provided under s. 183.0111.
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(f) A copy of the articles of incorporation, article of organization, certificate of
17limited partnership or other governing document of the business entity after
18conversion.
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(g) Other provisions relating to the conversion, as determined by the business
20entity.
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21(4) When a conversion is effective, all of the following shall occur:
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(a) 1. Except with respect to taxation laws of each jurisdiction that are
23applicable upon the conversion of the business entity, the business entity that was
24converted is no longer subject to the applicable law of the jurisdiction that governed
1the organization of the prior form of business entity and is subject to the applicable
2law of the jurisdiction that governs the new form of business entity.
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2. If the conversion is from or to a business entity under the laws applicable to
4which one or more of the owners thereof is liable for the debts and obligations of such
5business entity, such owner or owners shall be so liable only for debts and obligations
6accrued during the period or periods in which such laws are applicable. This
7subdivision does not affect liability under any taxation laws.
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(b) The business entity continues to have all liabilities of the business entity
9that was converted.
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(c) The business entity continues to be vested with title to all property owned
11by the business entity that was converted without reversion or impairment, provided
12that, if the converting business entity has an interest in real estate in Wisconsin on
13the date of the conversion, the converting business entity shall transfer that interest
14to the business entity surviving the conversion and shall execute any real estate
15transfer return required under s. 77.22. The business entity surviving the
16conversion shall promptly record the instrument of conveyance under s. 59.43 in the
17office of the register of deeds for each county in which the real estate is located.
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(d) The articles of incorporation, articles of organization, certificate of limited
19partnership, or other similar governing document, whichever is applicable, of the
20business entity are as provided in the plan of conversion.
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(e) All other provisions of the plan of conversion apply.
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22(5) After a plan of conversion is submitted and approved, the business entity
23that is to be converted shall deliver to the department for filing a certificate of
24conversion that includes all of the following:
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(a) The plan of conversion.
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1(b) A statement that the plan of conversion was approved in accordance with
2the applicable law of the jurisdiction that governs the organization of the business
3entity.
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(c) The registered agent and registered office, record agent and record office,
5or other similar agent and office of the business entity before and after conversion.
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6(6) Any civil, criminal, administrative, or investigatory proceeding that is
7pending by or against a business entity that is converted may be continued by or
8against the business entity after the effective date of conversion.
SB333, s. 190
9Section
190. 184.10 (4) of the statutes is amended to read:
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184.10
(4) The department of financial institutions shall collect a fee of $15 for
11filing a statement appointing an agent to receive service of process, an amended and
12restated statement
, or a resignation
, except that the department of financial
13institutions, by rule, may specify a larger fee for documents filed in paper format.
SB333, s. 191
14Section
191. 185.48 (4) of the statutes is amended to read:
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185.48
(4) Any report not filed as required by sub. (3) may be filed only upon
16payment to the department of $26
or, if the report is filed in paper format, upon
17payment of such larger fee as the department prescribes by rule.
SB333, s. 192
18Section
192. 185.48 (6) of the statutes is amended to read:
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185.48
(6) The Except as otherwise provided in this subsection, the cooperative
20may be restored to good standing by delivering to the department a current annual
21report and by paying the $26 late filing fee plus $15 for each calendar year or part
22thereof during which it was not in good standing, not exceeding a total of $176.
The
23department, by rule, may specify a larger fee for the filing of an annual report in
24paper format.
SB333, s. 193
25Section
193. 185.83 (1) (intro.) of the statutes is amended to read:
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1185.83
(1) (intro.)
The Except as provided under sub. (1m), the department
2shall charge and collect for:
SB333, s. 194
3Section
194. 185.83 (1) (b) of the statutes is renumbered 185.83 (1) (b) (intro.)
4and amended to read:
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185.83
(1) (b) (intro.) Filing an amendment to or restatement of the articles or
6articles of
merger, consolidation or division, $10,
plus $1.25 for each $1,000 of
7authorized stock not authorized at the time of the amendment, restatement,
8consolidation, or division, except that no fee may be collected for
an any of the
9following:
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101. An amendment showing only a change of address resulting from the action
11of a governmental agency if there is no corresponding change in physical location and
12if 2 copies of the notice of the action are submitted to the department
; and an
13additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time
14of amendment, restatement, merger,
consolidation or division.
SB333, s. 195
15Section
195. 185.83 (1) (b) 2. of the statutes is created to read:
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185.83
(1) (b) 2. An amendment filed to reflect only a change in the name of a
17registered agent.
SB333, s. 196
18Section
196. 185.83 (1) (bm) of the statutes is created to read:
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185.83
(1) (bm) Filing articles of merger, $30.
SB333, s. 197
20Section
197. 185.83 (1m) of the statutes is created to read:
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185.83
(1m) The department, by rule, may specify a larger fee for filing
22documents described in sub. (1) in paper format.
SB333, s. 198
23Section
198. 551.02 (1) of the statutes is renumbered 551.02 (1r).
SB333, s. 199
24Section
199. 551.02 (1g) of the statutes is created to read:
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551.02
(1g) "Accredited investor" has the meaning given in
17 CFR 230.501 (a).
SB333, s. 200
1Section
200. 551.23 (8) (g) of the statutes is amended to read:
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551.23
(8) (g) An
individual accredited investor
, as defined by rule of the
3division, if the issuer reasonably believes immediately before the sale that the
4individual accredited investor, either alone or with the individual accredited
5investor's representative, has such knowledge and experience in financial and
6business matters as to be capable of evaluating the merits and risks of the
7prospective investment.
SB333, s. 201
8Section
201. 551.23 (10) of the statutes is amended to read:
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551.23
(10) Any offer or sale of its securities by an issuer having its principal
10office in this state, if the aggregate number of persons holding directly or indirectly
11all of the issuer's securities, after the securities to be issued are sold, does not exceed
1215 25, exclusive of persons under sub. (8), if no commission or other remuneration
13is paid or given directly or indirectly for soliciting any person in this state, except to
14broker-dealers and agents licensed in this state, and if no advertising is published
15unless it has been permitted by the division.
SB333, s. 202
16Section
202. 551.23 (11) (a) of the statutes is amended to read:
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551.23
(11) (a) Any transaction pursuant to an offer directed by the offeror to
18not more than
10 25 persons in this state, excluding persons exempt under sub. (8)
19but including persons exempt under sub. (10), during any period of 12 consecutive
20months, whether or not the offeror or any of the offerees is then present in this state,
21if the offeror reasonably believes that all the persons in this state are purchasing for
22investment, and no commission or other remuneration is paid or given directly or
23indirectly for soliciting any person in this state other than those exempt by sub. (8).
SB333, s. 203
24Section
203. 551.31 (1) (d) of the statutes is created to read:
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1551.31
(1) (d) An agent who is acting exclusively as an agent representing an
2issuer of securities and who makes offers and sales of the issuer's securities in
3transactions that are exempt under s. 551.23 (8) (g) or under a rule of the division
4promulgated under s. 551.23 (18) that specifically exempts transactions involving
5accredited investors and that is based on a model accredited investor exemption
6adopted by the North American Securities Administrators Association.
SB333, s. 204
7Section
204. 611.72 (2) of the statutes is amended to read:
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611.72
(2) Approval required. No proposed plan of merger under s. 180.1101
, 9or 180.1104
or 180.1107 or other plan for acquisition of control may be submitted to
10the shareholders of any domestic stock insurance corporation or its parent insurance
11holding corporation participating in the transaction or executed unless it has been
12approved by the commissioner.
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(1) In the schedule under section 20.005 (3) of the statutes for the appropriation
15to the department of financial institutions under section 20.144 (1) (g) of the statutes,
16as affected by the acts of 2001, the dollar amount is increased by $821,600 for fiscal
17year 2002-03 to carry out the purpose for which the appropriation is made.
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(1) This act takes effect on the first day of the 6th month beginning after
20publication.