SB333: Bill Text

SB333,23,23 179.86 (1) A foreign limited partnership may cancel its registration by filing with the department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.

SB333, s. 35 Section 35. 179.88 of the statutes, as affected by 2001 Wisconsin Act 16, is amended to read:

SB333,24,11 179.88 Substituted service. Service of process on the department under this subchapter shall be made by serving of duplicate copies of the process on the department, together with the fee established under s. 182.01 (4) (c). The department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization or its principal office, as appearing on the records of the department from information supplied under s. 179.82 (6). The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.

SB333, s. 36 Section 36. 180.0103 (7g) of the statutes is created to read:

SB333,24,14 180.0103 (7g) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

SB333, s. 37 Section 37. 180.0103 (7k) of the statutes is created to read:

SB333,24,18 180.0103 (7k) "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.

SB333, s. 38 Section 38. 180.0103 (16) of the statutes is amended to read:

SB333,24,23 180.0103 (16) "Signed" or "signature" includes any the execution or adoption of a manual, facsimile, conformed, or electronic signature, or any symbol executed or adopted by a party with present intention to authenticate a writing or electronic transmission, with intent to authenticate a writing.

SB333, s. 39 Section 39. 180.0121 (1) (a) 4. of the statutes is created to read:

SB333,25,2 180.0121 (1) (a) 4. An application for a certificate of conversion under s. 180.1161 (5).

SB333, s. 40 Section 40. 180.0122 (1) (intro.) of the statutes is amended to read:

SB333,25,6 180.0122 (1) (intro.) The Except as provided under sub. (5), the department shall collect the following fees when the documents described in this subsection are delivered for filing or, under pars. (e) and (f), the telephone applications are made:

SB333, s. 41 Section 41. 180.0122 (1) (j) of the statutes is amended to read:

SB333,25,9 180.0122 (1) (j) Subject to sub. (3) (c), domestic corporation's or foreign corporation's statement of change of registered agent or registered office or both, $10.

SB333, s. 42 Section 42. 180.0122 (1) (o) of the statutes, as affected by 2001 Wisconsin Act 16, is repealed and recreated to read:

SB333,25,12 180.0122 (1) (o) Articles of merger, $150.

SB333, s. 43 Section 43. 180.0122 (1) (x) of the statutes, as affected by 2001 Wisconsin Act 16, is amended to read:

SB333,25,17 180.0122 (1) (x) Annual report of a domestic corporation that is submitted to the department by authorized electronic means, $25; annual report of a domestic corporation that is submitted to the department on paper, $40.

SB333, s. 44 Section 44. 180.0122 (1) (y) of the statutes, as affected by 2001 Wisconsin Act 16, is amended to read:

SB333,26,2 180.0122 (1) (y) Annual report of a foreign corporation that is submitted to the department by authorized electronic means, $65, and annual report submitted to the department on paper, $80, and in case the annual report shows that the foreign corporation employs in this state capital in excess of the amount of capital on which a fee has previously been paid, computed as provided in s. 180.1503, an additional fee which, with previous payments made on account of capital employed in this state, will amount to $2 for each $1,000 or fraction thereof of the excess.

SB333, s. 45 Section 45. 180.0122 (1) (yr) of the statutes is created to read:

SB333,26,4 180.0122 (1) (yr) A certificate of conversion, $150.

SB333, s. 46 Section 46. 180.0122 (5) of the statutes is created to read:

SB333,26,7 180.0122 (5) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

SB333, s. 47 Section 47. 180.0125 (1) of the statutes is amended to read:

SB333,26,13 180.0125 (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, the 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.

SB333, s. 48 Section 48. 180.0402 (1) of the statutes is amended to read:

SB333,27,2 180.0402 (1) 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. 180.0122 (1) (e) or (f) within 15 business days after the application is made.

SB333, s. 49 Section 49. 180.0501 (2) and (3) of the statutes are amended to read:

SB333,27,7 180.0501 (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.

SB333,27,11 (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.

SB333, s. 50 Section 50. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the statutes is amended to read:

SB333,27,14 Chapter 180

SB333,27,17 Subchapter Xi Merger and, share exchange, And conversion

SB333, s. 51 Section 51. 180.1100 of the statutes is created to read:

SB333,27,19 180.1100 Definitions. In this subchapter:

SB333,27,21 (1) "Business entity" means a domestic business entity and a foreign business entity.

SB333,27,24 (2) "Domestic business entity" means a corporation, 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).

SB333,28,4 (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).

SB333, s. 52 Section 52. 180.1101 (1) of the statutes is amended to read:

SB333,28,13 180.1101 (1) One or more corporations may merge into another corporation with or into one or more other business entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by s. 180.1103, its shareholders also approve the plan of merger, 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 such business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

SB333, s. 53 Section 53. 180.1101 (2) (a) of the statutes is amended to read:

SB333,28,19 180.1101 (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.

SB333, s. 54 Section 54. 180.1101 (2) (c) of the statutes is amended to read:

SB333,28,25 180.1101 (2) (c) The manner and basis of converting the shares of each corporation into 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 corporation business entity or any other corporation business entity or into cash or other property in whole or part.

SB333, s. 55 Section 55. 180.1101 (3) (a) of the statutes is amended to read:

SB333,29,3 180.1101 (3) (a) Amendments to the articles of incorporation or other similar governing document of the surviving corporation business entity.

SB333, s. 56 Section 56. 180.1102 (1) of the statutes is amended to read:

SB333,29,12 180.1102 (1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation business entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by s. 180.1103, its shareholders also approve the plan of share exchange, and if the share exchange is permitted under the applicable law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity.

SB333, s. 57 Section 57. 180.1102 (2) (a) of the statutes is amended to read:

SB333,29,16 180.1102 (2) (a) The name of the corporation, form of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring corporation business entity.

SB333, s. 58 Section 58. 180.1102 (2) (c) of the statutes is amended to read:

SB333,29,21 180.1102 (2) (c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other corporation business or for cash or other property in whole or part.

SB333, s. 59 Section 59. 180.1103 (6) of the statutes is amended to read:

SB333,30,5 180.1103 (6) Merger or share exchange abandoned. After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action on the part of shareholders or other owners, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors or other similar governing body of any other business entity that is a party to the merger.

SB333, s. 60 Section 60. 180.1104 (title) of the statutes is amended to read:

SB333,30,7 180.1104 (title) Merger of subsidiary or parent.

SB333, s. 61 Section 61. 180.1104 (1) of the statutes is amended to read:

SB333,30,14 180.1104 (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.

SB333, s. 62 Section 62. 180.1104 (2) (b) of the statutes is amended to read:

SB333,30,19 180.1104 (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.

SB333, s. 63 Section 63. 180.1104 (3) of the statutes is amended to read:

SB333,30,23 180.1104 (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.

SB333, s. 64 Section 64. 180.1104 (4) of the statutes is amended to read:

SB333,31,4 180.1104 (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.

SB333, s. 65 Section 65. 180.1104 (5) of the statutes is amended to read:

SB333,31,9 180.1104 (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.

SB333, s. 66 Section 66. 180.1105 (1) (intro.) of the statutes is amended to read:

SB333,31,17 180.1105 (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:

SB333, s. 67 Section 67. 180.1105 (1) (b) of the statutes is amended to read:

SB333,31,22 180.1105 (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.

SB333, s. 68 Section 68. 180.1105 (1) (c) of the statutes is created to read:

SB333,32,3 180.1105 (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.

SB333, s. 69 Section 69. 180.1105 (1) (d) of the statutes is created to read:

SB333,32,6 180.1105 (1) (d) Other provisions relating to the merger, as determined by the surviving business entity.

SB333, s. 70 Section 70. 180.1106 (1) (a) of the statutes is amended to read:

SB333,32,11 180.1106 (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.

SB333, s. 71 Section 71. 180.1106 (1) (am) of the statutes is created to read:

SB333,32,17 180.1106 (1) (am) If the merger is with or into a business entity under the laws applicable to which one or more of the owners of the business entity is liable for the debts and obligations of the business entity, the owner or owners are so liable only for the debts and obligations accrued during the period or periods in which such laws are applicable. This paragraph does not affect liability under any taxation laws.

SB333, s. 72 Section 72. 180.1106 (1) (b) of the statutes is amended to read:

SB333,33,2 180.1106 (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.

SB333, s. 73 Section 73. 180.1106 (1) (c) of the statutes is amended to read:

SB333,33,5 180.1106 (1) (c) The surviving corporation business entity has all liabilities of each corporation business entity that is party to the merger.

SB333, s. 74 Section 74. 180.1106 (1) (d) of the statutes is amended to read:

SB333,33,11 180.1106 (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.

SB333, s. 75 Section 75. 180.1106 (1) (e) of the statutes is repealed and recreated to read:

SB333,33,16 180.1106 (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.

SB333, s. 76 Section 76. 180.1106 (1) (f) of the statutes is amended to read: