SB333,25,64
180.0122
(1) (intro.)
The Except as provided under sub. (5), the department
5shall collect the following fees when the documents described in this subsection are
6delivered for filing or, under pars. (e) and (f), the telephone applications are made:
SB333, s. 41
7Section
41. 180.0122 (1) (j) of the statutes is amended to read:
SB333,25,98
180.0122
(1) (j) Subject to sub. (3) (c), domestic corporation's or foreign
9corporation's statement of change of
registered agent or registered office
or both, $10.
SB333,25,1212
180.0122
(1) (o) Articles of merger, $150.
SB333,25,1715
180.0122
(1) (x) Annual report of a domestic corporation
that is submitted to
16the department by authorized electronic means, $25
; annual report of a domestic
17corporation that is submitted to the department on paper, $40.
SB333,26,220
180.0122
(1) (y) Annual report of a foreign corporation
that is submitted to the
21department by authorized electronic means, $65
, and annual report submitted to the
22department on paper, $80, and in case the annual report shows that the foreign
23corporation employs in this state capital in excess of the amount of capital on which
24a fee has previously been paid, computed as provided in s. 180.1503, an additional
1fee which, with previous payments made on account of capital employed in this state,
2will amount to $2 for each $1,000 or fraction thereof of the excess.
SB333, s. 45
3Section
45. 180.0122 (1) (yr) of the statutes is created to read:
SB333,26,44
180.0122
(1) (yr) A certificate of conversion, $150.
SB333, s. 46
5Section
46. 180.0122 (5) of the statutes is created to read:
SB333,26,76
180.0122
(5) The department, by rule, may specify a larger fee for filing
7documents described in sub. (1) in paper format.
SB333, s. 47
8Section
47. 180.0125 (1) of the statutes is amended to read:
SB333,26,139
180.0125
(1) Upon receipt of a document by the department for filing, the
10department shall stamp or otherwise endorse the date
and time of receipt on the
11original, the document copy and, upon request, any additional document copy
12received. The department shall return any additional document copy to the person
13delivering it, as confirmation of the date
and time of receipt.
SB333, s. 48
14Section
48. 180.0402 (1) of the statutes is amended to read:
SB333,27,215
180.0402
(1) A person may reserve the exclusive use of a corporate name,
16including a fictitious name for a foreign corporation whose corporate name is not
17available, by delivering an application to the department for filing or by making a
18telephone application. The application shall include the name and address of the
19applicant and the name proposed to be reserved. If the department finds that the
20corporate name applied for under this subsection is available, the department shall
21reserve the name for the applicant's exclusive use for a 120-day period, which may
22be renewed by the applicant or a transferee under sub. (2) from time to time.
If an
23application to reserve a name or to renew a reserved name is made by telephone, the
24department shall cancel the reservation or renewal if the department does not
1receive the fee required under s. 180.0122 (1) (e) or (f) within 15 business days after
2the application is made.
SB333, s. 49
3Section
49. 180.0501 (2) and (3) of the statutes are amended to read:
SB333,27,74
180.0501
(2) A domestic corporation, a nonstock corporation
, a limited
5partnership, a registered limited liability partnership, or a limited liability company
6incorporated
, registered, or organized in this state, whose business office is identical
7with the registered office.
SB333,27,11
8(3) A foreign corporation, nonstock corporation
, limited partnership,
9registered limited liability partnership, or limited liability company authorized to
10transact business in this state whose business office is identical with the registered
11office.
SB333, s. 50
12Section
50. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the
13statutes is amended to read:
SB333,27,1414
Chapter 180
SB333,27,1715
Subchapter Xi
16
Merger
and, share
17
exchange
, And conversion
SB333, s. 51
18Section
51. 180.1100 of the statutes is created to read:
SB333,27,19
19180.1100 Definitions. In this subchapter:
SB333,27,21
20(1) "Business entity" means a domestic business entity and a foreign business
21entity.
SB333,27,24
22(2) "Domestic business entity" means a corporation, a limited liability
23company, as defined in s. 183.0102 (10), a limited partnership, as defined in s. 179.01
24(7), or a corporation, as defined in s. 181.0103 (5).
SB333,28,4
1(3) "Foreign business entity" means a foreign limited liability company, as
2defined in s. 183.0102 (8), a foreign limited partnership, as defined in s. 179.01 (4),
3a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as
4defined in s. 181.0103 (13).
SB333, s. 52
5Section
52. 180.1101 (1) of the statutes is amended to read:
SB333,28,136
180.1101
(1) One or more corporations may merge
into another corporation 7with or into one or more other business entities if the board of directors of each
8corporation, by resolution adopted by each board, approves a plan of merger and, if
9required by s. 180.1103, its shareholders also approve the plan of merger
, and if the
10merger is permitted under the applicable law of the jurisdiction that governs each
11other business entity that is a party to the merger and each such business entity
12approves the plan of merger in the manner required by the laws applicable to the
13business entity.
SB333, s. 53
14Section
53. 180.1101 (2) (a) of the statutes is amended to read:
SB333,28,1915
180.1101
(2) (a) The name
of each corporation, form of business entity, and
16identity of the jurisdiction governing each business entity planning to merge and the
17name
, form of business entity, and identity of the jurisdiction of the surviving
18corporation business entity into which each other
corporation business entity plans
19to merge.
SB333, s. 54
20Section
54. 180.1101 (2) (c) of the statutes is amended to read:
SB333,28,2521
180.1101
(2) (c) The manner and basis of converting the
shares of each
22corporation into shares
or other interests in each business entity that is a party to
23the merger into shares, interests, obligations
, or other securities of the surviving
24corporation business entity or any other
corporation business entity or into cash or
25other property in whole or part.
SB333, s. 55
1Section
55. 180.1101 (3) (a) of the statutes is amended to read:
SB333,29,32
180.1101
(3) (a) Amendments to the articles of incorporation
or other similar
3governing document of the surviving
corporation
business entity.
SB333, s. 56
4Section
56. 180.1102 (1) of the statutes is amended to read:
SB333,29,125
180.1102
(1) A corporation may acquire all of the outstanding shares of one or
6more classes or series of another
corporation business entity if the board of directors
7of each corporation, by resolution adopted by each board, approves a plan of share
8exchange and, if required by s. 180.1103, its shareholders also approve the plan of
9share exchange
, and if the share exchange is permitted under the applicable law of
10the jurisdiction that governs the other business entity and the other business entity
11approves the plan of share exchange in the manner required by the laws of the
12jurisdiction that governs the other business entity.
SB333, s. 57
13Section
57. 180.1102 (2) (a) of the statutes is amended to read:
SB333,29,1614
180.1102
(2) (a) The name
of the corporation, form of business entity, and
15identity of the jurisdiction governing the business entity whose shares will be
16acquired and the name of the acquiring
corporation
business entity.
SB333, s. 58
17Section
58. 180.1102 (2) (c) of the statutes is amended to read:
SB333,29,2118
180.1102
(2) (c) The manner and basis of exchanging the shares
or other
19ownership interests to be acquired for shares, obligations or other securities of the
20acquiring or any other
corporation business or for cash or other property in whole or
21part.
SB333, s. 59
22Section
59. 180.1103 (6) of the statutes is amended to read:
SB333,30,523
180.1103
(6) Merger or share exchange abandoned. After a merger or share
24exchange is authorized, and at any time before articles of merger or share exchange
25are filed, the planned merger or share exchange may be abandoned, subject to any
1contractual rights, without further
shareholder action
on the part of shareholders or
2other owners, in accordance with the procedure set forth in the plan of merger or
3share exchange or, if none is set forth, in the manner determined by the board of
4directors
or other similar governing body of any other business entity that is a party
5to the merger.
SB333, s. 60
6Section
60. 180.1104 (title) of the statutes is amended to read:
SB333,30,7
7180.1104 (title)
Merger of subsidiary
or parent.
SB333, s. 61
8Section
61. 180.1104 (1) of the statutes is amended to read:
SB333,30,149
180.1104
(1) A parent corporation owning at least 90% of the outstanding
10shares of each class of a subsidiary corporation
or at least 90% of the outstanding
11interests of each class of any other subsidiary business entity may merge the
12subsidiary into
itself the parent or the parent into the subsidiary without approval
13of the shareholders of the parent or
the shareholders or other owners of the 14subsidiary.
SB333, s. 62
15Section
62. 180.1104 (2) (b) of the statutes is amended to read:
SB333,30,1916
180.1104
(2) (b) The manner and basis of converting the shares
or other
17interests of the subsidiary
or parent into shares,
interests, obligations
, or other
18securities of the
parent surviving business entity or any other
corporation business
19entity or into cash or other property in whole or part.
SB333, s. 63
20Section
63. 180.1104 (3) of the statutes is amended to read:
SB333,30,2321
180.1104
(3) The parent shall mail a copy or summary of the plan of merger to
22each shareholder
or other owner of the
subsidiary merging business entity who does
23not waive the mailing requirement in writing.
SB333, s. 64
24Section
64. 180.1104 (4) of the statutes is amended to read:
SB333,31,4
1180.1104
(4) The parent may not deliver articles of merger to the department
2for filing until at least
30 10 days after the date on which it mailed a copy of the plan
3of merger to each shareholder
or other owner of the
subsidiary merging business
4entity who did not waive the mailing requirement.
SB333, s. 65
5Section
65. 180.1104 (5) of the statutes is amended to read:
SB333,31,96
180.1104
(5) Articles of merger under this section may not contain
7amendments to the articles of incorporation of the
parent corporation surviving
8business entity, except for amendments enumerated in s. 180.1002
or otherwise not
9requiring the approval of the shareholders or other owners of the entity.
SB333, s. 66
10Section
66. 180.1105 (1) (intro.) of the statutes is amended to read:
SB333,31,1711
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
12or share exchange is approved by the shareholders
of the corporation, or adopted by
13the board of directors if shareholder approval is not required,
and by each other
14business entity that is a party to the merger in the manner required by the laws
15applicable to the business entity, the surviving or acquiring
corporation business
16entity shall deliver to the department for filing articles of merger or share exchange
17setting forth all of the following:
SB333, s. 67
18Section
67. 180.1105 (1) (b) of the statutes is amended to read:
SB333,31,2219
180.1105
(1) (b) A statement that the plan was approved
by each domestic
20corporation that is a party to the merger in accordance with s. 180.1103 or 180.1104,
21whichever is applicable
, and by each other business entity that is a party to the
22merger in the manner required by the laws applicable to the business entity.
SB333, s. 68
23Section
68. 180.1105 (1) (c) of the statutes is created to read:
SB333,32,3
1180.1105
(1) (c) The effective date and time of the merger or share exchange,
2if the merger or share exchange is to take effect at a time other than the close of
3business on the date of filing the articles of merger, as provided under s. 180.0123.
SB333, s. 69
4Section
69. 180.1105 (1) (d) of the statutes is created to read:
SB333,32,65
180.1105
(1) (d) Other provisions relating to the merger, as determined by the
6surviving business entity.
SB333, s. 70
7Section
70. 180.1106 (1) (a) of the statutes is amended to read:
SB333,32,118
180.1106
(1) (a) Every other
corporation business entity that is party to the
9merger merges into the surviving
corporation business entity, and the separate
10existence of every
corporation business entity that is a party to the merger
, except
11the surviving
corporation business entity, ceases.
SB333, s. 71
12Section
71. 180.1106 (1) (am) of the statutes is created to read:
SB333,32,1713
180.1106
(1) (am) If the merger is with or into a business entity under the laws
14applicable to which one or more of the owners of the business entity is liable for the
15debts and obligations of the business entity, the owner or owners are so liable only
16for the debts and obligations accrued during the period or periods in which such laws
17are applicable. This paragraph does not affect liability under any taxation laws.
SB333, s. 72
18Section
72. 180.1106 (1) (b) of the statutes is amended to read:
SB333,33,219
180.1106
(1) (b) The title to all property owned by each
corporation business
20entity that is party to the merger is vested in the surviving
corporation business
21entity without reversion or impairment, provided that, if a merging business entity
22has an interest in real estate in Wisconsin on the date of the merger, the merging
23business entity shall transfer that interest to the business entity surviving the
24merger and shall execute any real estate transfer return required under s. 77.22.
25The business entity surviving the merger shall promptly record the instrument of
1conveyance under s. 59.43 in the office of the register of deeds for each county in
2which the real estate is located.
SB333, s. 73
3Section
73. 180.1106 (1) (c) of the statutes is amended to read:
SB333,33,54
180.1106
(1) (c) The surviving
corporation business entity has all liabilities of
5each
corporation business entity that is party to the merger.
SB333, s. 74
6Section
74. 180.1106 (1) (d) of the statutes is amended to read:
SB333,33,117
180.1106
(1) (d) A civil, criminal, administrative
, or investigatory proceeding
8pending
by or against any
corporation
business entity that is
a party to the merger
9may be continued as if the merger did not occur
, or the surviving
corporation business
10entity may be substituted in the proceeding for the
corporation business entity whose
11existence ceased.
SB333, s. 75
12Section
75. 180.1106 (1) (e) of the statutes is repealed and recreated to read:
SB333,33,1613
180.1106
(1) (e) The articles of incorporation, articles of organization,
14certificate of limited partnership, or other similar governing document, whichever
15is applicable, of the surviving business entity shall be amended to the extent
16provided in the plan of merger.
SB333, s. 76
17Section
76. 180.1106 (1) (f) of the statutes is amended to read:
SB333,33,2418
180.1106
(1) (f) The shares
or other interests of each
corporation business
19entity that is party to the merger that are to be converted into shares,
interests, 20obligations
, or other securities of the surviving
corporation business entity or any
21other
corporation business entity or into cash or other property are converted, and
22the former holders of the shares
or interests are entitled only to the rights provided
23in the articles of merger or to their rights under ss. 180.1301 to 180.1331
or otherwise
24under the laws applicable to each business entity that is party to the merger.
SB333, s. 77
25Section
77. 180.1106 (3) of the statutes is created to read:
SB333,34,6
1180.1106
(3) (a) When a merger or share exchange under this section takes
2effect, the department is the agent of any surviving foreign business entity of a
3merger or any acquiring foreign business entity in a share exchange, for service of
4process in a proceeding to enforce any obligation or the rights of dissenting
5shareholders or other owners of each domestic business entity that is a party to the
6merger or share exchange.
SB333,34,137
(b) When a merger or share exchange under this section takes effect, any
8surviving foreign business entity of a merger or any acquiring foreign business entity
9in a share exchange shall promptly pay to the dissenting shareholders of each
10domestic corporation or dissenting owners of each other domestic business entity
11that is a party to the merger or share exchange the amount, if any, to which they are
12entitled under ss. 180.1301 to 180.1331 or under any law applicable to such other
13domestic business entity.
SB333, s. 78
14Section
78. 180.1107 of the statutes is repealed.
SB333, s. 79
15Section
79. 180.1150 (3) (e) of the statutes is amended to read:
SB333,34,1816
180.1150
(3) (e) Shares acquired under s. 180.1101, 180.1102,
or 180.1104
or
17180.1107 if the resident domestic corporation is a party to the merger or share
18exchange.
SB333, s. 80
19Section
80. 180.1161 of the statutes is created to read:
SB333,34,23
20180.1161 Conversion. (1) (a) A domestic corporation may convert to another
21form of business entity if it satisfies the requirements under this section and if the
22conversion is permitted under the applicable law of the jurisdiction that governs the
23organization of the business entity into which the domestic corporation is converting.
SB333,35,424
(b) In addition to satisfying any applicable legal requirements of the
25jurisdiction that governs the organization of the business entity into which the
1domestic corporation is converting and that relate to the submission and approval
2of a plan of conversion, the domestic corporation shall comply with the procedures
3that govern a plan of merger under s. 180.1103 for the submission and approval of
4a plan of conversion.
SB333,35,8
5(2) (a) A business entity other than a domestic corporation may convert to a
6domestic corporation if it satisfies the requirements under this section and if the
7conversion is permitted under the applicable law of the jurisdiction that governs the
8business entity.
SB333,35,119
(b) A business entity converting into a domestic corporation shall comply with
10the procedures that govern the submission and approval of a plan of conversion of
11the jurisdiction that governs the business entity.