Amendment SSA1-SB619

SB619-SSA1, s. 7 Section 7. 179.77 (5r) of the statutes is created to read:

SB619-SSA1,8,24 179.77 (5r) If the department prescribes a form for the articles of merger under sub. (5), the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 8 Section 8. 179.77 (6) (c) of the statutes is amended to read:

SB619-SSA1,9,8 179.77 (6) (c) The title to all property owned by each business entity that is a party to the merger is vested in the surviving 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.

SB619-SSA1, s. 9 Section 9. 180.0121 (1) (a) 4. of the statutes is amended to read:

SB619-SSA1,9,14 180.0121 (1) (a) 4. An application for a certificate of conversion under s. 180.1161 (5). The form prescribed under this subdivision shall indicate that if the business entity that is to be converted has a fee simple ownership interest in Wisconsin real estate, the entity is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 10 Section 10. 180.0121 (2) of the statutes is amended to read:

SB619-SSA1,9,22 180.0121 (2) The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory. If the department prescribes a form for articles of merger under s. 180.1105, the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under s. 73.14.

SB619-SSA1, s. 11 Section 11. 180.0502 (3) of the statutes is amended to read:

SB619-SSA1,9,25 180.0502 (3) If the name of a registered agent changes or if the street address of his or her a registered agent's business office, he or she changes, the registered agent may change the name of the registered agent or street address of the registered office of any corporation for which he or, she, or it is the registered agent by notifying. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and by signing, either manually or in facsimile, and delivering deliver to the department for filing a signed statement that complies with sub. (2) and recites that the corporation has been notified of the change.

SB619-SSA1, s. 12 Section 12. 180.0602 (3) of the statutes is renumbered 180.0602 (3) (a) and amended to read:

SB619-SSA1,10,20 180.0602 (3) (a) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any the distinguishing designation of the class or series and the preferences, limitations, or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The corporation shall file and filing with the department revised articles of amendment that comply with sub. (2). A Except as provided in par. (b), a distinguishing designation, preference, limitation, or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the distinguishing designation, preference, limitation, or relative right, except by amendment of the articles of incorporation under s. 180.1003.

SB619-SSA1, s. 13 Section 13. 180.0602 (3) (b) of the statutes is created to read:

SB619-SSA1,11,4 180.0602 (3) (b) 1. Except as otherwise provided in this subdivision, after the articles of amendment are filed under sub. (2), the board of directors may decrease the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The shares specified in the resolution shall resume the status applicable to them immediately before their inclusion in the class or series. The board of directors may not decrease the number of shares under this subdivision below the number of such shares that are outstanding.

SB619-SSA1,11,16 2. After the articles of amendment are filed under sub. (2), if no shares of the class or series that is the subject of the articles of amendment are outstanding, the board of directors may eliminate from the articles of incorporation all matters set forth in the articles of amendment with respect to that class or series by adopting another resolution for that purpose. The board of directors shall prepare a certificate setting forth the content of any resolution under this subdivision, stating that none of the authorized shares of the class or series are outstanding, and stating that no such shares will be issued under the articles of amendment and shall deliver the signed certificate to the department for filing. A resolution under this subdivision takes effect upon filing of the certificate by the department and has the effect of eliminating from the articles of incorporation all matters set forth in the articles of amendment with respect to the applicable class or series.

SB619-SSA1,11,23 3. Except as otherwise provided in this subdivision, after the articles of amendment are filed under sub. (2), the board of directors may increase the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The board of directors may not increase the number of shares under this subdivision to be greater than the total number of authorized shares of the class or series as specified in the articles of incorporation.

SB619-SSA1, s. 14 Section 14. 180.0706 (title) of the statutes is amended to read:

SB619-SSA1,11,25 180.0706 (title) Waiver of and exemption from notice.

SB619-SSA1, s. 15 Section 15. 180.0706 (3) of the statutes is created to read:

SB619-SSA1,12,4 180.0706 (3) (a) Except as provided in par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:

SB619-SSA1,12,8 1. Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.

SB619-SSA1,12,12 2. All, but not less than 2, payments of dividends on securities during a one-year period, or 2 consecutive payments of dividends on securities during a period of more than one year, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.

SB619-SSA1,12,16 (b) If a shareholder to whom par. (a) applies delivers to the corporation a written notice containing the shareholder's current address, then, beginning 30 days after receipt of the notice by the corporation, the requirement that notice be given to the shareholder is reinstated, until such time as par. (a) may again apply.

SB619-SSA1, s. 16 Section 16. 180.0708 of the statutes is created to read:

SB619-SSA1,12,19 180.0708 Conduct of meeting. Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows:

SB619-SSA1,12,21 (1) A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors.

SB619-SSA1,12,24 (2) The chairperson shall determine the order of business and the time of adjournment and may establish rules for the conduct of the meeting which the chairperson believes are fair to the interests of all shareholders.

SB619-SSA1,13,5 (3) The chairperson shall determine and announce at the meeting the time at which the polls will close for each matter voted upon at the meeting. The polls close at the announced time, except that, if no such announcement is made, the polls close upon final adjournment of the meeting. After the polls close, no ballots, proxies, or votes or revocations or changes to ballots, proxies, or votes may be accepted.

SB619-SSA1, s. 17 Section 17. 180.0824 (3) of the statutes is amended to read:

SB619-SSA1,13,11 180.0824 (3) Except as provided in ss. 180.0825 (2) and (3), 180.0831 (4) and 180.0855 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 180.0825, unless the articles of incorporation or bylaws require the vote of a greater number of directors.

SB619-SSA1, s. 18 Section 18. 180.0825 (1) of the statutes is amended to read:

SB619-SSA1,13,18 180.0825 (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have 2 or more members at least one member. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.

SB619-SSA1, s. 19 Section 19. 180.0825 (2) (intro.) and (b) of the statutes are consolidated, renumbered 180.0825 (2) and amended to read:

SB619-SSA1,13,24 180.0825 (2) Except as provided in sub. (3), the creation of a committee, appointment of members to it, and designation of alternate members, if any, shall be approved by the greater of the following: (b) The number of directors required by the articles of incorporation or bylaws to take action under s. 180.0824 (3).

SB619-SSA1, s. 20 Section 20. 180.0825 (2) (a) of the statutes is repealed.

SB619-SSA1, s. 21 Section 21. 180.0825 (5) (a) to (h) of the statutes are repealed.

SB619-SSA1, s. 22 Section 22. 180.0825 (5) (am) and (bm) of the statutes are created to read:

SB619-SSA1,14,5 180.0825 (5) (am) Approve or recommend to shareholders for approval any action or matter expressly required by this chapter to be submitted to shareholders for approval.

SB619-SSA1,14,6 (bm) Adopt, amend, or repeal any bylaw of the corporation.

SB619-SSA1, s. 23 Section 23. 180.1103 (1) of the statutes is amended to read:

SB619-SSA1,14,12 180.1103 (1) Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2), or share exchange for approval by its shareholders.

SB619-SSA1, s. 24 Section 24. 180.1104 (1) of the statutes is amended to read:

SB619-SSA1,14,20 180.1104 (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 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 and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without approval of the shareholders of the parent.

SB619-SSA1, s. 25 Section 25. 180.11045 of the statutes is created to read:

SB619-SSA1,14,23 180.11045 Merger of indirect wholly owned subsidiary or parent. (1) Definitions. In this section:

SB619-SSA1,15,2 (a) "Holding company" means a corporation that issues shares under sub. (2) (b) and that, during the period beginning with its incorporation and ending with the effective time of a merger under this section, was at all times a wholly owned subsidiary of the parent corporation that is party to the merger.

SB619-SSA1,15,3 (b) "Indirect wholly owned subsidiary" means any of the following:

SB619-SSA1,15,6 1. A corporation, all of the outstanding shares of each class of which are, prior to the effective time of a merger under this section, owned by a parent corporation indirectly through one or more business entities.

SB619-SSA1,15,10 2. A limited liability company organized under ch. 183, all of the outstanding interests of each class of which are, prior to the effective time of a merger under this section, owned by a parent corporation indirectly through one or more business entities.

SB619-SSA1,15,14 (c) "Organizational documents" means, when used in reference to a corporation, the corporation's articles of incorporation and bylaws and, when used in reference to a limited liability company, the limited liability company's operating agreement.

SB619-SSA1,15,17 (d) "Parent corporation" means a corporation owning, prior to the effective time of a merger under this section, all of the outstanding shares of each class of another corporation or all of the outstanding interests of each class of another business entity.

SB619-SSA1,15,19 (e) "Surviving entity" means the limited liability company or corporation, other than the holding company, surviving a merger under sub. (2).

SB619-SSA1,15,20 (f) "Wholly owned subsidiary" means any of the following:

SB619-SSA1,15,22 1. A corporation, all of the outstanding shares of each class of which are owned by a corporation indirectly through one or more business entities or directly.

SB619-SSA1,15,25 2. A limited liability company organized under ch. 183, all of the outstanding interests of each class of which are owned by a corporation indirectly through one or more business entities or directly.

SB619-SSA1,16,7 (2) Merger authorized. Unless the articles of incorporation of the parent corporation specifically provide otherwise, or the parent corporation is a statutory close corporation under ss. 180.1801 to 180.1837, a parent corporation may merge with or into one of its indirect wholly owned subsidiaries pursuant to s. 180.1101 without approval of the shareholders of the parent corporation or the shareholders or members of the indirect wholly owned subsidiary if all of the following conditions are satisfied:

SB619-SSA1,16,9 (a) The parent corporation and the indirect wholly owned subsidiary are the only parties to the merger.

SB619-SSA1,16,16 (b) Each share or other interest of the parent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal interest of a corporation that was a wholly owned subsidiary of the parent corporation immediately prior to the effective time of the merger having the same designation, preferences, limitations, and relative rights as the share or other interest of the parent corporation outstanding immediately prior to the effective time of the merger.

SB619-SSA1,17,6 (c) Except as otherwise provided in this paragraph, immediately following the effective time of the merger, the organizational documents of the holding company issuing shares in the merger pursuant to sub. (2) (b) contain provisions identical to the organizational documents of the parent corporation immediately prior to the effective time of the merger. This requirement does not apply to provisions regarding the incorporator or incorporators, the corporate name, the registered office and agent, and provisions that are subject to amendment under s. 180.1002. To the extent that the 2nd sentence of s. 180.0852 applied to the parent corporation immediately prior to the effective time of the merger, the organizational documents of the holding company immediately following the effective time of the merger shall contain provisions implementing that sentence. If s. 180.1706 (2) and (3) applies to the parent corporation, pursuant to s. 180.1706 (1), immediately prior to the effective time of the merger, the articles of incorporation of the holding company immediately following the effective time of the merger shall contain provisions implementing s. 180.1706 (2) and (3).

SB619-SSA1,17,8 (d) Immediately following the effective time of the merger, the surviving entity is a wholly owned subsidiary of the holding company.

SB619-SSA1,17,11 (e) The directors of the parent corporation immediately prior to the effective time of the merger are the directors of the holding company immediately following the effective time of the merger.

SB619-SSA1,18,14 (f) Except as otherwise provided in this paragraph, the organizational documents of the surviving entity immediately following the effective time of the merger contain provisions identical to the organizational documents of the parent corporation immediately prior to the effective time of the merger. With respect to a surviving entity that is a corporation, this requirement does not apply to provisions regarding the incorporator or incorporators; the corporate name; the registered office and agent; or provisions that are subject to amendment under s. 180.1002 or any other law permitting amendment of the articles of incorporation without approval of the shareholders. With respect to a surviving entity that is a limited liability company, this requirement does not apply to provisions regarding the organizer or organizers; the entity name; the registered office and agent; references to members rather than shareholders; references to interests, units, or similar terms rather than shares; references to managers rather than directors; or provisions that are subject to amendment under any law permitting amendment of the operating agreement without approval of the members. The organizational documents of the surviving entity immediately following the effective time of the merger may specify a reduced number of classes and shares or other interests that the surviving entity is authorized to issue. To the extent that the 2nd sentence of s. 180.0852 applied to the parent corporation immediately prior to the effective time of the merger, the organizational documents of the surviving entity immediately following the effective time of the merger shall contain provisions implementing that sentence. If s. 180.1706 (2) and (3) applies to the parent corporation, pursuant to s. 180.1706 (1), immediately prior to the effective time of the merger, the organizational documents of the surviving entity immediately following the effective time of the merger shall contain provisions implementing s. 180.1706 (2) and (3). The organizational documents of the surviving entity immediately following the effective time of the merger shall contain provisions that specifically refer to this paragraph and that require all of the following:

SB619-SSA1,18,22 1. Any act, other than the election or removal of directors or managers of the surviving entity, for which approval of the shareholders or members of the surviving entity is required under this chapter, ch. 183, or the surviving entity's organizational documents may be accomplished only with the additional approval of the shareholders of the holding company or any successor to the holding company, by the same vote as is required for approval of the shareholders or members of the surviving entity under this chapter, ch. 183, or the surviving entity's organizational documents.

SB619-SSA1,19,4 2. If the surviving entity is a limited liability company, any act, other than the election or removal of managers of the surviving entity, for which approval of the shareholders of the surviving entity would be required under this chapter if the surviving entity were a corporation may be accomplished only with the additional approval of the shareholders of the holding company or any successor to the holding company, by the same vote as would be required for approval of the shareholders under this chapter if the surviving entity were a corporation.

SB619-SSA1,19,12 3. If the surviving entity is a limited liability company, any amendment of the organizational documents of the surviving entity that would be required under this chapter to be included in the articles of incorporation of the surviving entity if the surviving entity were a corporation, other than an amendment specified in s. 180.1002, may be accomplished only with the additional approval of the shareholders of the holding company or any successor to the holding company, by the same vote as would be required for approval of the shareholders under this chapter if the surviving entity were a corporation.

SB619-SSA1,19,18 4. If the surviving entity is a limited liability company, the affairs of the surviving entity are managed by or under the direction of a group of managers consisting of individuals who have the same fiduciary duties toward the surviving entity and its members as the directors of a corporation have toward the corporation and its shareholders and who are liable for breach of their duties to the same extent as directors of a corporation.

SB619-SSA1,19,21 (g) In the opinion of the board of directors of the parent corporation, the shareholders of the parent corporation do not have a gain or loss under the Internal Revenue Code as a result of the merger.

SB619-SSA1,19,24 (3) Articles of merger. The surviving entity shall include in the articles of merger under s. 180.1105 a statement that the merger was approved in accordance with this section and that the requirements of sub. (2) have been satisfied.

SB619-SSA1,20,2 (4) Effect of merger. All of the following occur when a merger under sub. (2) takes effect:

SB619-SSA1,20,12 (a) To the extent that the restrictions of s. 180.1131, 180.1141, or 180.1150 applied to the parent corporation and its shareholders immediately prior to the effective time of the merger, the restrictions apply to the holding company and its shareholders immediately following the effective time of the merger to the same extent as if the holding company were the parent corporation as the corporation existed immediately prior to the effective time of the merger. For purposes of ss. 180.1130, 180.1132, 180.1141, 180.1142, 180.1143, and 180.1150, the shares of the holding company acquired in the merger are deemed to have been acquired at the time and for the price and form of consideration that the shares of the parent corporation that were converted in the merger were acquired.

SB619-SSA1,20,16 (b) If immediately prior to the effective time of the merger s. 180.1141, 180.1142, or 180.1150 did not apply to a shareholder of the parent corporation, the section does not apply to the shareholder as a shareholder of the holding company solely by reason of the merger.

SB619-SSA1,20,22 (c) If the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the parent corporation immediately prior to the effective time of the merger, the shares of the holding company into which the shares of the parent corporation are converted in the merger are represented by the certificates that previously represented shares of the parent corporation.

SB619-SSA1,21,2 (d) A shareholder of the parent corporation immediately prior to the effective time of the merger retains any right that the shareholder had immediately prior to the effective time of the merger to institute or maintain a derivative proceeding in the right of the parent corporation.

SB619-SSA1,21,7 (e) No act of the surviving entity that requires the additional approval of the shareholders of the holding company or any successor company pursuant to sub. (2) (f) shall give rise to dissenters' rights under ss. 180.1301 to 180.1331 for the shareholders or the beneficial shareholders of the holding company or any successor to the holding company.

SB619-SSA1,21,19 (f) To the extent that shares of the parent corporation immediately prior to the effective time of the merger constituted shares of a preexisting class, the shares of the holding company immediately following the effective time of the merger constitute shares of a preexisting class to the same extent as if the holding company were the parent corporation as the parent corporation existed immediately prior to the effective time of the merger. Shares or interests of the surviving entity do not constitute shares of a preexisting class for purposes of s. 180.1705. For purposes of s. 180.1707, to the extent that shares of the parent corporation immediately prior to the effective time of the merger constituted shares of a preexisting class, the shares or interests of the surviving entity constitute shares of a preexisting class to the same extent as if the surviving entity were the parent corporation as the parent corporation existed immediately prior to the effective time of the merger.

SB619-SSA1,22,11 (g) To the extent that the provisions of s. 180.1706 (4) applied to the parent corporation immediately prior to the effective time of the merger, the provisions apply to the holding company immediately following the effective time of the merger to the same extent as if the holding company were the parent corporation as the corporation existed immediately prior to the effective time of the merger. To the extent that the provisions of s. 180.1706 (4) applied to the parent corporation immediately prior to the effective time of the merger, if the surviving entity is a corporation, the provisions apply to the surviving entity immediately following the effective time of the merger to the same extent as if the surviving entity were the parent corporation as the corporation existed immediately prior to the effective time of the merger. To the extent that the provisions of s. 180.1706 (4) applied to the parent corporation immediately prior to the effective time of the merger, if the surviving entity is a limited liability company, the provisions apply to the corresponding provisions of the organizational documents of the surviving entity immediately following the effective time of the merger to the same extent as if the surviving entity were the parent corporation as the corporation existed immediately prior to the effective time of the merger.

SB619-SSA1,22,20 (h) To the extent that immediately prior to the effective time of the merger shareholders of the parent corporation had rights or were subject to obligations or restrictions of the types referred to in s. 180.0627 (2), 180.0630 (4), 180.0722 (2), 180.0730 (1), or 180.0731 (1), the rights, obligations, or restrictions apply to the shareholders of the holding company immediately following the effective time of the merger to the same extent as if the holding company were the parent corporation as the corporation existed immediately prior to the effective time of the merger, unless the agreement, waiver, proxy, or trust establishing the rights, obligations, or restrictions specifies otherwise.

SB619-SSA1, s. 26 Section 26. 180.1105 (1) (a) and (b) of the statutes are repealed.

SB619-SSA1, s. 27 Section 27. 180.1105 (1) (bm), (cm), (dm) and (e) to (h) of the statutes are created to read:

SB619-SSA1,22,25 180.1105 (1) (bm) The name and state of incorporation of each corporation that is a party to the merger or share exchange.

SB619-SSA1,23,3 (cm) A statement that a plan of merger or share exchange has been approved and adopted by each corporation that is a party to the merger or share exchange as required under s. 180.1103 or 180.1104, as applicable.

SB619-SSA1,23,4 (dm) The name of the surviving or acquiring corporation.

SB619-SSA1,23,9 (e) In the case of a merger, any amendments in the articles of incorporation of the surviving corporation that are intended by the parties to the merger to take effect upon the merger or, if there are no such amendments, a statement that the articles of incorporation of the surviving corporation or another corporation that is a party to the merger will be the articles of incorporation of the surviving corporation.

SB619-SSA1,23,11 (f) A statement that the executed plan of merger or share exchange is on file at the principal place of business of the surviving or acquiring corporation.

SB619-SSA1,23,16 (g) A statement that the surviving or acquiring corporation will provide a copy of the plan of merger or share exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person.

SB619-SSA1,23,19 (h) In the case of a merger, a statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.

SB619-SSA1, s. 28 Section 28. 180.1105 (1) (c) and (d) of the statutes are renumbered 180.1105 (1) (am) and (i).

SB619-SSA1, s. 29 Section 29. 180.1106 (1) (b) of the statutes is amended to read:

SB619-SSA1,24,5 180.1106 (1) (b) The title to all property owned by each business entity that is party to the merger is vested in the surviving 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.