This substitute amendment also permits a corporation to specify in its articles
of incorporation or bylaws the rules for conducting shareholder meetings, and sets
default rules for corporations that do not adopt their own rules. The substitute
amendment also makes changes to current law regarding the formation and

membership of a committee created by a board, and the substitute amendment
deletes certain restrictions on the power of such committees. Further, the substitute
amendment makes changes to current law relating to identifying a registered agent.
Other changes
Under current law, when a limited partnership, business corporation, nonstock
corporation, or limited liability company merges with or converts to another entity
(or when a business corporation enters into a share exchange), title to all personal
property transfers, by operation of law, to the surviving entity. Title to real estate
generally must be transferred by deed, which must be recorded in the appropriate
office of the register of deeds. This substitute amendment deletes the requirement
that a deed be executed and recorded. Under the substitute amendment, if a limited
partnership, business corporation, nonstock corporation, or limited liability
company merges with or converts to another entity, the articles of merger or
certificate of conversion filed with department must indicate whether a business
entity that does not survive the merger or conversion has a fee simple ownership
interest in real estate in this state.
Currently, the name of a limited partnership must contain the words "limited
partnership" without abbreviation. This substitute amendment allows the name to
include abbreviated versions of those words.
The substitute amendment requires that the surviving entity of a merger or
conversion file a report with the Department of Revenue (DOR) that specifies the
effective date of the merger or conversion, the name and address of each business
entity that is a party to the merger or conversion, the name of any person at the
surviving entity that DOR may contact with regard to submitting the report and the
information contained in the report, the parcel identification number and location
of all fee simple ownership interests in real estate located in this state acquired by
the surviving entity in the merger or conversion, a certified copy of the document
providing evidence of the merger or conversion, and, in the case of a conversion, a
sworn statement that the ownership interests in the surviving entity are identical
with the ownership interests in the original entity immediately preceding the
conversion. Under the substitute amendment, forms prescribed by the Department
of Financial Institutions (DFI) for articles of merger and certificates of conversion
must contain a notice of the real estate reporting requirement.
Under the substitute amendment, DFI must report quarterly to DOR
identifying mergers and conversions for which articles of merger and certificates of
conversion have been filed with DFI indicating that an entity acquired in the merger
or an entity converted in the conversion had a fee simple ownership interest in any
Wisconsin real estate.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB619-SSA1, s. 1 1Section 1. 73.14 of the statutes is created to read:
SB619-SSA1,6,7
173.14 Merger and conversion real estate reports. (1) If an acquired
2business entity in a merger or the converted business entity in a conversion owned
3a fee simple ownership interest in any Wisconsin real estate immediately prior to the
4merger or conversion, the surviving business entity shall submit a report to the
5department of revenue, on a form prescribed by the department, no later than 60
6days after the effective date of the merger or conversion that provides the following
7information:
SB619-SSA1,6,88 (a) The effective date of the merger or conversion.
SB619-SSA1,6,109 (b) The name, address, and federal employer identification number of each
10business entity that is a party to the merger or conversion.
SB619-SSA1,6,1511 (c) The name, telephone number, and address of any person at the surviving
12business entity that the department of revenue may contact with regard to
13submitting the report and the information contained in the report and the address
14to which tax bills should be sent, if different from the address for the contact person
15described in this paragraph.
SB619-SSA1,6,1816 (d) The parcel identification number of each fee simple ownership interest in
17Wisconsin real estate owned by the acquired business entity in a merger or by the
18converted entity in a conversion and municipality in which such interest is located.
SB619-SSA1,6,2119 (e) In the case of a conversion, a sworn statement that, after the conversion, the
20ownership interests in the surviving entity are identical with the ownership
21interests in the original entity immediately preceding the conversion.
SB619-SSA1,6,2522 (f) A certified copy of the document providing evidence of the merger or
23conversion, as filed with the state in which the surviving entity is organized and a
24copy of any merger or conversion plan, regardless of whether the plan is required to
25be filed with the state in which the surviving entity is organized.
SB619-SSA1,7,6
1(2) (a) If a surviving entity required to submit a report under sub. (1), fails to
2file the report within the time provided under sub. (1), the surviving entity is subject
3to a penalty in an amount equal to $200 for each day that the report is late, but not
4to exceed $7,500, except that no penalty shall be imposed under this paragraph if the
5surviving entity can show good cause for submitting a late report and if submitting
6a late report is not the result of the surviving entity's intentional act or omission.
SB619-SSA1,7,157 (b) If a surviving entity required to submit a report under sub. (1), fails to
8specify in the report each municipality in which a fee simple ownership interest in
9Wisconsin real estate owned by the acquired business entity in a merger, or by the
10converted business entity in a conversion, is located, the surviving entity is subject
11to a penalty in an amount equal to $1,500 for each municipality not specified in the
12report and in which such ownership interest in located, except that no penalty shall
13be imposed under this paragraph if the surviving entity can show good cause for the
14failure to specify each municipality as described under sub. (1) (d) and if such failure
15is not the result of the surviving entity's intentional act or omission.
SB619-SSA1,7,18 16(3) The reports submitted under this section are confidential information,
17except that the department of revenue may disclose the reports and information from
18the reports for the sole purpose of administering and enforcing this subchapter.
SB619-SSA1, s. 2 19Section 2. 179.02 (1) of the statutes is amended to read:
SB619-SSA1,7,2120 179.02 (1) Shall contain, with or without abbreviation, the words "limited
21partnership".
SB619-SSA1, s. 3 22Section 3. 179.76 (4) (c) of the statutes is amended to read:
SB619-SSA1,8,623 179.76 (4) (c) The business entity continues to be vested with title to all
24property owned by the business entity that was converted without reversion or
25impairment, provided that, if the converting business entity has an interest in real

1estate in Wisconsin on the date of the conversion, the converting business entity shall
2transfer that interest to the business entity surviving the conversion and shall
3execute any real estate transfer return required under s. 77.22. The business entity
4surviving the conversion shall promptly record the instrument of conveyance under
5s. 59.43 in the office of the register of deeds for each county in which the real estate
6is located
.
SB619-SSA1, s. 4 7Section 4. 179.76 (5) (bm) of the statutes is created to read:
SB619-SSA1,8,98 179.76 (5) (bm) A statement indicating whether the business entity that is to
9be converted has a fee simple ownership interest in any Wisconsin real estate.
SB619-SSA1, s. 5 10Section 5. 179.76 (5m) of the statutes is created to read:
SB619-SSA1,8,1411 179.76 (5m) If the department prescribes a form for the certificate of
12conversion under sub. (5), the form shall indicate that if the business entity that is
13to be converted has a fee simple ownership interest in Wisconsin real estate, the
14entity is required to file a report with the department of revenue under s. 73.14.
SB619-SSA1, s. 6 15Section 6. 179.77 (5) (bm) of the statutes is created to read:
SB619-SSA1,8,1816 179.77 (5) (bm) A statement indicating whether a business entity that merged
17with or into the surviving entity in the merger has a fee simple ownership interest
18in any Wisconsin real estate.
SB619-SSA1, s. 7 19Section 7. 179.77 (5r) of the statutes is created to read:
SB619-SSA1,8,2420 179.77 (5r) If the department prescribes a form for the articles of merger under
21sub. (5), the form shall indicate that if a business entity that is acquired in the merger
22has a fee simple ownership interest in Wisconsin real estate, the business entity that
23survives the merger is required to file a report with the department of revenue under
24s. 73.14.
SB619-SSA1, s. 8 25Section 8. 179.77 (6) (c) of the statutes is amended to read:
SB619-SSA1,9,8
1179.77 (6) (c) The title to all property owned by each business entity that is a
2party to the merger is vested in the surviving business entity without reversion or
3impairment, provided that, if a merging business entity has an interest in real estate
4in Wisconsin on the date of the merger, the merging business entity shall transfer
5that interest to the business entity surviving the merger and shall execute any real
6estate transfer return required under s. 77.22. The business entity surviving the
7merger shall promptly record the instrument of conveyance under s. 59.43 in the
8office of the register of deeds for each county in which the real estate is located
.
SB619-SSA1, s. 9 9Section 9. 180.0121 (1) (a) 4. of the statutes is amended to read:
SB619-SSA1,9,1410 180.0121 (1) (a) 4. An application for a certificate of conversion under s.
11180.1161 (5). The form prescribed under this subdivision shall indicate that if the
12business entity that is to be converted has a fee simple ownership interest in
13Wisconsin real estate, the entity is required to file a report with the department of
14revenue under s. 73.14.
SB619-SSA1, s. 10 15Section 10. 180.0121 (2) of the statutes is amended to read:
SB619-SSA1,9,2216 180.0121 (2) The department may prescribe and furnish on request forms for
17other documents required or permitted to be filed by this chapter, but use of these
18forms is not mandatory. If the department prescribes a form for articles of merger
19under s. 180.1105, the form shall indicate that if a business entity that is acquired
20in the merger has a fee simple ownership interest in Wisconsin real estate, the
21business entity that survives the merger is required to file a report with the
22department of revenue under s. 73.14.
SB619-SSA1, s. 11 23Section 11. 180.0502 (3) of the statutes is amended to read:
SB619-SSA1,9,2524 180.0502 (3) If the name of a registered agent changes or if the street address
25of his or her a registered agent's business office, he or she changes, the registered

1agent
may change the name of the registered agent or street address of the registered
2office of any corporation for which he or, she, or it is the registered agent by notifying.
3To make a change under this subsection, the registered agent shall notify
the
4corporation in writing of the change and by signing, either manually or in facsimile,
5and delivering
deliver to the department for filing a signed statement that complies
6with sub. (2) and recites that the corporation has been notified of the change.
SB619-SSA1, s. 12 7Section 12. 180.0602 (3) of the statutes is renumbered 180.0602 (3) (a) and
8amended to read:
SB619-SSA1,10,209 180.0602 (3) (a) After the articles of amendment are filed under sub. (2) and
10before the corporation issues any shares of the class or series that is the subject of
11the articles of amendment, the board of directors may alter or revoke any the
12distinguishing designation of the class or series and the
preferences, limitations, or
13relative rights described in the articles of amendment, by adopting another
14resolution appropriate for that purpose. The corporation shall file and filing with the
15department revised articles of amendment that comply with sub. (2). A Except as
16provided in par. (b), a distinguishing designation,
preference, limitation, or relative
17right may not be altered or revoked after the issuance of any shares of the class or
18series that are subject to the distinguishing designation, preference, limitation, or
19relative right, except by amendment of the articles of incorporation under s.
20180.1003.
SB619-SSA1, s. 13 21Section 13. 180.0602 (3) (b) of the statutes is created to read:
SB619-SSA1,11,422 180.0602 (3) (b) 1. Except as otherwise provided in this subdivision, after the
23articles of amendment are filed under sub. (2), the board of directors may decrease
24the number of shares of the class or series that is the subject of the articles of
25amendment by adopting another resolution appropriate for that purpose. The

1shares specified in the resolution shall resume the status applicable to them
2immediately before their inclusion in the class or series. The board of directors may
3not decrease the number of shares under this subdivision below the number of such
4shares that are outstanding.
SB619-SSA1,11,165 2. After the articles of amendment are filed under sub. (2), if no shares of the
6class or series that is the subject of the articles of amendment are outstanding, the
7board of directors may eliminate from the articles of incorporation all matters set
8forth in the articles of amendment with respect to that class or series by adopting
9another resolution for that purpose. The board of directors shall prepare a certificate
10setting forth the content of any resolution under this subdivision, stating that none
11of the authorized shares of the class or series are outstanding, and stating that no
12such shares will be issued under the articles of amendment and shall deliver the
13signed certificate to the department for filing. A resolution under this subdivision
14takes effect upon filing of the certificate by the department and has the effect of
15eliminating from the articles of incorporation all matters set forth in the articles of
16amendment with respect to the applicable class or series.
SB619-SSA1,11,2317 3. Except as otherwise provided in this subdivision, after the articles of
18amendment are filed under sub. (2), the board of directors may increase the number
19of shares of the class or series that is the subject of the articles of amendment by
20adopting another resolution appropriate for that purpose. The board of directors
21may not increase the number of shares under this subdivision to be greater than the
22total number of authorized shares of the class or series as specified in the articles of
23incorporation.
SB619-SSA1, s. 14 24Section 14. 180.0706 (title) of the statutes is amended to read:
SB619-SSA1,11,25 25180.0706 (title) Waiver of and exemption from notice.
SB619-SSA1, s. 15
1Section 15. 180.0706 (3) of the statutes is created to read:
SB619-SSA1,12,42 180.0706 (3) (a) Except as provided in par. (b), any notice required to be given
3by a corporation to a shareholder under this chapter is not required to be given if any
4of the following applies:
SB619-SSA1,12,85 1. Notice of 2 consecutive annual meetings, and all notices of meetings during
6the period between these annual meetings, have been sent to the shareholder at the
7shareholder's address as shown on the records of the corporation and have been
8returned as undeliverable.
SB619-SSA1,12,129 2. All, but not less than 2, payments of dividends on securities during a
10one-year period, or 2 consecutive payments of dividends on securities during a period
11of more than one year, have been sent to the shareholder at the shareholder's address
12as shown on the records of the corporation and have been returned as undeliverable.
SB619-SSA1,12,1613 (b) If a shareholder to whom par. (a) applies delivers to the corporation a
14written notice containing the shareholder's current address, then, beginning 30 days
15after receipt of the notice by the corporation, the requirement that notice be given
16to the shareholder is reinstated, until such time as par. (a) may again apply.
SB619-SSA1, s. 16 17Section 16. 180.0708 of the statutes is created to read:
SB619-SSA1,12,19 18180.0708 Conduct of meeting. Unless the articles of incorporation or bylaws
19provide otherwise, every meeting of the shareholders shall be conducted as follows:
SB619-SSA1,12,21 20(1) A chairperson shall preside over the meeting. The chairperson shall be
21appointed by the board of directors.
SB619-SSA1,12,24 22(2) The chairperson shall determine the order of business and the time of
23adjournment and may establish rules for the conduct of the meeting which the
24chairperson believes are fair to the interests of all shareholders.
SB619-SSA1,13,5
1(3) The chairperson shall determine and announce at the meeting the time at
2which the polls will close for each matter voted upon at the meeting. The polls close
3at the announced time, except that, if no such announcement is made, the polls close
4upon final adjournment of the meeting. After the polls close, no ballots, proxies, or
5votes or revocations or changes to ballots, proxies, or votes may be accepted.
SB619-SSA1, s. 17 6Section 17. 180.0824 (3) of the statutes is amended to read:
SB619-SSA1,13,117 180.0824 (3) Except as provided in ss. 180.0825 (2) and (3), 180.0831 (4) and
8180.0855 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote
9of a majority of directors present is the act of the board of directors or a committee
10of the board of directors created under s. 180.0825, unless the articles of
11incorporation or bylaws require the vote of a greater number of directors.
SB619-SSA1, s. 18 12Section 18. 180.0825 (1) of the statutes is amended to read:
SB619-SSA1,13,1813 180.0825 (1) Unless the articles of incorporation or bylaws provide otherwise,
14a board of directors may create one or more committees, appoint members of the
15board of directors to serve on the committees and designate other members of the
16board of directors to serve as alternates. Each committee shall have 2 or more
17members
at least one member. Unless otherwise provided by the board of directors,
18members of the committee shall serve at the pleasure of the board of directors.
SB619-SSA1, s. 19 19Section 19. 180.0825 (2) (intro.) and (b) of the statutes are consolidated,
20renumbered 180.0825 (2) and amended to read:
SB619-SSA1,13,2421 180.0825 (2) Except as provided in sub. (3), the creation of a committee,
22appointment of members to it, and designation of alternate members, if any, shall be
23approved by the greater of the following: (b) The number of directors required by the
24articles of incorporation or bylaws to take action under s. 180.0824 (3).
SB619-SSA1, s. 20 25Section 20. 180.0825 (2) (a) of the statutes is repealed.
SB619-SSA1, s. 21
1Section 21. 180.0825 (5) (a) to (h) of the statutes are repealed.
SB619-SSA1, s. 22 2Section 22. 180.0825 (5) (am) and (bm) of the statutes are created to read:
SB619-SSA1,14,53 180.0825 (5) (am) Approve or recommend to shareholders for approval any
4action or matter expressly required by this chapter to be submitted to shareholders
5for approval.
SB619-SSA1,14,66 (bm) Adopt, amend, or repeal any bylaw of the corporation.
SB619-SSA1, s. 23 7Section 23. 180.1103 (1) of the statutes is amended to read:
SB619-SSA1,14,128 180.1103 (1) Submit to shareholders. After adopting and approving a plan of
9merger or share exchange, the board of directors of each corporation that is party to
10the merger, and the board of directors of the corporation whose shares will be
11acquired in the share exchange, shall submit the plan of merger, except as provided
12in sub. (5) and s. 180.11045 (2), or share exchange for approval by its shareholders.
SB619-SSA1, s. 24 13Section 24. 180.1104 (1) of the statutes is amended to read:
SB619-SSA1,14,2014 180.1104 (1) A parent corporation owning at least 90% of the outstanding
15shares of each class of a subsidiary corporation or at least 90% of the outstanding
16interests of each class of any other subsidiary business entity may merge the
17subsidiary into the parent or the parent into the subsidiary without approval of the
18shareholders of the parent or the shareholders or other owners of the subsidiary and,
19if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without
20approval of the shareholders of the parent
.
SB619-SSA1, s. 25 21Section 25. 180.11045 of the statutes is created to read:
SB619-SSA1,14,23 22180.11045 Merger of indirect wholly owned subsidiary or parent. (1)
23Definitions. In this section:
SB619-SSA1,15,224 (a) "Holding company" means a corporation that issues shares under sub. (2)
25(b) and that, during the period beginning with its incorporation and ending with the

1effective time of a merger under this section, was at all times a wholly owned
2subsidiary of the parent corporation that is party to the merger.
SB619-SSA1,15,33 (b) "Indirect wholly owned subsidiary" means any of the following:
SB619-SSA1,15,64 1. A corporation, all of the outstanding shares of each class of which are, prior
5to the effective time of a merger under this section, owned by a parent corporation
6indirectly through one or more business entities.
SB619-SSA1,15,107 2. A limited liability company organized under ch. 183, all of the outstanding
8interests of each class of which are, prior to the effective time of a merger under this
9section, owned by a parent corporation indirectly through one or more business
10entities.
SB619-SSA1,15,1411 (c) "Organizational documents" means, when used in reference to a
12corporation, the corporation's articles of incorporation and bylaws and, when used
13in reference to a limited liability company, the limited liability company's operating
14agreement.
SB619-SSA1,15,1715 (d) "Parent corporation" means a corporation owning, prior to the effective time
16of a merger under this section, all of the outstanding shares of each class of another
17corporation or all of the outstanding interests of each class of another business entity.
SB619-SSA1,15,1918 (e) "Surviving entity" means the limited liability company or corporation, other
19than the holding company, surviving a merger under sub. (2).
SB619-SSA1,15,2020 (f) "Wholly owned subsidiary" means any of the following:
SB619-SSA1,15,2221 1. A corporation, all of the outstanding shares of each class of which are owned
22by a corporation indirectly through one or more business entities or directly.
SB619-SSA1,15,2523 2. A limited liability company organized under ch. 183, all of the outstanding
24interests of each class of which are owned by a corporation indirectly through one or
25more business entities or directly.
SB619-SSA1,16,7
1(2) Merger authorized. Unless the articles of incorporation of the parent
2corporation specifically provide otherwise, or the parent corporation is a statutory
3close corporation under ss. 180.1801 to 180.1837, a parent corporation may merge
4with or into one of its indirect wholly owned subsidiaries pursuant to s. 180.1101
5without approval of the shareholders of the parent corporation or the shareholders
6or members of the indirect wholly owned subsidiary if all of the following conditions
7are satisfied:
SB619-SSA1,16,98 (a) The parent corporation and the indirect wholly owned subsidiary are the
9only parties to the merger.
SB619-SSA1,16,1610 (b) Each share or other interest of the parent corporation outstanding
11immediately prior to the effective time of the merger is converted in the merger into
12a share or equal interest of a corporation that was a wholly owned subsidiary of the
13parent corporation immediately prior to the effective time of the merger having the
14same designation, preferences, limitations, and relative rights as the share or other
15interest of the parent corporation outstanding immediately prior to the effective time
16of the merger.
SB619-SSA1,17,617 (c) Except as otherwise provided in this paragraph, immediately following the
18effective time of the merger, the organizational documents of the holding company
19issuing shares in the merger pursuant to sub. (2) (b) contain provisions identical to
20the organizational documents of the parent corporation immediately prior to the
21effective time of the merger. This requirement does not apply to provisions regarding
22the incorporator or incorporators, the corporate name, the registered office and
23agent, and provisions that are subject to amendment under s. 180.1002. To the
24extent that the 2nd sentence of s. 180.0852 applied to the parent corporation
25immediately prior to the effective time of the merger, the organizational documents

1of the holding company immediately following the effective time of the merger shall
2contain provisions implementing that sentence. If s. 180.1706 (2) and (3) applies to
3the parent corporation, pursuant to s. 180.1706 (1), immediately prior to the effective
4time of the merger, the articles of incorporation of the holding company immediately
5following the effective time of the merger shall contain provisions implementing s.
6180.1706 (2) and (3).
SB619-SSA1,17,87 (d) Immediately following the effective time of the merger, the surviving entity
8is a wholly owned subsidiary of the holding company.
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