SB657: Bill Text

SB657,135,23 179.82 (4) (intro.) The name and address of an agent for service of process on the foreign limited partnership, who must be an any of the following:

SB657,135,24 (a) An individual resident of this state, a .

SB657,136,6 (b) A domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership that has in effect a statement of qualification under s. 178.0901, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.

SB657,29 Section 29. 180.0121 (1) (a) 4. of the statutes is amended to read:

SB657,136,12 180.0121 (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.

SB657,30 Section 30. 180.0121 (2) of the statutes is amended to read:

SB657,136,20 180.0121 (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.

SB657,31 Section 31. 180.0501 (2) of the statutes is amended to read:

SB657,137,2 180.0501 (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 or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB657,32 Section 32. 180.1100 (2) and (3) of the statutes are amended to read:

SB657,137,7 180.1100 (2) "Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

SB657,137,11 (3) "Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), 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).

SB657,33 Section 33. 180.1161 (5) (bm) of the statutes is repealed.

SB657,34 Section 34. 180.1507 (2) of the statutes is amended to read:

SB657,137,18 180.1507 (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 or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB657,35 Section 35. 181.0121 (1) (a) 4. of the statutes is amended to read:

SB657,137,24 181.0121 (1) (a) 4. An application for a certificate of conversion under s. 181.1161 (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.

SB657,36 Section 36. 181.0121 (2) of the statutes is amended to read:

SB657,138,7 181.0121 (2) Permissive forms. 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. 181.1105, 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.

SB657,37 Section 37. 181.0501 (2) of the statutes is amended to read:

SB657,138,13 181.0501 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB657,38 Section 38. 181.1100 (2) and (3) of the statutes are amended to read:

SB657,138,18 181.1100 (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (10), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

SB657,138,22 (3) "Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), 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).

SB657,39 Section 39. 181.1105 (1m) of the statutes is repealed.

SB657,40 Section 40. 181.1161 (5) (bm) of the statutes is repealed.

SB657,41 Section 41. 181.1507 (2) of the statutes is amended to read:

SB657,139,5 181.1507 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB657,42 Section 42. 182.01 (3) (intro.) of the statutes is amended to read:

SB657,139,22 182.01 (3) (intro.) Name of drafter on documents. No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185, 187, or 193; no registration statement, amendment of a registration statement, or written notice of withdrawal statement of qualification or amendment or cancellation of a statement of qualification under s. 178.40 178.0901 or articles of merger, interest exchange, conversion, or domestication under ch. 178; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: "This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:

SB657,43 Section 43. 182.01 (7) of the statutes is repealed.

SB657,44 Section 44. 183.0105 (1) (b) of the statutes is amended to read:

SB657,140,4 183.0105 (1) (b) A domestic corporation, limited liability company, limited partnership, registered limited liability partnership, or corporation organized or registered in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB657,45 Section 45. 183.0109 (1) (a) 5. of the statutes is amended to read:

SB657,140,10 183.0109 (1) (a) 5. An application for a certificate of conversion under s. 183.1207 (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.

SB657,46 Section 46. 183.0109 (2) of the statutes is amended to read:

SB657,140,18 183.0109 (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. 183.1204, 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.

SB657,47 Section 47. 183.1200 (2) and (3) of the statutes are amended to read:

SB657,140,23 183.1200 (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).

SB657,141,2 (3) "Foreign business entity" means a foreign limited liability company, a foreign partnership, as defined in s. 178.0102 (6), 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).

SB657,48 Section 48. 183.1204 (1) (cm) of the statutes is repealed.

SB657,49 Section 49. 183.1207 (5) (bm) of the statutes is repealed.

SB657,50 Section 50. 244.49 (9) of the statutes is amended to read:

SB657,141,7 244.49 (9) Join in a plan of reorganization, consolidation, conversion, interest exchange, domestication, or merger of the entity or business.

SB657,51 Section 51. 766.01 (9) (d) of the statutes is amended to read:

SB657,141,11 766.01 (9) (d) The property rights, as specified and described in ss. 178.21 and 178.22 178.0401 (1), 178.0501, and 178.0502, of a partner in a general partnership are "held" by the partner.

SB657,52 Section 52. 815.18 (13) (e) of the statutes is amended to read:

SB657,141,14 815.18 (13) (e) Partnership property exempt under s. 178.21 (3) (c), as described in ss. 178.0203 and 178.0204.

SB657,53 Section 53 . Nonstatutory provisions.

SB657,142,2 (1) Using the procedure under section 227.24 of the statutes, the department of financial institutions may promulgate rules authorized under section 178.0120 (2) of the statutes, as created by this act, for the period before the effective date of a permanent rule promulgated under section 178.0120 (2) of the statutes, as created by this act, but not to exceed the period authorized under section 227.24 (1) (c) of the statutes, subject to extension under section 227.24 (2) of the statutes. Notwithstanding section 227.24 (1) (a), (2) (b), and (3) of the statutes, the department is not required to provide evidence that promulgating a rule under this subsection as an emergency rule is necessary for the preservation of the public peace, health, safety, or welfare and is not required to provide a finding of emergency for a rule promulgated under this subsection.

SB657,54 Section 54. Effective dates. This act takes effect on the first day of the 4th month beginning after publication, except as follows:

SB657,142,5 (1) Section 53 (1 ) of this act takes effect on the day after publication.

SB657,142,6 (End)