2001 WISCONSIN ACT 44
An Act to repeal 180.1107, 180.1709 and 183.1203 (1); to renumber 178.43, 178.46 (1), 179.14 (1), 179.16 (1), 183.0107 (1), 183.0108 (1) and 551.02 (1); to renumber and amend 183.1203 (2) and 185.83 (1) (b); to amend 77.21 (1e), 178.46 (2) and (4), 178.48 (1) (intro.), 178.51 (1), 179.03 (2), 179.04 (1) (b), 179.11 (1) (intro.), 179.12 (1) (intro.), 179.13 (intro.), 179.185 (1), 179.24 (1) (b), subchapter VIII (title) of chapter 179 [precedes 179.70], 179.82 (intro.), 179.82 (4), 179.86 (1), 179.88, 180.0103 (16), 180.0122 (1) (intro.), 180.0122 (1) (j), 180.0122 (1) (x), 180.0122 (1) (y), 180.0125 (1), 180.0125 (2) (b), 180.0402 (1), 180.0501 (2) and (3), subchapter XI (title) of chapter 180 [precedes 180.1100], 180.1101 (1), 180.1101 (2) (a), 180.1101 (2) (c), 180.1101 (3) (a), 180.1102 (1), 180.1102 (2) (a), 180.1102 (2) (c), 180.1103 (6), 180.1104 (title), 180.1104 (1), 180.1104 (2) (b), 180.1104 (3), 180.1104 (4), 180.1104 (5), 180.1105 (1) (intro.), 180.1105 (1) (b), 180.1106 (1) (a), 180.1106 (1) (b), 180.1106 (1) (c), 180.1106 (1) (d), 180.1106 (1) (f), 180.1150 (3) (e), 180.1421 (1) and (2), 180.1504 (1) (intro.) and (b), 180.1507 (2), 180.1507 (3), 180.1530 (1m) and (2), 180.1531 (1) and (2) (a) and (b), 180.1532 (1), 181.0122 (1) (intro.), 181.0122 (1) (j), 181.0402 (1), 181.0501 (2), 181.0501 (3), subchapter XI (title) of chapter 181 [precedes 181.1100], 181.1101 (1), 181.1101 (2) (a), 181.1101 (2) (d), 181.1101 (3) (a), 181.1103 (6), 181.1104 (title), 181.1104 (1), 181.1104 (2) (b), 181.1104 (3), 181.1104 (4), 181.1105 (intro.), 181.1105 (2), 181.1106 (1), 181.1106 (2), 181.1106 (4), 181.1107 (2), 181.1108, 181.1421 (1), 181.1421 (4) (b), 181.1422 (2) (a) (intro.), 181.1423 (2), 181.1504 (1) (b), 181.1507 (2), 181.1507 (3), 181.1531 (1), 181.1531 (2) (a), (b) and (c) 1. (intro.), 181.1531 (3), 181.1532 (1), 183.0104 (1), 183.0105 (1) (b), 183.0105 (1) (c), 183.0108 (3), 183.0110 (1), 183.0114 (1) (intro.), 183.0114 (1) (j), 183.0114 (1) (w), 183.0802 (3), 183.0901 (4) (intro.), 183.1001 (1), 183.1006 (1) (a), 183.1006 (1) (b), 183.1020 (2), 183.1020 (3), 183.1021 (1) and (2), 183.1021 (3), 183.1022 (1), subchapter XII (title) of chapter 183 [precedes 183.1200], 183.1201 (2), 183.1201 (3), 183.1202 (3), 183.1202 (4), 183.1206, 184.10 (4), 185.48 (4), 185.48 (6), 185.83 (1) (intro.), 551.23 (8) (g), 551.23 (10), 551.23 (11) (a) and 611.72 (2); to repeal and recreate 180.0122 (1) (o), 180.1106 (1) (e), 181.0103 (7), 181.0103 (23), 181.0122 (1) (o), 181.1106 (3), 181.1106 (5), 181.1403 (1) (e), 181.1421 (2), 183.0114 (1) (n), 183.0204, 183.1204 (1) and 183.1205; and to create 71.80 (21), 71.80 (22), 73.03 (58), 77.25 (6d), 77.25 (6m), 77.61 (15), 178.43 (2m) and (3m), 178.46 (1g), 178.48 (4), 179.045, 179.14 (1g), 179.16 (1g), 179.70, 179.76, 179.77, 180.0103 (7g), 180.0103 (7k), 180.0121 (1) (a) 4., 180.0122 (1) (yr), 180.0122 (5), 180.1100, 180.1105 (1) (c), 180.1105 (1) (d), 180.1106 (1) (am), 180.1106 (3), 180.1161, 180.1302 (1) (cm), 180.1421 (2m), 180.1531 (2m), 181.0103 (10m) and (10p), 181.0121 (1) (a) 4., 181.0122 (1) (yr), 181.0122 (5), 181.1100, 181.1105 (3) (c), 181.1105 (5), 181.1105 (6), 181.1106 (1m), 181.1106 (6), 181.1161, 181.1531 (2g), 181.1531 (2r), 183.0107 (1g), 183.0108 (1g), 183.0109 (1) (a) 5., 183.0114 (1) (mp), 183.0114 (3), 183.0404 (2) (fm), 183.0504, 183.1021 (2g), 183.1021 (2r), 183.1200, 183.1202 (6), 183.1207, 185.83 (1) (b) 2., 185.83 (1) (bm), 185.83 (1m), 551.02 (1g) and 551.31 (1) (d) of the statutes; relating to: merger and conversion of business entities, exemptions from securities registration requirements and licensing requirements for securities broker-dealers and securities agents, registered agents for business entities, filing of documents relating to certain business entities, administrative dissolution of business entities, amended certificates of authority for certain foreign business entities, granting rule-making authority, and making an appropriation.
The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:
44,1
Section
1. 71.80 (21) of the statutes is created to read:
71.80 (21) Business entity conversion. Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 shall be treated for state tax purposes in the same manner as the conversion is treated for federal tax purposes.
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Section
2. 71.80 (22) of the statutes is created to read:
71.80 (22) Business entity merger. Notwithstanding any provision of ss. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, the merger of a business entity with one or more business entities under s. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 shall be treated for state tax purposes in the same manner as the merger is treated for federal tax purposes.
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Section
3. 73.03 (58) of the statutes is created to read:
73.03 (58) (a) Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, to treat, for state tax purposes, the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 in the same manner as the conversion is treated for federal tax purposes.
(b) Notwithstanding any provision of ss. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, and 183.1201, to treat, for state tax purposes, the merger of a business entity with one or more business entities under s. 179.77, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 in the same manner as the merger is treated for federal tax purposes.
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Section
4. 77.21 (1e) of the statutes is amended to read:
77.21 (1e) "Mergers of corporations" means the merger or combination of 2 or more corporations, nonstock corporations, limited liability companies, or limited partnerships, or any combination thereof, under a plan of merger or a plan of consolidation or the combination of 2 or more limited liability companies under a plan of merger permitted by the laws that govern the entities.
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Section
5. 77.25 (6d) of the statutes is created to read:
77.25 (6d) Pursuant to partnerships registering as limited liability partnerships under s. 178.40.
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Section
6. 77.25 (6m) of the statutes is created to read:
77.25 (6m) Pursuant to the conversion of a business entity to another form of business entity under s. 179.76, 180.1161, 181.1161, or 183.1207, if, after the conversion, the ownership interests in the new entity are identical with the ownership interests in the original entity immediately preceding the conversion.
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Section
7. 77.61 (15) of the statutes is created to read:
77.61 (15) Notwithstanding any provision of ss. 179.76, 180.1161, 181.1161, and 183.1207, a business entity that converts to another business entity under s. 179.76, 180.1161, 181.1161, or 183.1207 shall be subject to the provisions under this subchapter applicable to liquidations, reorganizations, and business entity formations.
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Section
8. 178.43 of the statutes is renumbered 178.43 (1).
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Section
9. 178.43 (2m) and (3m) of the statutes are created to read:
178.43 (2m) The registered agent of a registered limited liability partnership or a foreign limited liability partnership may resign as registered agent by executing and filing with the department a written statement that includes all of the following information, as applicable:
(a) The name of the registered limited liability partnership or foreign registered limited liability partnership for which the registered agent is acting.
(b) The name of the registered agent.
(c) If the registered agent is acting for a registered limited liability partnership, the street address of the registered limited liability partnership.
(d) If the registered agent is acting for a foreign registered limited liability partnership, the foreign registered limited liability partnership's current registered office and the mailing address of the foreign registered limited liability partnership's current principal office.
(e) A statement that the registered agent resigns.
(f) If the registered office is also discontinued, a statement to that effect.
(3m) After the filing of a statement under sub. (2), the department shall mail a copy of the statement to the registered limited liability partnership or foreign registered limited liability partnership at the address provided under sub. (2) (c) or (d).
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Section
10. 178.46 (1) of the statutes is renumbered 178.46 (1r).
44,11
Section
11. 178.46 (1g) of the statutes is created to read:
178.46 (1g) In this section:
(a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "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.
(d) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
44,12
Section
12. 178.46 (2) and (4) of the statutes are amended to read:
178.46 (2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1) sub. (1r) and are originally executed to satisfy sub. (3).
(4) The department may waive any of the requirements of subs. (1) to (3) subs. (1r) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
44,13
Section
13. 178.48 (1) (intro.) of the statutes is amended to read:
178.48 (1) (intro.) The Except as provided under sub. (4), the department shall collect the following fees when the documents described under this subsection are delivered to the department for filing:
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Section
14. 178.48 (4) of the statutes is created to read:
178.48 (4) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
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Section
15. 178.51 (1) of the statutes is amended to read:
178.51 (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 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.
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Section
16. 179.03 (2) of the statutes is amended to read:
179.03 (2) The Except as otherwise provided in this subsection, the reservation shall be made by filing with the department an application executed by the applicant to reserve a specified name together with a fee of $10, or such larger amount as the department requires by rule, if the application is filed in paper format. The reservation may be made by making a telephone application to reserve a specified name. The fee for a telephone application to reserve a specified name for 60 days is $20. If the department finds that the name is available for use by a domestic limited partnership or foreign limited partnership, the department shall reserve the name for the exclusive use of the applicant for a period of 60 days. The department shall cancel the telephone application to reserve a specified name if the department does not receive the proper fee within 15 business days after the application. Once having reserved a name, the same applicant may not again reserve the same name until more than 60 days after the expiration of the last 60-day period for which that applicant reserved that name. The Except as otherwise provided in this subsection, the right to the exclusive use of a reserved name may be transferred to any other person by filing with the department, together with a fee of $10, a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. The department may, by rule, specify a larger fee for filing a notice of transfer in paper format.
44,17
Section
17. 179.04 (1) (b) of the statutes is amended to read:
179.04 (1) (b) An agent for service of process on the limited partnership, which agent must be an individual resident of this state, a domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership, 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.
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Section
18. 179.045 of the statutes is created to read:
179.045 Resignation of agent for service of process. (1) An agent for service of process may resign by executing and filing with the department a statement, in duplicate, containing all of the following information, as applicable:
(a) The name of the domestic or foreign limited partnership for which the agent is acting.
(b) The name and current street address of the agent.
(c) If the agent is acting for a domestic limited partnership, the address of the domestic limited partnership's record office.
(d) If the agent is acting for a foreign limited partnership, the address of the foreign limited partnership's office in its state of organization.
(e) A statement that the agent resigns.
(2) The department shall note on one of the duplicates filed under sub. (1) the date of filing and shall mail that duplicate to the limited partnership at the address provided under sub. (1) (c) or (d).
(3) A resignation under this section is effective on the earlier of the following:
(a) Thirty days after the date on which the statement is filed under sub. (1).
(b) The date on which the appointment of a successor agent is effective.
44,19
Section
19. 179.11 (1) (intro.) of the statutes is amended to read:
179.11 (1) (intro.) To form a limited partnership, a certificate of limited partnership must be executed and filed with the department. The certificate shall be filed together with a fee of $70 and, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall contain all of the following information:
44,20
Section
20. 179.12 (1) (intro.) of the statutes is amended to read:
179.12 (1) (intro.) A Except as otherwise provided in this subsection, a certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The department, by rule, may specify a larger fee for certificates that are filed in paper format. No fee may be collected for filing a certificate of amendment to reflect only a change in the name of a registered agent. The certificate of amendment shall specify all of the following:
