179.77 Merger. (1) One or more domestic limited partnerships may merge with or into one or more other business entities if the merger is permitted under the applicable laws of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
(2) The plan of merger shall set forth all of the following:
(a) The name, form of business entity, and identity of the jurisdiction governing each business entity that is a party to the merger and the name, form of business entity, and identity of the jurisdiction of the surviving business entity with, or into, which each other business entity proposes to merge.
(b) The manner and basis of converting the interests in each business entity that is a party to the merger into shares, interests obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or in part.
(3) The plan of merger may set forth any of the following:
(a) Amendments to the certificate of limited partnership or other similar governing document of the surviving business entity.
(b) Other provisions relating to the merger.
(4) After a merger is authorized, and at any time before the articles of merger are filed with the department, the planned merger may be abandoned, subject to any contractual rights, without further action on the part of the shareholders or other owners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the governing body of any business entity that is a party to the merger.
(5) After a plan of merger is approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity, the surviving business entity shall deliver to the department the fee specified under sub. (5m) and articles of merger that include all of the following:
(a) The plan of merger.
(b) A statement that the plan was approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity.
(c) The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger under s. 179.11 (2).
(d) Other provisions relating to the merger, as determined by the surviving business entity.
(5m) The fee for filing articles of merger is $150, except that the department, by rule, may specify a larger fee for filing articles in paper format.
(6) A merger has the following effects:
(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.
(b) 1. If, under the laws applicable to a business entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners.
2. If, under the laws applicable to the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity to the extent provided in such laws, but only for such debts and obligations accrued after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in subd. 1.
(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.
(d) The surviving business entity has all liabilities of each business entity that is party to the merger.
(e) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.
(f) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.
(g) The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or to their rights under the laws applicable to each business entity that is a party to the merger.
(h) If the surviving business entity is a foreign business entity, the department is the agent of the surviving foreign business entity for service of process in a proceeding to enforce any obligation of any business entity that is a party to the merger or the rights of the dissenting members or other owners of each business entity that is a party to the merger.
(i) When a merger takes effect, any surviving foreign business entity of the merger shall promptly pay to the dissenting shareholders of each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to the other domestic business entity.
44,32
Section
32. 179.82 (intro.) of the statutes is amended to read:
179.82 Registration. (intro.) Before transacting business in this state, a foreign limited partnership shall register with the department. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting, except that the department, by rule, may specify a larger fee for applications that are filed in paper format. Each application shall set forth all of the following:
44,33
Section
33. 179.82 (4) of the statutes is amended to read:
179.82 (4) The name and address of an agent for service of process on the foreign limited partnership, who 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 having a place of business and authorized to do business in this state, whose business office is identical with the registered office.
44,34
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34. 179.86 (1) of the statutes is amended to read:
179.86 (1) A foreign limited partnership may cancel its registration by filing with the department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
179.88 Substituted service. Service of process on the department under this subchapter shall be made by serving of duplicate copies of the process on the department, together with the fee established under s. 182.01 (4) (c). The department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization or its principal office, as appearing on the records of the department from information supplied under s. 179.82 (6). The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.
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36. 180.0103 (7g) of the statutes is created to read:
180.0103 (7g) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
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37. 180.0103 (7k) of the statutes is created to read:
180.0103 (7k) "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.
44,38
Section
38. 180.0103 (16) of the statutes is amended to read:
180.0103 (16) "Signed" or "signature" includes
any the execution or adoption of a manual, facsimile, conformed, or electronic signature, or any symbol executed or adopted by a party with present intention to authenticate a writing or electronic transmission, with intent to authenticate a writing.
44,39
Section
39. 180.0121 (1) (a) 4. of the statutes is created to read:
180.0121 (1) (a) 4. An application for a certificate of conversion under s. 180.1161 (5).
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40. 180.0122 (1) (intro.) of the statutes is amended to read:
180.0122 (1) (intro.) The Except as provided under sub. (5), the department shall collect the following fees when the documents described in this subsection are delivered for filing or, under pars. (e) and (f), the telephone applications are made:
44,41
Section
41. 180.0122 (1) (j) of the statutes is amended to read:
180.0122 (1) (j) Subject to sub. (3) (c), domestic corporation's or foreign corporation's statement of change of registered agent or registered office or both, $10.
180.0122 (1) (o) Articles of merger, $150.
180.0122 (1) (x) Annual report of a domestic corporation that is submitted to the department by authorized electronic means, $25; annual report of a domestic corporation that is submitted to the department on paper, $40.
180.0122 (1) (y) Annual report of a foreign corporation that is submitted to the department by authorized electronic means, $65, and annual report submitted to the department on paper, $80, and in case the annual report shows that the foreign corporation employs in this state capital in excess of the amount of capital on which a fee has previously been paid, computed as provided in s. 180.1503, an additional fee which, with previous payments made on account of capital employed in this state, will amount to $2 for each $1,000 or fraction thereof of the excess.
44,45
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45. 180.0122 (1) (yr) of the statutes is created to read:
180.0122 (1) (yr) A certificate of conversion, $150.
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46. 180.0122 (5) of the statutes is created to read:
180.0122 (5) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
44,47
Section
47. 180.0125 (1) of the statutes is amended to read:
180.0125 (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, the 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.
44,47d
Section 47d. 180.0125 (2) (b) of the statutes is amended to read:
180.0125 (2) (b) If a domestic corporation or foreign corporation is in default in the payment of any fee required under s. 180.0122 (1) (a) to (j) or (m) to (ym) (yr), the department shall refuse to file any document relating to the domestic corporation or foreign corporation until all delinquent fees are paid by the domestic corporation or foreign corporation.
44,48
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48. 180.0402 (1) of the statutes is amended to read:
180.0402 (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for under this subsection is available, the department shall reserve the name for the applicant's exclusive use for a 120-day period, which may be renewed by the applicant or a transferee under sub. (2) from time to time. If an application to reserve a name or to renew a reserved name is made by telephone, the department shall cancel the reservation or renewal if the department does not receive the fee required under s. 180.0122 (1) (e) or (f) within 15 business days after the application is made.
44,49
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49. 180.0501 (2) and (3) of the statutes are amended to read:
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, whose business office is identical with the registered office.
(3) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to transact business in this state whose business office is identical with the registered office.
44,50
Section
50. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the statutes is amended to read:
Chapter 180
Subchapter Xi
Merger and, share
exchange, And conversion
44,51
Section
51. 180.1100 of the statutes is created to read:
180.1100 Definitions. In this subchapter:
(1) "Business entity" means a domestic business entity and a foreign business entity.
(2) "Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5).
(3) "Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), 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).
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52. 180.1101 (1) of the statutes is amended to read:
180.1101 (1) One or more corporations may merge into another corporation with or into one or more other business entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by s. 180.1103, its shareholders also approve the plan of merger, and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each such business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
44,53
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53. 180.1101 (2) (a) of the statutes is amended to read:
180.1101 (2) (a) The name of each corporation, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving corporation business entity into which each other corporation business entity plans to merge.
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54. 180.1101 (2) (c) of the statutes is amended to read:
180.1101 (2) (c) The manner and basis of converting the shares of each corporation into shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving corporation business entity or any other corporation business entity or into cash or other property in whole or part.
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55. 180.1101 (3) (a) of the statutes is amended to read:
180.1101 (3) (a) Amendments to the articles of incorporation or other similar governing document of the surviving corporation business entity.
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56. 180.1102 (1) of the statutes is amended to read:
180.1102 (1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation business entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by s. 180.1103, its shareholders also approve the plan of share exchange, and if the share exchange is permitted under the applicable law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity.
44,57
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57. 180.1102 (2) (a) of the statutes is amended to read:
180.1102 (2) (a) The name of the corporation, form of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring corporation business entity.
44,58
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58. 180.1102 (2) (c) of the statutes is amended to read:
180.1102 (2) (c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other corporation business or for cash or other property in whole or part.
44,59
Section
59. 180.1103 (6) of the statutes is amended to read:
180.1103 (6) Merger or share exchange abandoned. After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action on the part of shareholders or other owners, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors or other similar governing body of any other business entity that is a party to the merger.
44,60
Section
60. 180.1104 (title) of the statutes is amended to read:
