SB55-ASA1-AA1,998,14 11(2) (a) A business entity other than a domestic corporation may convert to a
12domestic corporation if it satisfies the requirements under this section and if the
13conversion is permitted under the applicable law of the jurisdiction that governs the
14business entity.
SB55-ASA1-AA1,998,1715 (b) A business entity other than a domestic corporation shall use the procedures
16that govern the submission and approval of a plan of conversion of the jurisdiction
17that governs the business entity.
SB55-ASA1-AA1,998,18 18(3) A plan of conversion shall set forth all of the following:
SB55-ASA1-AA1,998,2019 (a) The name, form of business entity, and the identity of the jurisdiction
20governing the business entity that is to be converted.
SB55-ASA1-AA1,998,2221 (b) The name, form of business entity, and the identity of the jurisdiction that
22will govern the new business entity.
SB55-ASA1-AA1,998,2323 (c) The terms and conditions of the conversion.
SB55-ASA1-AA1,999,3
1(d) The manner and basis of converting the shares or other ownership interests
2of the business entity that are to be converted into the shares or other ownership
3interests of the new business entity.
SB55-ASA1-AA1,999,54 (e) The delayed effective date of the conversion under s. 180.0123 (2), if
5applicable.
SB55-ASA1-AA1,999,86 (f) If a business entity other than a domestic corporation is converting to a
7domestic corporation, a copy of the articles of incorporation of the new domestic
8corporation.
SB55-ASA1-AA1,999,99 (g) Other provisions relating to the conversion.
SB55-ASA1-AA1,999,10 10(4) A conversion is effective when all of the following occur:
SB55-ASA1-AA1,999,1511 (a) Except with respect to taxation laws of each jurisdiction that are applicable
12upon the conversion of the business entity, the business entity that is to be converted
13is no longer subject to the applicable law of the jurisdiction that governed the
14organization of the business entity and is subject to the applicable law of the
15jurisdiction that governs the new business entity.
SB55-ASA1-AA1,999,1716 (b) The new business entity has assumed all liabilities of the business entity
17that is to be converted.
SB55-ASA1-AA1,999,1918 (c) The new business entity is vested with title to all property owned by the
19business entity that is to be converted without reversions or impairment.
SB55-ASA1-AA1,999,2320 (d) The articles of incorporation, articles of organization, bylaws, operating
21agreement, certificate of limited partnership, or other similar governing document,
22whichever is applicable, of the new business entity are amended as provided in the
23plan of conversion.
SB55-ASA1-AA1,999,2424 (e) All other provisions of the plan of conversion apply.
SB55-ASA1-AA1,1000,3
1(5) After a plan of conversion is submitted and approved, the business entity
2that is to be converted shall deliver to the department for filing a certificate of
3conversion that includes all of the following:
SB55-ASA1-AA1,1000,44 (a) The plan of conversion.
SB55-ASA1-AA1,1000,75 (b) A statement that the plan of conversion was approved in accordance with
6the applicable law of the jurisdiction that governs the organization of the business
7entity.
SB55-ASA1-AA1,1000,98 (c) The delayed effective date of the conversion under s. 180.0123 (2), if
9applicable.
SB55-ASA1-AA1,1000,1210 (d) If a business entity other than a domestic corporation is converting to a
11domestic corporation, a copy of the articles of incorporation of the new domestic
12corporation.
SB55-ASA1-AA1,1000,1613 (e) If a domestic corporation is to be converted to another form of business
14entity, a copy of the articles of incorporation, articles of organization, bylaws,
15operating agreement, certificate of limited partnership, or other similar governing
16document, whichever is applicable, of the new business entity.
SB55-ASA1-AA1,1000,20 17(6) Any civil, criminal, administrative, or investigatory proceeding that is
18pending against a business entity that is to be converted may be continued against
19the business entity after the effective date of conversion or against the new business
20entity.".
SB55-ASA1-AA1,1000,21 211518. Page 984, line 10: after that line insert:
SB55-ASA1-AA1,1000,22 22" Section 2923g. 181.0850 (2) of the statutes is amended to read:
SB55-ASA1-AA1,1001,223 181.0850 (2) Professionals and experts. Legal counsel, certified public
24accountants licensed or certified under ch. 442, or other persons as to matters the

1director or officer believes in good faith are within the person's professional or expert
2competence.
SB55-ASA1-AA1, s. 2923r 3Section 2923r. 181.1620 (2) (intro.) of the statutes is amended to read:
SB55-ASA1-AA1,1001,94 181.1620 (2) (intro.) Accountant's Certified public accountant's report or
5officer's statement.
If annual financial statements are reported upon by a certified
6public accountant licensed or certified under ch. 442, the certified public
7accountant's report must accompany them. If not, the statements must be
8accompanied by a statement of the president or the person responsible for the
9corporation's financial accounting records that includes all of the following:".
SB55-ASA1-AA1,1001,10 101519. Page 985, line 2: after that line insert:
SB55-ASA1-AA1,1001,11 11" Section 2924p. 182.70 (1) (d) of the statutes is amended to read:
SB55-ASA1-AA1,1001,1312 182.70 (1) (d) "Department" means the department of natural resources
13environmental management.
SB55-ASA1-AA1, s. 2924r 14Section 2924r. 182.70 (3) (a) 1. of the statutes is amended to read:
SB55-ASA1-AA1,1002,415 182.70 (3) (a) 1. The company may create, acquire or lease an entire reservoir
16project or otherwise maintain, operate or control a system of water reservoirs located
17in or along the Wisconsin river River. These reservoirs shall be located north of
18township 37 north in or along the Wisconsin River, and in or along any tributary of
19the Wisconsin River that discharges into the river at any point north of the south line
20of township 23 north. The company may create, acquire, maintain and operate
21waterways to divert flood waters from or to the Wisconsin River to or from reservoirs
22on other rivers. Diversion of flood waters shall be subject to approval by the
23department, in consultation with the department of fish, wildlife, parks, and
24forestry
. The company may construct, acquire and maintain dams, booms and other

1structures in, along or across this portion of the Wisconsin River and its tributaries
2to accomplish the purposes of this section. The company may clean out, straighten,
3deepen or otherwise improve any tributary to improve navigation of the tributary or
4of the Wisconsin River, or to prevent injury to property bordering on the rivers.
SB55-ASA1-AA1, s. 2924t 5Section 2924t. 182.71 (1) (c) of the statutes is amended to read:
SB55-ASA1-AA1,1002,76 182.71 (1) (c) "Department" means the department of natural resources
7environmental management.
SB55-ASA1-AA1, s. 2924v 8Section 2924v. 182.71 (7) of the statutes is amended to read:
SB55-ASA1-AA1,1002,139 182.71 (7) (a) The commission shall appraise and fix the price of any dam, land
10or flowage rights to be purchased by the company under this section. The
11commission shall approve any lease of property by the company prior to the payment
12of rent. The commission may require the department or the department of fish,
13wildlife, parks, and forestry
to aid in appraising the value of the land.
SB55-ASA1-AA1,1002,2314 (b) If the company intends to acquire and overflow property, the commission
15shall approve the need to overflow the property. The department, in consultation
16with the department of fish, wildlife, parks, and forestry shall mark the height to
17which any dam may raise the water level by permanent monuments and bench
18marks, shall supervise and control the time and extent of the drawing of water from
19the reservoirs, and may compel the maintenance of all reservoirs established. The
20commission and the department may employ, at the expense of the company,
21hydraulic engineers and other persons to assist in obtaining information necessary
22to enforce this section. The cost of hiring the engineers shall be included as a part
23of the cost of construction or maintenance and operation of the reservoir system.".
SB55-ASA1-AA1,1002,24 241520. Page 985, line 2: after that line insert:
SB55-ASA1-AA1,1003,1
1" Section 2925c. 183.0109 (1) (a) 5. of the statutes is created to read:
SB55-ASA1-AA1,1003,32 183.0109 (1) (a) 5. An application for a certificate of conversion under s.
3183.1207 (5).
SB55-ASA1-AA1, s. 2925r 4Section 2925r. 183.0114 (1) (mp) of the statutes is created to read:
SB55-ASA1-AA1,1003,55 183.0114 (1) (mp) A certificate of conversion filed under s. 183.1207 (5), $150.".
SB55-ASA1-AA1,1003,6 61521. Page 985, line 9: after that line insert:
SB55-ASA1-AA1,1003,7 7" Section 2932h. 185.61 (1) of the statutes is amended to read:
SB55-ASA1-AA1,1003,108 185.61 (1) (a) If otherwise lawful, any 2 or more associations may merge or
9consolidate under this chapter or under the law of the state where the surviving or
10new association will exist.
SB55-ASA1-AA1,1003,17 11(b) Before a cooperative may merge or consolidate with any other association,
12a written plan of merger or consolidation shall be prepared by the board or by a
13committee selected by the board or the members for that purpose. The plan shall set
14forth all the terms of the merger or consolidation, including any provisions for
15abandonment of the plan, and the proposed effect of the plan on all members and
16stockholders of the cooperative, including the treatment of the equity interest of the
17members upon merger or consolidation
.
SB55-ASA1-AA1,1003,19 18(c) In case of consolidation, the plan of consolidation shall also contain the
19articles of the new association.
SB55-ASA1-AA1, s. 2932r 20Section 2932r. 185.62 (5) of the statutes is created to read:
SB55-ASA1-AA1,1004,921 185.62 (5) The surviving association, in the case of a merger, or the new
22association, in the case of consolidation, shall prepare an annual report on the
23implementation of any provision in the plan of merger or consolidation to retire or
24repurchase the equity interest of any member that was affected by the merger or

1consolidation. The report shall be kept in the principal office of the surviving
2association, in the case of a merger, or in the principal office of the new association,
3in the case of consolidation, and shall be available for inspection by any member
4whose equity interest was affected by the merger or consolidation. The surviving
5association, in the case of a merger, or the new association, in the case of
6consolidation, shall prepare the report until such time that the implementation of
7any provision in the plan of merger or consolidation to retire or repurchase the equity
8interest of any member that was affected by the merger or consolidation is
9complete.".
SB55-ASA1-AA1,1004,10 101522. Page 985, line 9: after that line insert:
SB55-ASA1-AA1,1004,11 11" Section 2932m. 185.363 (2) of the statutes is amended to read:
SB55-ASA1-AA1,1004,1412 185.363 (2) Legal counsel, certified public accountants licensed or certified
13under ch. 442,
or other persons as to matters the director or officer believes in good
14faith are within the person's professional or expert competence.".
SB55-ASA1-AA1,1004,15 151523. Page 985, line 9: after that line insert:
SB55-ASA1-AA1,1004,16 16" Section 2928L. 183.0204 of the statutes is repealed and recreated to read:
SB55-ASA1-AA1,1004,19 17183.0204 Effect of delivery or filing of articles of organization and
18other documents.
(1) (a) A limited liability company is formed when the articles
19of organization become effective under s. 183.0111.
SB55-ASA1-AA1,1004,2120 (b) The department's filing of the articles of organization is conclusive proof
21that the limited liability company is organized and formed under this chapter.
SB55-ASA1-AA1,1005,222 (c) The status of a limited liability company as a limited liability company or
23as a foreign limited liability company registered to transact business in this state and
24the liability of any member of any such limited liability company is not adversely

1affected by errors or subsequent changes in any information stated in any filing
2made under this chapter.
SB55-ASA1-AA1,1005,6 3(2) The department's filing of the articles of organization of a foreign limited
4liability company under s. 183.1004 shall be considered the certificate of authority
5for that foreign limited liability company to transact business in this state and is
6notice of all other facts set forth in the registration statement.
SB55-ASA1-AA1,1005,15 7(3) (a) If a limited liability company or a foreign limited liability company that
8is registered to transact business in this state dissolves, but its business continues
9without winding up and without liquidating the company, the status of the limited
10liability company or foreign limited liability company before dissolution shall
11continue to be applicable to the company as it continues its business, and the
12company shall not be required to make any new filings under this chapter. Any
13filings made by such a limited liability company or foreign limited liability company
14before dissolution shall be considered to have been filed by the company while it
15continues its business.
SB55-ASA1-AA1,1005,2016 (b) If a limited liability company or a foreign limited liability company that is
17registered to transact business in this state dissolves, any filings made by the
18company before dissolution remain in effect as to the company and its members
19during the period of winding up and to the members during the period after the
20company's liquidation or termination with respect to the liabilities of the company.
SB55-ASA1-AA1, s. 2928n 21Section 2928n. 183.0404 (2) (fm) of the statutes is created to read:
SB55-ASA1-AA1,1005,2222 183.0404 (2) (fm) Convert to a new form of business entity under s. 183.1207.
SB55-ASA1-AA1, s. 2929b 23Section 2929b. 183.0504 of the statutes is created to read:
SB55-ASA1-AA1,1006,4 24183.0504 Series of members, managers, or limited liability company
25interests.
An operating agreement may establish, or provide for the establishment

1of, designated series or classes of members, managers, or limited liability company
2interests that have separate or different preferences, limitations, rights, or duties,
3with respect to profits, losses, distributions, voting, property, or other incidents
4associated with the limited liability company.
SB55-ASA1-AA1, s. 2929bm 5Section 2929bm. 183.0802 (3) of the statutes is amended to read:
SB55-ASA1-AA1,1006,206 183.0802 (3) (a) Except as provided in par. (b), unless an operating agreement
7provides that a member does not have the power to withdraw by voluntary act from
8a limited liability company, the
a member may do so voluntarily withdraw from a
9limited liability company
at any time by giving written notice to the other members,
10or on any other terms as are provided in an operating agreement. If the member has
11the power to withdraw but the withdrawal is a breach of an operating agreement or

12the withdrawal occurs as a result of otherwise wrongful conduct of the member, the
13limited liability company may recover from the withdrawing member damages for
14breach of the operating agreement or
as a result of the wrongful conduct and may
15offset the damages against the amount otherwise distributable to the member, in
16addition to pursuing any remedies provided for in an operating agreement or
17otherwise available under applicable law. Unless otherwise provided in an operating
18agreement, in the case of a limited liability company for a definite term or particular
19undertaking, a withdrawal by a member before the expiration of that term or
20completion of that undertaking is a breach of the operating agreement.
SB55-ASA1-AA1,1007,1021 (b) If a member acquired an interest in a limited liability company for no or
22nominal consideration or owns an interest as to which the power to withdraw is
23restricted in the operating agreement
, the member may withdraw from the limited
24liability company, or with respect to the interest, only in accordance with the
25operating agreement and only at the time or upon the occurrence of an event

1specified in the operating agreement. If the operating agreement does not specify the
2time or the event upon the occurrence of which the member may withdraw, a member
3who acquired an interest in the limited liability company for no or nominal
4consideration may not withdraw prior to the time for the dissolution and
5commencement of winding up of the limited liability company without the written
6consent of all members of the limited liability company. Unless otherwise provided
7in an operating agreement, in the case of a limited liability company that is organized
8for a definite term or particular undertaking, the operating agreement shall be
9considered to provide that a member may not withdraw before the expiration of that
10term or completion of that undertaking.
SB55-ASA1-AA1, s. 2929c 11Section 2929c. 183.0901 (4) (intro.) of the statutes is amended to read:
SB55-ASA1-AA1,1007,1412 183.0901 (4) (intro.) An For a limited liability company organized before the
13effective date of this subsection .... [revisor inserts date], an
event of dissociation of
14a member, unless any of the following applies:
SB55-ASA1-AA1, s. 2929d 15Section 2929d. 183.1001 (1) of the statutes is amended to read:
SB55-ASA1-AA1,1007,2516 183.1001 (1) The laws of the state or other jurisdiction under which a foreign
17limited liability company is organized shall govern its organization and internal
18affairs and the liability and authority of its managers and members, regardless of
19whether the foreign limited liability company obtained or should have obtained a
20certificate of registration under this chapter, except that a foreign limited liability
21company that has filed a certificate of conversion under s. 183.1207 (5) to become a
22domestic limited liability company shall be subject to the requirements of this
23chapter governing domestic limited liability companies on the effective date of the
24conversion and shall not be subject to the requirements of this chapter governing
25foreign limited liability companies
.
SB55-ASA1-AA1, s. 2929f
1Section 2929f. Subchapter XII (title) of chapter 183 [precedes 183.1200] of the
2statutes is amended to read:
SB55-ASA1-AA1,1008,33 Chapter 183
SB55-ASA1-AA1,1008,54 Subchapter XIi
5 Merger And conversion
SB55-ASA1-AA1, s. 2929n 6Section 2929n. 183.1200 of the statutes is created to read:
SB55-ASA1-AA1,1008,7 7183.1200 Definitions. In this subchapter:
SB55-ASA1-AA1,1008,9 8(1) "Business entity" means a domestic business entity and a foreign business
9entity.
SB55-ASA1-AA1,1008,12 10(2) "Domestic business entity" includes a corporation, a domestic limited
11liability company, a limited partnership, as defined in s. 179.01 (7), or a nonstock
12corporation, as defined in s. 181.0103 (18).
SB55-ASA1-AA1,1008,15 13(3) "Foreign business entity" includes a foreign limited liability company, a
14foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as
15defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).
SB55-ASA1-AA1, s. 2929r 16Section 2929r. 183.1207 of the statutes is created to read:
SB55-ASA1-AA1,1008,21 17183.1207 Conversion. (1) (a) A domestic limited liability company may
18convert to another form of business entity if it satisfies the requirements under this
19section and if the conversion is permitted under the applicable law of the jurisdiction
20that governs the organization of the business entity into which the domestic limited
21liability company is converting.
SB55-ASA1-AA1,1009,222 (b) In addition to satisfying any applicable legal requirements of the
23jurisdiction that governs the organization of the business entity into which the
24domestic limited liability company is converting and that relate to the submission
25and approval of a plan of conversion, the domestic limited liability company shall use

1the procedures that govern a plan of merger under s. 183.1202 for the submission and
2approval of a plan of conversion.
SB55-ASA1-AA1,1009,6 3(2) (a) A business entity other than a domestic limited liability company may
4convert to a domestic limited liability company if it satisfies the requirements under
5this section and if the conversion is permitted under the applicable law of the
6jurisdiction that governs the business entity.
SB55-ASA1-AA1,1009,97 (b) A business entity other than a domestic limited liability company shall use
8the procedures that govern the submission and approval of a plan of conversion of
9the jurisdiction that governs the business entity.
SB55-ASA1-AA1,1009,10 10(3) A plan of conversion shall set forth all of the following:
SB55-ASA1-AA1,1009,1211 (a) The name, form of business entity, and the identity of the jurisdiction
12governing the business entity that is to be converted.
SB55-ASA1-AA1,1009,1413 (b) The name, form of business entity, and the identity of the jurisdiction that
14will govern the new business entity.
SB55-ASA1-AA1,1009,1515 (c) The terms and conditions of the conversion.
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