2003 WISCONSIN ACT
An Act to repeal 180.0825 (2) (a), 180.0825 (5) (a), (b) and (c) to (h) and 180.1105 (1) (a) and (b); to renumber and amend 180.0602 (3); to consolidate, renumber and amend 180.0825 (2) (intro.) and (b); to amend 179.02 (1), 179.76 (4) (c), 179.77 (6) (c), 180.0502 (3), 180.0706 (title), 180.0824 (3), 180.0825 (1), 180.1103 (1), 180.1106 (1) (b), 180.1130 (3) (a) (intro.), 180.1140 (11), 180.1150 (2), 180.1161 (4) (c), 180.1201 (title), 180.1201 (2), 180.1302 (1), 180.1302 (4), 180.1805 (5), 181.1106 (2), 181.1161 (4) (c), 183.1202 (1), 183.1205 (2) and 183.1207 (4) (c); to repeal and recreate 180.1130 (14); and to create 180.0602 (3) (b), 180.0706 (3), 180.0708, 180.0825 (5) (am) and (bm), 180.11045, 180.1105 (1) (am), (bm) and (c) to (f) and 180.1201 (1) (d) of the statutes; relating to: the authority of the board of directors of business corporations and corporate committees; corporate shareholder notices and meetings; mergers, conversions, and other business combinations; the transfer of corporate property to certain affiliates; and naming limited partnerships.
The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:
SB218, s. 1
Section
1. 179.02 (1) of the statutes is amended to read:
179.02 (1) Shall contain, with or without abbreviation, the words "limited partnership".
SB218, s. 2
Section
2. 179.76 (4) (c) of the statutes is amended to read:
179.76 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion 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.
SB218, s. 3
Section
3. 179.77 (6) (c) of the statutes is amended to read:
179.77 (6) (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.
SB218, s. 4
Section
4. 180.0502 (3) of the statutes is amended to read:
180.0502 (3) If the name of a registered agent changes or if the street address of his or her a registered agent's business office, he or she changes, the registered agent may change the name of the registered agent or street address of the registered office of any corporation for which he or, she, or it is the registered agent by notifying. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and by signing, either manually or in facsimile, and delivering deliver to the department for filing a signed statement that complies with sub. (2) and recites that the corporation has been notified of the change.
SB218, s. 5
Section
5. 180.0602 (3) of the statutes is renumbered 180.0602 (3) (a) and amended to read:
180.0602 (3) (a) After the articles of amendment are filed under sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any the distinguishing designation of the class or series and the preferences, limitations, or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The
If the board of directors adopts such a resolution, the corporation shall file with the department revised articles of amendment that comply with sub. (2). A Except as provided in par. (b), a distinguishing designation, preference, limitation, or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the distinguishing designation, preference, limitation, or relative right, except by amendment of the articles of incorporation under s. 180.1003.
SB218, s. 6
Section
6. 180.0602 (3) (b) of the statutes is created to read:
180.0602 (3) (b) 1. Except as otherwise provided in this subdivision, after the articles of amendment are filed under sub. (2), the board of directors may decrease the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The shares specified in the resolution shall resume the status applicable to them immediately before their inclusion in the class or series. The board of directors may not decrease the number of shares under this subdivision below the number of such shares that are then outstanding.
2. After the articles of amendment are filed under sub. (2), if no shares of the class or series that is the subject of the articles of amendment are then outstanding, the board of directors may eliminate from the articles of incorporation all matters set forth in the articles of amendment with respect to that class or series by adopting another resolution for that purpose. The board of directors shall prepare a certificate setting forth the content of any resolution under this subdivision, stating that none of the authorized shares of the class or series are outstanding, and stating that no such shares will be issued under the articles of amendment and shall deliver the signed certificate to the department for filing. A resolution under this subdivision takes effect upon filing of the certificate by the department and has the effect of eliminating from the articles of incorporation all matters set forth in the articles of amendment with respect to the applicable class or series.
3. Except as otherwise provided in this subdivision, after the articles of amendment are filed under sub. (2), the board of directors may increase the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The board of directors may not increase the number of shares under this subdivision to be greater than the total number of authorized shares of the class or series as specified in the articles of incorporation.
SB218, s. 7
Section
7. 180.0706 (title) of the statutes is amended to read:
180.0706 (title) Waiver of and exemption from notice.
SB218, s. 8
Section
8. 180.0706 (3) of the statutes is created to read:
180.0706 (3) (a) Except as provided in par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:
1. Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
2. All, but not less than 2, payments of dividends on securities during a one-year period, or 2 consecutive payments of dividends on securities during a period of more than one year, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
(b) If a shareholder to whom par. (a) applies delivers to the corporation a written notice containing the shareholder's current address, then, beginning 30 days after receipt of the notice by the corporation, the requirement that notice be given to the shareholder is reinstated, until such time as par. (a) may again apply.
SB218, s. 9
Section
9. 180.0708 of the statutes is created to read:
180.0708 Conduct of meeting. Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows:
(1) A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors.
(2) The chairperson shall determine the order of business and the time of adjournment and may establish rules for the conduct of the meeting which the chairperson believes are fair to the interests of all shareholders.
(3) The chairperson shall determine and announce at the meeting the time at which the polls will close for each matter voted upon at the meeting. The polls close at the announced time, except that, if no such announcement is made, the polls close upon final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, or revocations or changes thereto, may be accepted.
SB218, s. 10
Section
10. 180.0824 (3) of the statutes is amended to read:
180.0824 (3) Except as provided in ss. 180.0825 (2) and (3), 180.0831 (4) and 180.0855 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 180.0825, unless the articles of incorporation or bylaws require the vote of a greater number of directors.
SB218, s. 11
Section
11. 180.0825 (1) of the statutes is amended to read:
180.0825 (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have 2 or more members at least one member. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.
SB218, s. 12
Section
12. 180.0825 (2) (intro.) and (b) of the statutes are consolidated, renumbered 180.0825 (2) and amended to read:
180.0825 (2) Except as provided in sub. (3), the creation of a committee, appointment of members to it and designation of alternate members, if any, shall be approved by the greater of the following: (b) The number of directors required by the articles of incorporation or bylaws to take action under s. 180.0824 (3).
SB218, s. 13
Section
13. 180.0825 (2) (a) of the statutes is repealed.
SB218, s. 14
Section
14. 180.0825 (5) (a), (b) and (c) to (h) of the statutes are repealed.
SB218, s. 15
Section
15. 180.0825 (5) (am) and (bm) of the statutes are created to read:
180.0825 (5) (am) Approve or recommend to shareholders for approval any action or matter expressly required by this chapter to be submitted to shareholders for approval.
(bm) Adopt, amend, or repeal any bylaw of the corporation.
SB218, s. 15p
Section 15p. 180.1103 (1) of the statutes is amended to read:
180.1103 (1) Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2), or share exchange for approval by its shareholders.
SB218, s. 15t
Section 15t. 180.11045 of the statutes is created to read:
180.11045 Merger of indirect wholly owned subsidiary or parent. (1) Definitions. In this section:
(a) "Holding company" means a corporation that issues shares under sub. (2) (b) and that, during the period beginning with its incorporation and ending with the consummation of a merger under this section, was at all times a wholly owned subsidiary of the parent corporation that is party to the merger.
(b) "Indirect wholly owned subsidiary" means any of the following:
1. A corporation, all of the outstanding shares of each class of which are, prior to the consummation of a merger under this section, owned by a parent corporation indirectly through one or more business entities.
2. A limited liability company organized under ch. 183, all of the outstanding interests of each class of which are, prior to the consummation of a merger under this section, owned by a parent corporation indirectly through one or more business entities.
(c) "Organizational documents" means, when used in reference to a corporation, the corporation's articles of incorporation and bylaws and, when used in reference to a limited liability company, the limited liability company's operating agreement.
(d) "Parent corporation" means a corporation owning, prior to the consummation of a merger under this section, all of the outstanding shares of each class of another corporation or all of the outstanding interests of each class of another business entity.
(e) "Surviving entity" means the limited liability company or corporation, other than the holding company, surviving a merger under sub. (2).
(f) "Wholly owned subsidiary" means any of the following:
1. A corporation, all of the outstanding shares of each class of which are owned by a corporation indirectly through one or more business entities or directly.
2. A limited liability company organized under ch. 183, all of the outstanding interests of each class of which are owned by a corporation indirectly through one or more business entities or directly.
(2) Merger authorized. Unless the articles of incorporation of the parent corporation specifically provide otherwise, or the parent corporation is a statutory close corporation under ss. 180.1801 to 180.1837, a parent corporation may merge with or into one of its indirect wholly owned subsidiaries pursuant to s. 180.1101 without approval of the shareholders of the parent corporation or the shareholders or members of the indirect wholly owned subsidiary if all of the following conditions are satisfied:
(a) The parent corporation and the indirect wholly owned subsidiary are the only parties to the merger.
(b) Each share or other interest of the parent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal interest of a corporation that was a wholly owned subsidiary of the parent corporation immediately prior to the consummation of the merger having the same designation, preferences, limitations, and relative rights as the share or other interest of the parent corporation outstanding immediately prior to the effective time of the merger.
