AB650,72,1513
(e) The effective date and time of the conversion, if the conversion is to be
14effective other than at the close of business on the date of filing the certificate of
15conversion, as provided under s. 183.0111.
AB650,72,1816
(f) A copy of the articles of incorporation, article of organization, certificate of
17limited partnership or other governing document of the business entity after
18conversion.
AB650,72,2019
(g) Other provisions relating to the conversion, as determined by the business
20entity.
AB650,72,21
21(4) When a conversion is effective, all of the following shall occur:
AB650,73,222
(a) 1. Except with respect to taxation laws of each jurisdiction that are
23applicable upon the conversion of the business entity, the business entity that was
24converted is no longer subject to the applicable law of the jurisdiction that governed
1the organization of the prior form of business entity and is subject to the applicable
2law of the jurisdiction that governs the new form of business entity.
AB650,73,73
2. If the conversion is from or to a business entity under the laws applicable to
4which one or more of the owners thereof is liable for the debts and obligations of such
5business entity, such owner or owners shall be so liable only for debts and obligations
6accrued during the period or periods in which such laws are applicable. This
7subdivision does not affect liability under any taxation laws.
AB650,73,98
(b) The business entity continues to have all liabilities of the business entity
9that was converted.
AB650,73,1710
(c) The business entity continues to be vested with title to all property owned
11by the business entity that was converted without reversion or impairment, provided
12that, if the converting business entity has an interest in real estate in Wisconsin on
13the date of the conversion, the converting business entity shall transfer that interest
14to the business entity surviving the conversion and shall execute any real estate
15transfer return required under s. 77.22. The business entity surviving the
16conversion shall promptly record the instrument of conveyance under s. 59.43 in the
17office of the register of deeds for each county in which the real estate is located.
AB650,73,2018
(d) The articles of incorporation, articles of organization, certificate of limited
19partnership, or other similar governing document, whichever is applicable, of the
20business entity are as provided in the plan of conversion.
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(e) All other provisions of the plan of conversion apply.
AB650,73,24
22(5) After a plan of conversion is submitted and approved, the business entity
23that is to be converted shall deliver to the department for filing a certificate of
24conversion that includes all of the following:
AB650,73,2525
(a) The plan of conversion.
AB650,74,3
1(b) A statement that the plan of conversion was approved in accordance with
2the applicable law of the jurisdiction that governs the organization of the business
3entity.
AB650,74,54
(c) The registered agent and registered office, record agent and record office,
5or other similar agent and office of the business entity before and after conversion.
AB650,74,8
6(6) Any civil, criminal, administrative, or investigatory proceeding that is
7pending by or against a business entity that is converted may be continued by or
8against the business entity after the effective date of conversion.
AB650, s. 190
9Section
190. 184.10 (4) of the statutes is amended to read:
AB650,74,1310
184.10
(4) The department of financial institutions shall collect a fee of $15 for
11filing a statement appointing an agent to receive service of process, an amended and
12restated statement
, or a resignation
, except that the department of financial
13institutions, by rule, may specify a larger fee for documents filed in paper format.
AB650, s. 191
14Section
191. 185.48 (4) of the statutes is amended to read:
AB650,74,1715
185.48
(4) Any report not filed as required by sub. (3) may be filed only upon
16payment to the department of $26
or, if the report is filed in paper format, upon
17payment of such larger fee as the department prescribes by rule.
AB650, s. 192
18Section
192. 185.48 (6) of the statutes is amended to read:
AB650,74,2419
185.48
(6) The Except as otherwise provided in this subsection, the cooperative
20may be restored to good standing by delivering to the department a current annual
21report and by paying the $26 late filing fee plus $15 for each calendar year or part
22thereof during which it was not in good standing, not exceeding a total of $176.
The
23department, by rule, may specify a larger fee for the filing of an annual report in
24paper format.
AB650, s. 193
25Section
193. 185.83 (1) (intro.) of the statutes is amended to read:
AB650,75,2
1185.83
(1) (intro.)
The Except as provided under sub. (1m), the department
2shall charge and collect for:
AB650, s. 194
3Section
194. 185.83 (1) (b) of the statutes is renumbered 185.83 (1) (b) (intro.)
4and amended to read:
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185.83
(1) (b) (intro.) Filing an amendment to or restatement of the articles or
6articles of
merger, consolidation or division, $10,
plus $1.25 for each $1,000 of
7authorized stock not authorized at the time of the amendment, restatement,
8consolidation, or division, except that no fee may be collected for
an any of the
9following:
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101. An amendment showing only a change of address resulting from the action
11of a governmental agency if there is no corresponding change in physical location and
12if 2 copies of the notice of the action are submitted to the department
; and an
13additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time
14of amendment, restatement, merger,
consolidation or division.
AB650, s. 195
15Section
195. 185.83 (1) (b) 2. of the statutes is created to read:
AB650,75,1716
185.83
(1) (b) 2. An amendment filed to reflect only a change in the name of a
17registered agent.
AB650, s. 196
18Section
196. 185.83 (1) (bm) of the statutes is created to read:
AB650,75,1919
185.83
(1) (bm) Filing articles of merger, $30.
AB650, s. 197
20Section
197. 185.83 (1m) of the statutes is created to read:
AB650,75,2221
185.83
(1m) The department, by rule, may specify a larger fee for filing
22documents described in sub. (1) in paper format.
AB650, s. 198
23Section
198. 551.02 (1) of the statutes is renumbered 551.02 (1r).
AB650, s. 199
24Section
199. 551.02 (1g) of the statutes is created to read:
AB650,75,2525
551.02
(1g) "Accredited investor" has the meaning given in
17 CFR 230.501 (a).
AB650, s. 200
1Section
200. 551.23 (8) (g) of the statutes is amended to read:
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551.23
(8) (g) An
individual accredited investor
, as defined by rule of the
3division, if the issuer reasonably believes immediately before the sale that the
4individual accredited investor, either alone or with the individual accredited
5investor's representative, has such knowledge and experience in financial and
6business matters as to be capable of evaluating the merits and risks of the
7prospective investment.
AB650, s. 201
8Section
201. 551.23 (10) of the statutes is amended to read:
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551.23
(10) Any offer or sale of its securities by an issuer having its principal
10office in this state, if the aggregate number of persons holding directly or indirectly
11all of the issuer's securities, after the securities to be issued are sold, does not exceed
1215 25, exclusive of persons under sub. (8), if no commission or other remuneration
13is paid or given directly or indirectly for soliciting any person in this state, except to
14broker-dealers and agents licensed in this state, and if no advertising is published
15unless it has been permitted by the division.
AB650, s. 202
16Section
202. 551.23 (11) (a) of the statutes is amended to read:
AB650,76,2317
551.23
(11) (a) Any transaction pursuant to an offer directed by the offeror to
18not more than
10 25 persons in this state, excluding persons exempt under sub. (8)
19but including persons exempt under sub. (10), during any period of 12 consecutive
20months, whether or not the offeror or any of the offerees is then present in this state,
21if the offeror reasonably believes that all the persons in this state are purchasing for
22investment, and no commission or other remuneration is paid or given directly or
23indirectly for soliciting any person in this state other than those exempt by sub. (8).
AB650, s. 203
24Section
203. 551.31 (1) (d) of the statutes is created to read:
AB650,77,6
1551.31
(1) (d) An agent who is acting exclusively as an agent representing an
2issuer of securities and who makes offers and sales of the issuer's securities in
3transactions that are exempt under s. 551.23 (8) (g) or under a rule of the division
4promulgated under s. 551.23 (18) that specifically exempts transactions involving
5accredited investors and that is based on a model accredited investor exemption
6adopted by the North American Securities Administrators Association.
AB650, s. 204
7Section
204. 611.72 (2) of the statutes is amended to read:
AB650,77,128
611.72
(2) Approval required. No proposed plan of merger under s. 180.1101
, 9or 180.1104
or 180.1107 or other plan for acquisition of control may be submitted to
10the shareholders of any domestic stock insurance corporation or its parent insurance
11holding corporation participating in the transaction or executed unless it has been
12approved by the commissioner.
AB650,77,1714
(1) In the schedule under section 20.005 (3) of the statutes for the appropriation
15to the department of financial institutions under section 20.144 (1) (g) of the statutes,
16as affected by the acts of 2001, the dollar amount is increased by $821,600 for fiscal
17year 2002-03 to carry out the purpose for which the appropriation is made.
AB650,77,2019
(1) This act takes effect on the first day of the 6th month beginning after
20publication.