SB333: Bill Text

SB333, s. 90 Section 90. 180.1532 (1) of the statutes is amended to read:

SB333,41,11 180.1532 (1) A foreign corporation may appeal the department's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate the notice of revocation is perfected takes effect under s. 180.1510 180.0141 (5) (a). The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the department's certificate notice of revocation.

SB333, s. 91 Section 91. 180.1709 of the statutes is repealed.

SB333, s. 92 Section 92. 181.0103 (7) of the statutes is repealed and recreated to read:

SB333,41,16 181.0103 (7) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

SB333, s. 93 Section 93. 181.0103 (10m) and (10p) of the statutes are created to read:

SB333,41,19 181.0103 (10m) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

SB333,41,22 (10p) "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.

SB333, s. 94 Section 94. 181.0103 (23) of the statutes is repealed and recreated to read:

SB333,41,25 181.0103 (23) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

SB333, s. 95 Section 95. 181.0121 (1) (a) 4. of the statutes is created to read:

SB333,42,3 181.0121 (1) (a) 4. An application for a certificate of conversion under s. 181.1161 (5).

SB333, s. 96 Section 96. 181.0122 (1) (intro.) of the statutes is amended to read:

SB333,42,8 181.0122 (1) Filing fee schedule. (intro.) The Except as provided under sub. (5), the department shall collect the following fees when the documents described in this subsection are delivered to the department for filing or, under pars. (e) and (f), when the telephone applications are made:

SB333, s. 97 Section 97. 181.0122 (1) (j) of the statutes is amended to read:

SB333,42,12 181.0122 (1) (j) Subject to sub. (3) (e), domestic corporation's or foreign corporation's statement of change of a registered agent or a registered office, or both, $10.

SB333, s. 98 Section 98. 181.0122 (1) (o) of the statutes is repealed and recreated to read:

SB333,42,14 181.0122 (1) (o) Articles of merger, $150.

SB333, s. 99 Section 99. 181.0122 (1) (yr) of the statutes is created to read:

SB333,42,16 181.0122 (1) (yr) A certificate of conversion, $150.

SB333, s. 100 Section 100. 181.0122 (5) of the statutes is created to read:

SB333,42,19 181.0122 (5) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

SB333, s. 101 Section 101. 181.0402 (1) of the statutes is amended to read:

SB333,43,7 181.0402 (1) Reservation of names. 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. 181.0122 (1) (e) or (f) within 15 business days after the application is made.

SB333, s. 102 Section 102. 181.0501 (2) of the statutes is amended to read:

SB333,43,12 181.0501 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state, whose business office is identical with the registered office.

SB333, s. 103 Section 103. 181.0501 (3) of the statutes is amended to read:

SB333,43,17 181.0501 (3) Foreign entities. A foreign corporation, stock 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.

SB333, s. 104 Section 104. Subchapter XI (title) of chapter 181 [precedes 181.1100] of the statutes is amended to read:

SB333,43,20 Chapter 181

SB333,43,22 Subchapter Xi Merger; conversion

SB333, s. 105 Section 105. 181.1100 of the statutes is created to read:

SB333,43,24 181.1100 Definitions. In this subchapter:

SB333,44,2 (1) "Business entity" means a domestic business entity and a foreign business entity.

SB333,44,5 (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), 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).

SB333,44,9 (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).

SB333, s. 106 Section 106. 181.1101 (1) of the statutes is amended to read:

SB333,44,16 181.1101 (1) In general. One or more corporations may merge into a corporation or a stock corporation, with or into one or more other business entities if the plan of merger is approved as provided in s. 181.1103 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 business entity approves the plan of merger in the manner required by the laws applicable to the business entity.

SB333, s. 107 Section 107. 181.1101 (2) (a) of the statutes is amended to read:

SB333,44,22 181.1101 (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.

SB333, s. 108 Section 108. 181.1101 (2) (d) of the statutes is amended to read:

SB333,45,3 181.1101 (2) (d) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or the 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 business entity or any other corporation business entity or into cash or other property in whole or part.

SB333, s. 109 Section 109. 181.1101 (3) (a) of the statutes is amended to read:

SB333,45,8 181.1101 (3) (a) If the surviving corporation is a domestic corporation, amendments Amendments to the articles of incorporation or bylaws other similar governing document of the surviving corporation to be effected by the planned merger business entity.

SB333, s. 110 Section 110. 181.1103 (6) of the statutes is amended to read:

SB333,45,16 181.1103 (6) Abandonment of planned merger. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board or other similar governing body of any other business entity that is a party to the merger.

SB333, s. 111 Section 111. 181.1104 (title) of the statutes is amended to read:

SB333,45,18 181.1104 (title) Merger of subsidiary or parent.

SB333, s. 112 Section 112. 181.1104 (1) of the statutes is amended to read:

SB333,45,24 181.1104 (1) Member approval not required. A parent corporation that is a member with at least 90% of the voting rights in a subsidiary corporation may merge the subsidiary into itself the parent or the parent into the subsidiary without approval of the members of the parent or the members or other owners of the subsidiary.

SB333, s. 113 Section 113. 181.1104 (2) (b) of the statutes is amended to read:

SB333,46,4 181.1104 (2) (b) The manner and basis of converting the memberships of the subsidiary or parent into memberships or other interests of the parent surviving business entity or any other corporation business entity or into cash or other property in whole or part.

SB333, s. 114 Section 114. 181.1104 (3) of the statutes is amended to read:

SB333,46,8 181.1104 (3) Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member or other owner of the subsidiary merging business entity who does not waive the mailing requirement in writing.

SB333, s. 115 Section 115. 181.1104 (4) of the statutes is amended to read:

SB333,46,13 181.1104 (4) Filing with department. The parent may not deliver articles of merger to the department for filing until at least 30 10 days after the date on which it mailed a copy of the plan of merger to each member or other owner of the subsidiary merging business entity who did not waive the mailing requirement.

SB333, s. 116 Section 116. 181.1105 (intro.) of the statutes is amended to read:

SB333,46,20 181.1105 Articles of merger. (intro.) After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring corporation business entity shall deliver to the department for filing articles of merger that include all of the following information:

SB333, s. 117 Section 117. 181.1105 (2) of the statutes is amended to read:

SB333,46,25 181.1105 (2) If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.

SB333, s. 118 Section 118. 181.1105 (3) (c) of the statutes is created to read:

SB333,47,4 181.1105 (3) (c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.

SB333, s. 119 Section 119. 181.1105 (5) of the statutes is created to read:

SB333,47,8 181.1105 (5) Effective date and time. 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, as provided under s. 181.0123.

SB333, s. 120 Section 120. 181.1105 (6) of the statutes is created to read:

SB333,47,11 181.1105 (6) Other matters. Other provisions relating to the merger, as determined by the surviving business entity.

SB333, s. 121 Section 121. 181.1106 (1) of the statutes is amended to read:

SB333,47,16 181.1106 (1) Termination of separate existence. Every other corporation business entity that is a party to the merger merges into the surviving corporation business entity, and the separate existence of every corporation business entity, except the surviving corporation business entity, ceases.

SB333, s. 122 Section 122. 181.1106 (1m) of the statutes is created to read:

SB333,47,23 181.1106 (1m) Debts and obligations. If the merger is with or into a business entity under the laws applicable to which one or more of the owners of the business entity is liable for the debts and obligations of the business entity, the owner or owners are so liable only for the debts and obligations accrued during the period or periods in which such laws are applicable. This subsection does not affect liability under any taxation laws.

SB333, s. 123 Section 123. 181.1106 (2) of the statutes is amended to read:

SB333,48,10 181.1106 (2) Title to property. The title to all real estate and other property owned by each corporation business entity that is a party to the merger is vested in the surviving corporation business entity without reversion or impairment subject to any conditions to which the property was subject before the merger, 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.

SB333, s. 124 Section 124. 181.1106 (3) of the statutes is repealed and recreated to read:

SB333,48,13 181.1106 (3) Liabilities. The surviving business entity has all liabilities of each business entity that is a party to the merger.

SB333, s. 125 Section 125. 181.1106 (4) of the statutes is amended to read:

SB333,48,19 181.1106 (4) Pending proceedings. A civil, criminal, administrative, or investigatory proceeding pending by or against any corporation business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving corporation business entity may be substituted in the proceeding for the corporation business entity whose existence ceased.

SB333, s. 126 Section 126. 181.1106 (5) of the statutes is repealed and recreated to read:

SB333,48,24 181.1106 (5) Articles of incorporation or other similar governing document. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document shall be amended to the extent provided in the plan of merger.

SB333, s. 127 Section 127. 181.1106 (6) of the statutes is created to read:

SB333,49,6 181.1106 (6) Ownership interests. 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 under laws applicable to each business entity that is party to the merger.

SB333, s. 128 Section 128. 181.1107 (2) of the statutes is amended to read:

SB333,49,11 181.1107 (2) Effect of merger. Upon the merger taking effect, the any surviving foreign corporation or foreign stock corporation business entity is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.

SB333, s. 129 Section 129. 181.1108 of the statutes is amended to read:

SB333,49,17 181.1108 Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation business entity and that takes effect or remains payable after the merger, inures to the surviving corporation business entity unless the will or other instrument otherwise specifically provides.

SB333, s. 130 Section 130. 181.1161 of the statutes is created to read:

SB333,49,22 181.1161 Conversion. (1) (a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.

SB333,50,3 (b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion.

SB333,50,7 (2) (a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.

SB333,50,10 (b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.