SB333: Bill Text

SB333, s. 124 Section 124. 181.1106 (3) of the statutes is repealed and recreated to read: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SB333, s. 126 Section 126. 181.1106 (5) of the statutes is repealed and recreated to read: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.

SB333,50,11 (3) A plan of conversion shall set forth all of the following:

SB333,50,13 (a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.

SB333,50,15 (b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.

SB333,50,16 (c) The terms and conditions of the conversion.

SB333,50,19 (d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.

SB333,50,22 (e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 181.0123.

SB333,50,25 (f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.

SB333,51,2 (g) Other provisions relating to the conversion, as determined by the business entity.

SB333,51,3 (4) When a conversion is effective, all of the following shall occur:

SB333,51,8 (a) 1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.

SB333,51,13 2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall be so liable only for debts and obligations accrued during the period or periods in which such laws are applicable. This subdivision does not affect liability under any taxation laws.

SB333,51,15 (b) The business entity continues to have all liabilities of the business entity that was converted.

SB333,51,23 (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.

SB333,52,3 (d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.

SB333,52,4 (e) All other provisions of the plan of conversion apply.

SB333,52,7 (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:

SB333,52,8 (a) The plan of conversion.

SB333,52,11 (b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.

SB333,52,14 (c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion.

SB333,52,17 (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.

SB333, s. 131 Section 131. 181.1403 (1) (e) of the statutes is repealed and recreated to read:

SB333,52,21 181.1403 (1) (e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution.

SB333, s. 132 Section 132. 181.1421 (1) of the statutes is amended to read:

SB333,53,3 181.1421 (1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department shall give the corporation written notice of the department's determination by certified first-class mail, return receipt requested, addressed to the corporation's registered agent and to the corporation's principal office, as most recently designated on the records of the department.

SB333, s. 133 Section 133. 181.1421 (2) of the statutes is repealed and recreated to read:

SB333,53,8 181.1421 (2) Secondary notices. (a) If a notice under sub. (1) is returned to the department as undeliverable, the department shall again give the corporation notice by first-class mail, addressed to the principal office of the corporation, as most recently designated in the records of the department.

SB333,53,12 (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

SB333, s. 134 Section 134. 181.1421 (4) (b) of the statutes is amended to read:

SB333,53,20 181.1421 (4) (b) If the corporation fails to satisfy par. (a), the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites each ground for dissolution and its effective date. The department shall file the original of the certificate and shall provide notice to enter a notation in the department's records to reflect each ground for dissolution and the effective date of dissolution and shall give the corporation of the certificate notice of those facts in the same manner as a notice of determination under subs. (1) and (2).

SB333, s. 135 Section 135. 181.1422 (2) (a) (intro.) of the statutes is amended to read:

SB333,53,24 181.1422 (2) (a) (intro.) The department shall cancel the certificate notice of dissolution and issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

SB333, s. 136 Section 136. 181.1423 (2) of the statutes is amended to read:

SB333,54,7 181.1423 (2) Time for appeal of denial. The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected. The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's certificate notice of dissolution, the corporation's application for reinstatement, and the department's notice of denial.

SB333, s. 137 Section 137. 181.1504 (1) (b) of the statutes is amended to read:

SB333,54,9 181.1504 (1) (b) The Its date of incorporation or the period of its duration.

SB333, s. 138 Section 138. 181.1507 (2) of the statutes is amended to read:

SB333,54,14 181.1507 (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. 139 Section 139. 181.1507 (3) of the statutes is amended to read:

SB333,54,19 181.1507 (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. 140 Section 140. 181.1531 (1) of the statutes is amended to read:

SB333,54,25 181.1531 (1) Notice of proceeding by department. If the department determines that one or more grounds exist under s. 181.1530 (1) for revocation of a certificate of authority, the department shall serve give the foreign corporation under s. 181.1510 with written notice of the determination , addressed to the foreign corporation's registered agent.

SB333, s. 141 Section 141. 181.1531 (2) (a), (b) and (c) 1. (intro.) of the statutes are amended to read:

SB333,55,6 181.1531 (2) (a) Within 60 days after service of the notice is perfected under s. 181.1510 takes effect, the foreign corporation shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

SB333,55,13 (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by issuing a certificate of revocation that recites entering a notation in the department's records to reflect each ground for revocation and the certificate's effective date of revocation. The department shall file the original certificate and serve a copy on give notice of those facts to the foreign corporation in the same manner as a notice of determination under s. 181.1510 subs. (1) and (2).

SB333,55,17 (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked, the department shall reinstate the certificate of authority if the foreign corporation does all of the following within 6 months after the effective date of the certificate of revocation:

SB333, s. 142 Section 142. 181.1531 (2g) of the statutes is created to read:

SB333,55,22 181.1531 (2g) Secondary notices. (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give written notice to the foreign corporation, addressed to the principal office of the foreign corporation, as most recently designated in the records of the department.

SB333,56,2 (b) If the notice under par. (a) is returned to the department as undeliverable or if the corporation's principal office cannot be determined from the records of the department, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

SB333, s. 143 Section 143. 181.1531 (2r) of the statutes is created to read:

SB333,56,5 181.1531 (2r) Effective date of notice. A notice under sub. (1), (2) (b), or (2g) (a) takes effect at the earliest of the following:

SB333,56,6 (a) When received.

SB333,56,8 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB333,56,11 (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

SB333, s. 144 Section 144. 181.1531 (3) of the statutes is amended to read:

SB333,56,16 181.1531 (3) Effect of revocation. The authority of a foreign corporation to transact business in this state, ends on the effective date shown on the certificate revoking of revocation of its certificate of authority, as reflected in the records of the department.

SB333, s. 145 Section 145. 181.1532 (1) of the statutes is amended to read:

SB333,56,25 181.1532 (1) Right to appeal. A foreign corporation may appeal the department's revocation of its certificate of authority under s. 181.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none exists in this state, its registered office is located, within 30 days after service of the certificate the effective date of the notice of revocation is perfected under s. 181.1510. 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. 146 Section 146. 183.0104 (1) of the statutes is amended to read:

SB333,57,13 183.0104 (1) A person may reserve the exclusive use of a limited liability company name, including a fictitious name for a foreign limited liability company whose name is not available, by delivering an application to the department for filing or by making a telephone application. The application shall include the applicant's name and address and the name proposed to be reserved. If the department finds that the 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. 183.0114 (1) (e) or (f) within 10 business days after the day on which the application is made.

SB333, s. 147 Section 147. 183.0105 (1) (b) of the statutes is amended to read:

SB333,57,18 183.0105 (1) (b) A domestic corporation, a domestic limited liability company, limited partnership, registered limited liability partnership, or a nonstock corporation organized or registered in this state, whose business office is identical with the registered office.

SB333, s. 148 Section 148. 183.0105 (1) (c) of the statutes is amended to read:

SB333,57,23 183.0105 (1) (c) A foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or a foreign limited liability company, that is authorized to transact business in this state and, whose business office is identical with the registered office.

SB333, s. 149 Section 149. 183.0107 (1) of the statutes is renumbered 183.0107 (1r).

SB333, s. 150 Section 150. 183.0107 (1g) of the statutes is created to read:

SB333,58,1 183.0107 (1g) In this section:

SB333,58,2 (a) "Electronic" has the meaning given in s. 183.0108 (1g) (b).

SB333,58,5 (b) "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.

SB333,58,7 (c) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

SB333, s. 151 Section 151. 183.0108 (1) of the statutes is renumbered 183.0108 (1r).

SB333, s. 152 Section 152. 183.0108 (1g) of the statutes is created to read:

SB333,58,10 183.0108 (1g) In this section: