AB854: Bill Text

AB854,249,5 (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.

AB854,249,7 (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.

AB854,324 Section 324. 180.1173 of the statutes is created to read:

AB854,249,14 180.1173 Approval of domestication; amendment; abandonment. (1) Subject to the governing law of each of the domesticating and domesticated entity, a plan of domestication must be approved by the shareholders of a domesticating Wisconsin corporation. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.

AB854,249,20 (2) Subject to the governing law of each of the domesticating and domesticated entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.

AB854,250,3 (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

AB854,250,5 (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

AB854,250,6 (b) The amendment to or abandonment of the articles of domestication.

AB854,250,8 (c) A statement that the amendment or abandonment was approved in accordance with this section.

AB854,325 Section 325. 180.1174 of the statutes is created to read:

AB854,250,13 180.1174 Filings required for domestication; effective date. (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following:

AB854,250,14 (a) The name, type of entity, and governing law of the domesticating entity.

AB854,250,15 (b) The name, type of entity, and governing law of the domesticated entity.

AB854,250,17 (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

AB854,250,21 (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 180.1172 (1) (d) that are to be in a public record under their respective governing laws.

AB854,250,23 (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

AB854,251,3 (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.

AB854,251,6 (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.

AB854,251,8 (3) A domestication takes effect at the effective date and time of the articles of domestication.

AB854,326 Section 326. 180.1175 of the statutes is created to read:

AB854,251,11 180.1175 Effect of domestication. (1) When a domestication becomes effective, all of the following apply:

AB854,251,15 (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity.

AB854,251,17 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

AB854,251,23 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticating entity.

AB854,252,4 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

AB854,252,5 4. This paragraph does not affect liability under any taxation laws.

AB854,252,7 (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

AB854,252,9 (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

AB854,252,13 (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

AB854,252,17 (e) The non-United States organizational documents of the domesticated entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

AB854,252,21 (f) The United States organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

AB854,252,24 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

AB854,253,4 (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

AB854,253,7 (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

AB854,327 Section 327. 180.1301 (2) of the statutes is amended to read:

AB854,253,13 180.1301 (2) “Corporation" means the issuer corporation or, if the corporate action giving rise to dissenters' rights under s. 180.1302 is a merger or share interest exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the share interest exchange.

AB854,328 Section 328. 180.1302 (1) (a) 1. of the statutes is amended to read:

AB854,253,16 180.1302 (1) (a) 1. Shareholder approval is required for the merger by s. 180.1103 180.11032 or by the articles of incorporation.

AB854,329 Section 329. 180.1302 (1) (a) 3. c. of the statutes is amended to read:

AB854,253,23 180.1302 (1) (a) 3. c. The number of voting shares, as defined in s. 180.1103 180.11032 (5) (a) 2., outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of voting shares of the parent outstanding immediately before the merger.

AB854,330 Section 330. 180.1302 (1) (a) 3. d. of the statutes is amended to read:

AB854,254,7 180.1302 (1) (a) 3. d. The number of participating shares, as defined in s. 180.1103 180.11032 (5) (a) 1., outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of participating shares of the parent outstanding immediately before the merger.

AB854,331 Section 331. 180.1302 (1) (b) of the statutes is amended to read:

AB854,254,11 180.1302 (1) (b) Consummation of a plan of share interest exchange if the issuer corporation's shares will be acquired, and the shareholder or the shareholder holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.

AB854,332 Section 332 . 180.1330 (2) of the statutes is amended to read:

AB854,254,18 180.1330 (2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose shares interests were acquired by the foreign corporation.

AB854,333 Section 333. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:

AB854,255,2 180.1407 (1) (intro.) A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as such, present them in accordance with the notice. The notice shall be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state where the dissolved corporation's principal office or, if none in this state, in the county where its registered office is or was last located. The notice shall include all of the following:

AB854,255,4 (b) A statement that the claim must be in writing and provide a mailing address where the claim may is to be sent.

AB854,334 Section 334 . 180.1421 (1) of the statutes is amended to read:

AB854,255,10 180.1421 (1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department shall may give the corporation under s. 180.0141 notice of the determination. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the registered office agent of the corporation.

AB854,335 Section 335. 180.1421 (2) of the statutes is amended to read:

AB854,255,16 180.1421 (2) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the corporation shall, with respect to each ground for dissolution, either correct each such ground for dissolution or demonstrate to the reasonable satisfaction of the department that each such ground determined by the department does not exist.

AB854,255,24 (b) If the corporation fails to satisfy par. (a), the department shall may administratively dissolve the corporation. The department shall enter by entering a notation in its the department's records to reflect each ground for dissolution and the effective date of the dissolution and. The department shall give the corporation under s. 180.0141 notice of those facts. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the each ground for dissolution and the effective date of the dissolution. The notice shall be in writing and addressed to the registered office agent of the corporation.

AB854,336 Section 336 . 180.1421 (2m) (a) of the statutes is amended to read:

AB854,256,5 180.1421 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and except Except as provided under par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the corporation.

AB854,337 Section 337 . 180.1421 (5) of the statutes is created to read:

AB854,256,8 180.1421 (5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

AB854,338 Section 338 . 180.1422 (3) of the statutes is amended to read:

AB854,256,13 180.1422 (3) When the reinstatement becomes effective, it shall, except as provided in sub. (4) (b), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred.

AB854,339 Section 339 . 180.1422 (4) of the statutes is created to read:

AB854,256,16 180.1422 (4) When reinstatement under this section is effective, all of the following rules apply:

AB854,256,18 (a) Except as provided in par. (b), the corporation's period of duration continues as if the dissolution had never occurred.

AB854,256,21 (b) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

AB854,340 Section 340 . 180.1423 (2) of the statutes is amended to read:

AB854,257,4 180.1423 (2) 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 effective under s. 180.0141 (5) (a). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's certificate of dissolution, the corporation's application for reinstatement and the department's notice of denial.

AB854,341 Section 341 . 180.1503 (1) (e) of the statutes is amended to read:

AB854,257,7 180.1503 (1) (e) The address of its registered office in this state and the name and e-mail address of its registered agent at that office.

AB854,342 Section 342 . 180.1506 (2) (a) 1. of the statutes is repealed and recreated to read:

AB854,257,12 180.1506 (2) (a) 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

AB854,343 Section 343 . 180.1506 (2) (a) 2. of the statutes is amended to read:

AB854,257,17 180.1506 (2) (a) 2. A corporate Any name reserved or registered under s. 178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403 , 183.0113, or 183.0114 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

AB854,344 Section 344 . 180.1506 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.

AB854,345 Section 345 . 180.1506 (2) (a) 9. of the statutes is amended to read:

AB854,257,22 180.1506 (2) (a) 9. The Any name of a limited liability partnership formed under the laws of, or registered in, this state whose statement of qualification is in effect.

AB854,346 Section 346. 180.1506 (2) (b) of the statutes is amended to read:

AB854,258,4 180.1506 (2) (b) The corporate name of a foreign corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “registered limited liability partnership," “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.

AB854,347 Section 347 . 180.1506 (3) (a) of the statutes is amended to read:

AB854,258,13 180.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, registered foreign limited liability partnership, general cooperative association, or unincorporated limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

AB854,348 Section 348 . 180.1506 (3m) of the statutes is created to read:

AB854,258,23 180.1506 (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited partnership," “LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

AB854,349 Section 349 . 180.1506 (4) (intro.), (a) and (b) of the statutes are amended to read:

AB854,259,7 180.1506 (4) (intro.) A foreign corporation may use in this state the name, including the fictitious name, that is used in this state by a domestic corporation or another foreign corporation authorized to transact business in this state, or by a limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the foreign corporation proposing to use the name has done any of the following:

AB854,259,8 (a) Merged with the other domestic corporation or foreign corporation entity.

AB854,259,10 (b) Been formed by reorganization of the other domestic corporation or foreign corporation entity.

AB854,350 Section 350 . 180.1507 of the statutes is renumbered 180.1507 (1m), and 180.1507 (1m) (intro.) and (c), as renumbered, are amended to read:

AB854,259,20 180.1507 (1m) (intro.) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain in this state a registered office agent and registered agent office in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of its the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:

AB854,259,24 (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state, whose and the entity's business office is identical with the registered office.

AB854,351 Section 351 . 180.1507 (2m) and (3m) of the statutes are created to read: