183.09103 History
History: 2021 a. 258.
183.0911
183.0911
Withdrawal of registration of registered foreign limited liability company. 183.0911(1)(1)
A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following:
183.0911(1)(a)
(a) The name of the company and the jurisdiction of its governing law.
183.0911(1)(b)
(b) That the company is not doing business in this state and that it withdraws its registration to do business in this state.
183.0911(1)(c)
(c) Whether the company revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub.
(2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the company was registered to do business in this state.
183.0911(1)(d)
(d) The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub.
(2), and a commitment to notify the department in the future of any change in such address.
183.0911(2)
(2) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to s.
183.0119.
183.0911 History
History: 2021 a. 258.
183.0912
183.0912
Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter.
183.0912 History
History: 2021 a. 258.
MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION
183.1001
183.1001
Definitions. In this subchapter:
183.1001(1)
(1) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.
183.1001(2)
(2) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
183.1001(2m)
(2m) “Constituent entity" means a merging entity or a surviving entity in a merger.
183.1001(4)
(4) “Converted entity" means the converting entity as it continues in existence after a conversion.
183.1001(5)
(5) “Converting entity" means an entity that engages in a conversion.
183.1001(8)
(8) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
183.1001(9)
(9) “Domesticating entity" means either a non-United States entity or a Wisconsin limited liability company that engages in a domestication.
183.1001(16)(f)
(f) A membership interest or stock in a general cooperative association.
183.1001(16)(g)
(g) A membership interest in a limited cooperative association.
183.1001(16)(i)
(i) A beneficial interest in a statutory trust, business trust, or common-law business trust.
183.1001(16)(j)
(j) A comparable interest in any other type of unincorporated entity.
183.1001(18)
(18) “Interest holder" means any of the following:
183.1001(18)(g)
(g) A member or stockholder of a general cooperative association.
183.1001(18)(j)
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.
183.1001(19)
(19) “Interest holder liability" means any of the following:
183.1001(19)(a)
(a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:
183.1001(19)(a)1.
1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.
183.1001(19)(a)2.
2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
183.1001(19)(b)
(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.
183.1001(21)
(21) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
183.1001(22m)
(22m) “Non-United States entity" means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.
183.1001(23m)
(23m) “Organizational documents" means, with respect to an entity, whether in a record or, to the extent permitted under the entity's governing law, other than in a record, the following or its equivalent under the entity's governing law:
183.1001(23m)(a)
(a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws.
183.1001(23m)(b)
(b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.
183.1001(23m)(c)
(c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.
183.1001(23m)(d)
(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.
183.1001(23m)(e)
(e) For a business trust, its agreement of trust and declaration of trust.
183.1001(23m)(f)
(f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.
183.1001(37)
(37) “Surviving entity" means the entity that continues in existence after or is created by a merger.
183.1001(38)
(38) “Type of entity" means a generic form of entity that is any of the following:
183.1001 History
History: 2021 a. 258.
183.1002
183.1002
Relationship of this subchapter to other laws. 183.1002(1)(1)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
183.1002(2)
(2) A transaction effected under this chapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
183.1002 History
History: 2021 a. 258.
183.1003(2)(2)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
183.1003(3)
(3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
183.1003(4)
(4) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
183.1003 History
History: 2021 a. 258.
183.1004
183.1004
Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
183.1004 History
History: 2021 a. 258.
183.1005
183.1005
Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
183.1005 History
History: 2021 a. 258.
183.1021(1)(1)
One or more domestic limited liability companies may merge with or into one or more other constituent entities pursuant to ss.
183.1021 to
183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
183.1021(2)
(2) One or more other domestic or foreign entities may merge with or into a domestic limited liability company pursuant to ss.
183.1021 to
183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
183.1021 History
History: 2021 a. 258.
183.1022(1)(1)
A plan of merger must be in a record and contain all of the following:
183.1022(1)(a)
(a) As to each constituent entity, its name, type of entity, and governing law.
