AB854,216
13Section
216. 180.0503 (1) (intro.), (a), (b), (c) and (d) of the statutes are
14amended to read:
AB854,212,1715
180.0503
(1) (intro.)
The
A registered agent
of a corporation may resign
as
16agent for a corporation by
signing and delivering to the department for filing a
17statement of resignation that
includes states all of the following
information:
AB854,212,1818
(a) The name of the corporation
for which the registered agent is acting.
AB854,212,1919
(b) The name of the
registered agent.
AB854,212,2120
(c) The
street address of the corporation's current registered office and its
21principal office
to which the department will send the notice required by sub. (2).
AB854,212,2322
(d)
A statement that That the
registered agent resigns
from serving as
23registered agent for the corporation.
AB854,217
24Section
217. 180.0503 (4) and (5) of the statutes are created to read:
AB854,213,5
1180.0503
(4) When a statement of resignation takes effect, the registered agent
2ceases to have responsibility under this chapter for any matter thereafter tendered
3to it as agent for the corporation. The resignation does not affect any contractual
4rights the corporation has against the agent or that the agent has against the
5corporation.
AB854,213,7
6(5) A registered agent may resign with respect to a corporation whether or not
7the corporation is in good standing.
AB854,218
8Section 218
. 180.0504 (1) of the statutes is repealed and recreated to read:
AB854,213,139
180.0504
(1) A corporation may be served with any process, notice, or demand
10required or permitted by law by serving its registered agent. The department may
11serve any written notice required or authorized under this chapter by e-mailing it
12to the registered agent's e-mail address on file with the department, and such notice
13shall be effective as provided in s. 180.0141.
AB854,219
14Section
219. 180.0504 (2) (intro.), (a) and (c) of the statutes are amended to
15read:
AB854,213,2216
180.0504
(2) (intro.) Except as provided in sub. (3), if a corporation has no
17registered agent or
the its registered agent cannot with reasonable diligence be
18served, the corporation may be served by registered or certified mail, return receipt
19requested,
or by similar delivery service, addressed to the corporation at its principal
20office
. Service is perfected under this subsection
, as shown on the records of the
21department on the date of sending. Service is perfected under this subsection at the
22earliest of the following:
AB854,213,2423
(a) The date on which the corporation receives the mail
or delivery by the
24commercial delivery service.
AB854,214,3
1(c) Five days after
its deposit it is deposited in the U.S. mail,
or with the
2commercial delivery service, if mailed postpaid and correctly addressed
and with
3sufficient postage or payment.
AB854,220
4Section
220. 180.0504 (3) of the statutes is amended to read:
AB854,214,175
180.0504
(3) If process, notice, or demand in an action cannot be served on a
6corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the
7individual in charge of any regular place of business or activity of the corporation if
8the individual served is not a plaintiff in the action. Except as provided in s. 180.1421
9(2m) (b), if the address of the corporation's principal office cannot be determined from
10the records
held by of the department, the corporation may be served by publishing
11a class 3 notice, under ch. 985, in the community where the corporation's principal
12office or registered office, as most recently designated in the records of the
13department, is located.
If the address of the corporation's principal office cannot be
14determined from the records of the department, the corporation may be served by
15publishing a class 3 notice, under ch. 985, in the community where the corporation's
16principal office or registered office, as most recently designated in the records of the
17department, is located.
AB854,221
18Section 221
. 180.0504 (3m) of the statutes is created to read:
AB854,214,2019
180.0504
(3m) Service of process, notice, or demand on a registered agent must
20be in a written record.
AB854,222
21Section 222
. 180.0504 (4) of the statutes is repealed and recreated to read:
AB854,214,2322
180.0504
(4) Service of process, notice, or demand on a registered agent may
23be made by other means under law other than this chapter.
AB854,223
24Section
223. 180.0624 of the statutes is amended to read:
AB854,215,15
1180.0624 Share rights, options and warrants. Unless the articles of
2incorporation provide otherwise before the issuance of the rights, options or
3warrants, a corporation may issue rights, options or warrants for the purchase of
4shares of the corporation. The rights, options or warrants may contain provisions
5that adjust the rights, options or warrants in the event of an acquisition of shares or
6a reorganization, merger,
share interest exchange, sale of assets or other occurrence.
7Subject to the articles of incorporation, the board of directors shall determine the
8terms on which the rights, options or warrants are issued, their form and content,
9and the consideration for which the shares are to be issued. Notwithstanding s.
10180.0601 (1) and any other provision of this chapter, and unless otherwise provided
11in the articles of incorporation before issuance of the rights, options or warrants, a
12corporation may before, on or after April 30, 1972, issue rights, options or warrants
13that include conditions that prevent the holder of a specified percentage of the
14outstanding shares of the corporation, including subsequent transferees of the
15holder, from exercising those rights, options or warrants.
AB854,224
16Section 224
. 180.0704 (7) of the statutes is created to read:
AB854,215,2317
180.0704
(7) Any person executing a consent may provide, whether through
18instruction to an agent or otherwise, that a consent to action will be effective at a
19future time, including a time determined upon the happening of an event, and, for
20purposes of this section, if evidence of such instruction or provision is provided to the
21corporation, such later effective time shall serve as of the date of signature. Unless
22otherwise provided, any such consent shall be revocable prior to its becoming
23effective.
AB854,225
24Section 225
. 180.0821 (4) of the statutes is created to read:
AB854,216,7
1180.0821
(4) Any person, whether or not then a director, may provide, whether
2through instruction to an agent or otherwise, that a consent to action will be effective
3at a future time, including a time determined upon the happening of an event, and
4such consent shall be considered to have been given for purposes of this section at
5such effective time so long as the person is then a director and did not revoke the
6consent prior to that time. Any such consent shall be revocable prior to its becoming
7effective.
AB854,226
8Section
226. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the
9statutes is amended to read:
AB854,216,1010
CHAPTER 180
AB854,216,1111
SUBCHAPTER XI
AB854,216,1312
MERGER,
SHARE interest EXCHANGE,
13AND CONVERSION
, and domestication
AB854,227
14Section
227. 180.1100 (1) of the statutes is renumbered 180.1100 (1g).
AB854,228
15Section
228. 180.1100 (1c) and (1e) of the statutes are created to read:
AB854,216,1716
180.1100
(1c) “Acquired entity" means the entity all of one or more classes or
17series of interests of which are acquired in an interest exchange.
AB854,216,19
18(1e) “Acquiring entity" means the entity that acquires all of one or more classes
19or series of interests of the acquired entity in an interest exchange.
AB854,229
20Section
229. 180.1100 (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes
21are created to read:
AB854,216,2322
180.1100
(1j) “Constituent entity" means a merging entity or a surviving entity
23in a merger.
AB854,216,24
24(1m) “Conversion" means a transaction authorized by s. 180.1161.
AB854,217,2
1(1o) “Converted entity" means the converting entity as it continues in existence
2after a conversion.
AB854,217,3
3(1q) “Converting entity" means an entity that engages in a conversion.
AB854,217,5
4(1s) “Domesticated entity" means the domesticating entity as it continues in
5existence after a domestication.
AB854,217,7
6(1u) “Domesticating entity" means either a non-United States entity or a
7Wisconsin corporation that engages in a domestication.
AB854,217,9
8(1w) “Domestication" means a transaction authorized by ss. 180.1171 to
9180.1175.
AB854,230
10Section 230
. 180.1100 (2) and (3) of the statutes are amended to read:
AB854,217,1411
180.1100
(2) “Domestic business entity" means a corporation, a limited liability
12company, as defined in s. 183.0102
(10) (8), a partnership, as defined in s. 178.0102
13(11), a limited partnership, as defined in s.
179.01 (7) 179.0102 (12), or a corporation,
14as defined in s. 181.0103 (5).
AB854,217,19
15(3) “Foreign business entity" means a foreign limited liability company, as
16defined in s. 183.0102
(8) (5), a foreign partnership, as defined in s. 178.0102 (6), a
17foreign limited partnership, as defined in s.
179.01 (4) 179.0102 (6), a foreign
18corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s.
19181.0103 (13).
AB854,231
20Section
231. 180.1100 (4) to (14) of the statutes are created to read:
AB854,217,2121
180.1100
(4) “Interest" means any of the following:
AB854,217,2222
(a) A share in a business corporation.
AB854,217,2323
(b) A membership in a nonprofit or nonstock corporation.
AB854,217,2424
(c) A partnership interest in a general partnership.
AB854,217,2525
(d) A partnership interest in a limited partnership.
AB854,218,1
1(e) A membership interest in a limited liability company.
AB854,218,22
(f) A membership interest or stock in a general cooperative association.
AB854,218,33
(g) A membership interest in a limited cooperative association.
AB854,218,44
(h) A membership in an unincorporated association.
AB854,218,65
(i) A beneficial interest in a statutory trust, business trust, or common-law
6business trust.
AB854,218,77
(j) A comparable interest in any other type of unincorporated entity.
AB854,218,8
8(5) “Interest exchange" means a transaction authorized by s. 180.1102.
AB854,218,9
9(6) “Interest holder" means any of the following:
AB854,218,1010
(a) A shareholder of a business corporation.
AB854,218,1111
(b) A member of a nonprofit or nonstock corporation.
AB854,218,1212
(c) A general partner of a general partnership.
AB854,218,1313
(d) A general partner of a limited partnership.
AB854,218,1414
(e) A limited partner of a limited partnership.
AB854,218,1515
(f) A member of a limited liability company.
AB854,218,1616
(g) A member or stockholder of a general cooperative association.
AB854,218,1717
(h) A member of a limited cooperative association.
AB854,218,1818
(i) A member of an unincorporated association.
AB854,218,2019
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or
20common-law business trust.
AB854,218,2121
(k) Any other direct holder of an interest.
AB854,218,22
22(7) “Interest holder liability" means any of the following:
AB854,218,2423
(a) Personal liability for a debt, obligation, or other liability of an entity which
24is imposed on a person under any of the following circumstances:
AB854,219,2
11. Solely by reason of the status of the person as an interest holder of the entity
2under its governing law.
AB854,219,63
2. Under the organizational documents of the entity in accordance with its
4governing law which make one or more specified interest holders or categories of
5interest holders liable in their capacity as interest holders for all or specified
6liabilities of the entity.
AB854,219,87
(b) An obligation of an interest holder of an entity under its organizational
8documents to contribute to the entity.
AB854,219,9
9(8) “Merger" means a transaction authorized by s. 180.1101.
AB854,219,11
10(9) “Merging entity" means an entity that is a party to a merger and exists
11immediately before the merger becomes effective.
AB854,219,14
12(10) “Non-United States entity" means an entity whose governing law is the
13law of any jurisdiction other than the United States or any state, but does not include
14an entity that has domesticated under the law of any other state.
AB854,219,17
15(11) “Organizational documents" means, with respect to an entity, whether in
16a record or, to the extent permitted under the entity's governing law, other than in
17a record, the following or its equivalent under the entity's governing law:
AB854,219,1918
(a) For a domestic or foreign corporation, whether or not for profit or stock or
19nonstock, its articles of incorporation and bylaws.
AB854,219,2320
(b) For a domestic or foreign partnership, its partnership agreement and, in the
21case of a domestic or foreign limited liability partnership, its statement of
22qualification as a limited liability partnership or foreign limited liability
23partnership.
AB854,219,2524
(c) For a domestic or foreign limited partnership, its certificate of limited
25partnership and partnership agreement.
AB854,220,2
1(d) For a domestic or foreign limited liability company, its certificate or articles
2of organization and operating agreement.
AB854,220,33
(e) For a business trust, its agreement of trust and declaration of trust.
AB854,220,64
(f) For any other entity, the basic records, agreements, or other items that
5create the entity and control its internal governance and the relations among its
6interest holders.
AB854,220,9
7(12) “Plan" means a plan of merger under s. 180.11012, a plan of interest
8exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of
9domestication under s. 180.1172.
AB854,220,11
10(13) “Surviving entity" means the entity that continues in existence after or is
11created by a merger.
AB854,220,12
12(14) “Type of entity" means a generic form of entity that is any of the following: