AB854: Bill Text

AB854,216 Section 216. 180.0503 (1) (intro.), (a), (b), (c) and (d) of the statutes are amended to read:

AB854,212,17 180.0503 (1) (intro.) The A registered agent of a corporation may resign as agent for a corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

AB854,212,18 (a) The name of the corporation for which the registered agent is acting.

AB854,212,19 (b) The name of the registered agent.

AB854,212,21 (c) The street address of the corporation's current registered office and its principal office to which the department will send the notice required by sub. (2).

AB854,212,23 (d) A statement that That the registered agent resigns from serving as registered agent for the corporation.

AB854,217 Section 217. 180.0503 (4) and (5) of the statutes are created to read:

AB854,213,5 180.0503 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

AB854,213,7 (5) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

AB854,218 Section 218 . 180.0504 (1) of the statutes is repealed and recreated to read:

AB854,213,13 180.0504 (1) A corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 180.0141.

AB854,219 Section 219. 180.0504 (2) (intro.), (a) and (c) of the statutes are amended to read:

AB854,213,22 180.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no registered agent or the its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar delivery service, addressed to the corporation at its principal office. Service is perfected under this subsection , as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

AB854,213,24 (a) The date on which the corporation receives the mail or delivery by the commercial delivery service.

AB854,214,3 (c) Five days after its deposit it is deposited in the U.S. mail, or with the commercial delivery service, if mailed postpaid and correctly addressed and with sufficient postage or payment.

AB854,220 Section 220. 180.0504 (3) of the statutes is amended to read:

AB854,214,17 180.0504 (3) If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. Except as provided in s. 180.1421 (2m) (b), if the address of the corporation's principal office cannot be determined from the records held by of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located. If the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.

AB854,221 Section 221 . 180.0504 (3m) of the statutes is created to read:

AB854,214,20 180.0504 (3m) Service of process, notice, or demand on a registered agent must be in a written record.

AB854,222 Section 222 . 180.0504 (4) of the statutes is repealed and recreated to read:

AB854,214,23 180.0504 (4) Service of process, notice, or demand on a registered agent may be made by other means under law other than this chapter.

AB854,223 Section 223. 180.0624 of the statutes is amended to read:

AB854,215,15 180.0624 Share rights, options and warrants. Unless the articles of incorporation provide otherwise before the issuance of the rights, options or warrants, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. The rights, options or warrants may contain provisions that adjust the rights, options or warrants in the event of an acquisition of shares or a reorganization, merger, share interest exchange, sale of assets or other occurrence. Subject to the articles of incorporation, the board of directors shall determine the terms on which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued. Notwithstanding s. 180.0601 (1) and any other provision of this chapter, and unless otherwise provided in the articles of incorporation before issuance of the rights, options or warrants, a corporation may before, on or after April 30, 1972, issue rights, options or warrants that include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights, options or warrants.

AB854,224 Section 224 . 180.0704 (7) of the statutes is created to read:

AB854,215,23 180.0704 (7) Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

AB854,225 Section 225 . 180.0821 (4) of the statutes is created to read:

AB854,216,7 180.0821 (4) Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

AB854,226 Section 226. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the statutes is amended to read:

AB854,216,10 CHAPTER 180

AB854,216,11 SUBCHAPTER XI

AB854,216,13 MERGER, SHARE interest EXCHANGE, AND CONVERSION, and domestication

AB854,227 Section 227. 180.1100 (1) of the statutes is renumbered 180.1100 (1g).

AB854,228 Section 228. 180.1100 (1c) and (1e) of the statutes are created to read:

AB854,216,17 180.1100 (1c) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

AB854,216,19 (1e) “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.

AB854,229 Section 229. 180.1100 (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes are created to read:

AB854,216,23 180.1100 (1j) “Constituent entity" means a merging entity or a surviving entity in a merger.

AB854,216,24 (1m) “Conversion" means a transaction authorized by s. 180.1161.

AB854,217,2 (1o) “Converted entity" means the converting entity as it continues in existence after a conversion.

AB854,217,3 (1q) “Converting entity" means an entity that engages in a conversion.

AB854,217,5 (1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

AB854,217,7 (1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

AB854,217,9 (1w) “Domestication" means a transaction authorized by ss. 180.1171 to 180.1175.

AB854,230 Section 230 . 180.1100 (2) and (3) of the statutes are amended to read:

AB854,217,14 180.1100 (2) “Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10) (8), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

AB854,217,19 (3) “Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8) (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4) 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

AB854,231 Section 231. 180.1100 (4) to (14) of the statutes are created to read:

AB854,217,21 180.1100 (4) “Interest" means any of the following:

AB854,217,22 (a) A share in a business corporation.

AB854,217,23 (b) A membership in a nonprofit or nonstock corporation.

AB854,217,24 (c) A partnership interest in a general partnership.

AB854,217,25 (d) A partnership interest in a limited partnership.

AB854,218,1 (e) A membership interest in a limited liability company.

AB854,218,2 (f) A membership interest or stock in a general cooperative association.

AB854,218,3 (g) A membership interest in a limited cooperative association.

AB854,218,4 (h) A membership in an unincorporated association.

AB854,218,6 (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

AB854,218,7 (j) A comparable interest in any other type of unincorporated entity.

AB854,218,8 (5) “Interest exchange" means a transaction authorized by s. 180.1102.

AB854,218,9 (6) “Interest holder" means any of the following:

AB854,218,10 (a) A shareholder of a business corporation.

AB854,218,11 (b) A member of a nonprofit or nonstock corporation.

AB854,218,12 (c) A general partner of a general partnership.

AB854,218,13 (d) A general partner of a limited partnership.

AB854,218,14 (e) A limited partner of a limited partnership.

AB854,218,15 (f) A member of a limited liability company.

AB854,218,16 (g) A member or stockholder of a general cooperative association.

AB854,218,17 (h) A member of a limited cooperative association.

AB854,218,18 (i) A member of an unincorporated association.

AB854,218,20 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

AB854,218,21 (k) Any other direct holder of an interest.

AB854,218,22 (7) “Interest holder liability" means any of the following:

AB854,218,24 (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:

AB854,219,2 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

AB854,219,6 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.

AB854,219,8 (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

AB854,219,9 (8) “Merger" means a transaction authorized by s. 180.1101.

AB854,219,11 (9) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

AB854,219,14 (10) “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.

AB854,219,17 (11) “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:

AB854,219,19 (a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.

AB854,219,23 (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.

AB854,219,25 (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

AB854,220,2 (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

AB854,220,3 (e) For a business trust, its agreement of trust and declaration of trust.

AB854,220,6 (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.

AB854,220,9 (12) “Plan" means a plan of merger under s. 180.11012, a plan of interest exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of domestication under s. 180.1172.

AB854,220,11 (13) “Surviving entity" means the entity that continues in existence after or is created by a merger.

AB854,220,12 (14) “Type of entity" means a generic form of entity that is any of the following: