AB854: Bill Text

AB854,295,6 15. Application for certificate of withdrawal of foreign corporation, $40.

AB854,295,7 16. Statement of correction, $40.

AB854,295,8 17. Annual report of a domestic corporation, $25.

AB854,295,9 18. Annual report of a foreign corporation, $65.

AB854,295,15 (b) In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or certificate of registration under s. 181.0213.

AB854,295,17 (c) The department may, by rule, specify a larger fee for filing records in paper format.

AB854,295,19 (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

AB854,295,24 (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.

AB854,492 Section 492. 181.0670 (2) (d) of the statutes is amended to read:

AB854,296,2 181.0670 (2) (d) An act or omission for which the volunteer received compensation or any thing anything of substantial value instead of compensation.

AB854,493 Section 493 . 181.0704 (5) of the statutes is created to read:

AB854,296,10 181.0704 (5) Consent effective at future time. 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.

AB854,494 Section 494 . 181.0705 (2) of the statutes is amended to read:

AB854,296,16 181.0705 (2) In general. Any notice that conforms to the requirements of sub. (3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Section Sections 181.0105 (4) and 181.0141 applies apply to notices provided under this section.

AB854,495 Section 495. 181.0705 (3) (b) of the statutes is amended to read:

AB854,296,21 181.0705 (3) (b) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1105 181.1103, 181.1133, 181.1163, 181.1173, 181.1202 or 181.1401.

AB854,496 Section 496 . 181.0809 (2) (c) of the statutes is amended to read:

AB854,296,25 181.0809 (2) (c) A removal under this subsection is effective when the notice under par. (b) is effective under s. 181.0141 181.0105 (4) unless the notice specifies a future effective date.

AB854,497 Section 497. 181.0821 (4) of the statutes is created to read:

AB854,297,8 181.0821 (4) Consent effective at future time. 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.

AB854,498 Section 498. Subchapter XI (title) of chapter 181 [precedes 181.1100] of the statutes is amended to read:

AB854,297,11 CHAPTER 181

AB854,297,14 SUBCHAPTER XI MERGER;, interest exchange, CONVERSION, and domestication

AB854,499 Section 499. 181.1100 (1) of the statutes is renumbered 181.1100 (1g).

AB854,500 Section 500. 181.1100 (1c), (1e), (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes are created to read:

AB854,297,19 181.1100 (1c) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

AB854,297,21 (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.

AB854,297,23 (1j) “Constituent entity" means a merging entity or a surviving entity in a merger.

AB854,297,24 (1m) “Conversion" means a transaction authorized by ss. 181.1161 to 181.1165.

AB854,298,2 (1o) “Converted entity" means the converting entity as it continues in existence after a conversion.

AB854,298,3 (1q) “Converting entity" means an entity that engages in a conversion.

AB854,298,5 (1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

AB854,298,7 (1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

AB854,298,9 (1w) “Domestication" means a transaction authorized by ss. 181.1171 to 181.1175.

AB854,501 Section 501 . 181.1100 (2) of the statutes is amended to read:

AB854,298,15 181.1100 (2) “Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (10) (8), a foreign partnership, as defined in s. 178.0102 (6), 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).

AB854,502 Section 502 . 181.1100 (3) of the statutes is amended to read:

AB854,298,21 181.1100 (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).

AB854,503 Section 503. 181.1100 (4) to (14) of the statutes are created to read:

AB854,298,23 181.1100 (4) “Interest" means any of the following:

AB854,298,24 (a) A share in a business corporation.

AB854,298,25 (b) A membership in a nonprofit or nonstock corporation.

AB854,299,1 (c) A partnership interest in a general partnership.

AB854,299,2 (d) A partnership interest in a limited partnership.

AB854,299,3 (e) A membership interest in a limited liability company.

AB854,299,4 (f) A membership interest or stock in a general cooperative association.

AB854,299,5 (g) A membership interest in a limited cooperative association.

AB854,299,6 (h) A membership in an unincorporated association.

AB854,299,8 (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

AB854,299,9 (j) A comparable interest in any other type of unincorporated entity.

AB854,299,11 (5) “Interest exchange" means a transaction authorized by ss. 181.1131 to 181.1135.

AB854,299,12 (6) “Interest holder" means any of the following:

AB854,299,13 (a) A shareholder of a business corporation.

AB854,299,14 (b) A member of a nonprofit or nonstock corporation.

AB854,299,15 (c) A general partner of a general partnership.

AB854,299,16 (d) A general partner of a limited partnership.

AB854,299,17 (e) A limited partner of a limited partnership.

AB854,299,18 (f) A member of a limited liability company.

AB854,299,19 (g) A member or stockholder of a general cooperative association.

AB854,299,20 (h) A member of a limited cooperative association.

AB854,299,21 (i) A member of an unincorporated association.

AB854,299,23 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

AB854,299,24 (k) Any other direct holder of an interest.

AB854,299,25 (7) “Interest holder liability" means any of the following:

AB854,300,2 (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:

AB854,300,4 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

AB854,300,8 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.

AB854,300,10 (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

AB854,300,11 (8) “Merger" means a transaction authorized by ss. 181.1101 to 181.11055.

AB854,300,13 (9) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

AB854,300,16 (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.

AB854,300,19 (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:

AB854,300,21 (a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.

AB854,300,25 (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.

AB854,301,2 (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

AB854,301,4 (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

AB854,301,5 (e) For a business trust, its agreement of trust and declaration of trust.

AB854,301,8 (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.

AB854,301,11 (12) “Plan" means a plan of merger under s. 181.1102, a plan of interest exchange under s. 181.1132, a plan of conversion under s. 181.1162, or a plan of domestication under s. 181.1172.

AB854,301,13 (13) “Surviving entity" means the entity that continues in existence after or is created by a merger.

AB854,301,14 (14) “Type of entity" means a generic form of entity that is any of the following:

AB854,301,15 (a) Recognized at common law.

AB854,301,16 (b) Recognized under a governing law.

AB854,504 Section 504. 181.11001 of the statutes is created to read:

AB854,301,20 181.11001 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

AB854,301,25 (2) A transaction effected under this subchapter 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.

AB854,505 Section 505. 181.11002 of the statutes is created to read:

AB854,302,9 181.11002 Existing purpose. (1) 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.

AB854,302,13 (2) 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.