AB854: Bill Text

AB854,452,21 3. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will 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 converted entity that accrue after the conversion.

AB854,452,22 4. This paragraph does not affect liability under any taxation laws.

AB854,452,24 (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment.

AB854,453,2 (c) The converted entity has all debts, obligations, and other liabilities of the converting entity.

AB854,453,5 (d) A civil, criminal, or administrative proceeding pending by or against the converting entity may be continued as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

AB854,453,8 (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

AB854,453,16 (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

AB854,453,19 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

AB854,453,23 (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

AB854,454,3 (2) (a) When a conversion takes effect, the department is the agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders of any domestic converting entity.

AB854,454,6 (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic limited liability company converting entity.

AB854,454,15 183.1051 Domestication authorized. A domestic limited liability company may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited liability company, and a non-United States entity may domesticate as a domestic limited liability company subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 183.1051 to 183.1055 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.

AB854,454,17 183.1052 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

AB854,454,18 (a) The name, type of entity, and governing law of the domesticating entity.

AB854,454,19 (b) The name, type of entity, and governing law of the domesticated entity.

AB854,454,20 (c) The terms and conditions of the domestication.

AB854,454,24 (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.

AB854,455,2 (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.

AB854,455,7 183.1053 Approval of domestication; amendment; abandonment. (1) Subject to s. 183.1061, a plan of domestication must be approved by all the members of a domesticating Wisconsin limited liability company. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.

AB854,455,13 (2) Subject to s. 183.1061 and the governing law of the domesticating 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.

AB854,455,21 (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:

AB854,455,23 (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

AB854,455,24 (b) The amendment to or abandonment of the articles of domestication.

AB854,456,2 (c) A statement that the amendment or abandonment was approved in accordance with this section.

AB854,456,6 183.1054 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:

AB854,456,7 (a) The name, type of entity, and governing law of the domesticating entity.

AB854,456,8 (b) The name, type of entity, and governing law of the domesticated entity.

AB854,456,10 (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

AB854,456,14 (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 183.1052 (1) (d) that are to be in a public record under their respective governing laws.

AB854,456,16 (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

AB854,456,19 (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.

AB854,456,22 (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.

AB854,456,24 (3) A domestication takes effect at the effective date and time of the articles of domestication.

AB854,457,2 183.1055 Effect of domestication. (1) When a domestication becomes effective, all of the following apply:

AB854,457,6 (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.

AB854,457,8 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

AB854,457,14 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.

AB854,457,20 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.

AB854,457,21 4. This paragraph does not affect liability under any taxation laws.

AB854,457,23 (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

AB854,457,25 (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

AB854,458,4 (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.

AB854,458,8 (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.

AB854,458,12 (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.

AB854,458,15 (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.

AB854,458,19 (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.

AB854,458,22 (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.

AB854,459,7 183.1061 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. (1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic limited liability company may not materially increase the current or potential obligations of a member in the constituent, acquiring, acquired, converting, or domesticating limited liability company, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.

AB854,459,9 (2) Subsection (1) shall not apply with respect to a member if any of the following applies:

AB854,459,11 (a) The member consents to the merger, interest exchange, conversion, or domestication.

AB854,459,14 (b) The member has consented to the provision of the written operating agreement that provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.

AB854,459,18 (3) A member does not give the consent required by sub. (2) merely by consenting to a provision of the written operating agreement that permits the written operating agreement to be amended with the consent of fewer than all the members.

AB854,459,19 subchapter XI

AB854,459,20 MISCELLANEOUS PROVISIONS

AB854,459,24 183.1101 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.

AB854,460,6 183.1102 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

AB854,614 Section 614 . 185.045 of the statutes is amended to read:

AB854,460,10 185.045 Reserved or registered name. Sections 180.0122 (1) (1m) (c) to (i), 180.0402 and 180.0403 (2), (3), (3m) and (4) (b) apply to cooperatives, with the word “cooperative" substituted for the words “corporate" and “corporation".

AB854,615 Section 615 . 190.01 (2) of the statutes is amended to read:

AB854,460,23 190.01 (2) The articles of incorporation and amendments thereto shall be filed with the department of financial institutions; in the case of articles, the department of financial institutions shall thereupon issue a certificate of incorporation and the corporation then has legal existence. The articles of incorporation or special charter of any railroad company may be amended by a majority vote of all the stock in the respects and for the purposes provided in s. 180.1001. The fees for filing articles and amendments thereto are as provided in s. 180.0122 (1) (a) and (m) except that the fees for filing an amendment which authorizes the issuance of redeemable preference shares for sale to the U.S. secretary of transportation under sections 505 and 506 of P.L. 94-210 is $15 for the amendment and an additional sum equal to $1 for each $100,000 or fraction thereof of par value redeemable preference shares authorized by the amendment.

AB854,616 Section 616. 196.205 (1) (c) of the statutes is amended to read:

AB854,461,3 196.205 (1) (c) The articles of incorporation of the small telecommunications utility under s. 181.1001 or the articles of organization of the small telecommunications utility under s. 183.0203 183.0201.

AB854,617 Section 617. 196.485 (1) (dv) of the statutes is amended to read:

AB854,461,10 196.485 (1) (dv) “Organizational start-up date" means, with respect to a transmission company that is organized as a limited liability company under ch. 183, the date on which the articles of organization become effective under s. 183.0111 183.0207 or, with respect to a transmission company that is organized as a corporation under ch. 180, the date on which the articles of incorporation become effective under s. 180.0123.

AB854,618 Section 618. 196.485 (1) (fe) of the statutes is amended to read:

AB854,461,16 196.485 (1) (fe) “Security" means, with respect to a transmission company organized as a corporation under ch. 180, a share, as defined in s. 180.0103 (15), and, with respect to a transmission company organized as a limited liability company under ch. 183, a limited liability company transferable interest, as defined in s. 183.0102 (11) (24).

AB854,619 Section 619. 196.485 (3m) (c) (intro.) of the statutes is amended to read:

AB854,461,21 196.485 (3m) (c) Organization. (intro.) The operating agreement, as defined in s. 183.0102 (16) (13), of a transmission company that is organized as a limited liability company under ch. 183 or the bylaws of a transmission company that is organized as a corporation under ch. 180 shall provide for each of the following:

AB854,620 Section 620 . 204.104 (2) of the statutes is amended to read:

AB854,462,5 204.104 (2) Fundamental transactions. If a corporation that is not a benefit corporation is a party to a merger, consolidation, or division or is the exchanging corporation in a share an interest exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or share interest exchange is to be a benefit corporation, then the plan of merger, consolidation, division, or share interest exchange shall not be effective unless the articles of the surviving, new, or resulting corporation contain a statement that the corporation is a benefit corporation.

AB854,621 Section 621. 221.0701 of the statutes is amended to read:

AB854,462,17 221.0701 Share Interest exchange. A bank or other corporation may acquire all of the outstanding shares of one or more classes or series of a bank organized under this chapter, with the approval of the division, if the board of directors of the bank, by resolution adopted by the board, approves a plan of share interest exchange and its shareholders also approve a plan of share interest exchange pursuant to ss. 180.1102 to 180.1106. This section does not limit the power of a corporation or bank to acquire all or part of the shares of one or more classes or series of a bank through a voluntary exchange or otherwise. Application for approval of a share an interest exchange shall be made to the division on a form prescribed by the division. The application shall be accompanied by a fee established by the division.

AB854,622 Section 622. 234.03 (28) of the statutes is amended to read:

AB854,462,22 234.03 (28) To cooperate and enter into agreements with state agencies, partnerships, limited partnerships, and corporations organized under chs. 178 to 181 or limited liability companies organized under ch. 183 to promote economic development activity within this state.

AB854,623 Section 623 . 340.01 (6u) of the statutes is amended to read:

AB854,463,2 340.01 (6u) “Carsharing organization" means a business entity, as defined in s. 180.1100 (1) (1g), that is a rental company that offers a membership service in which members share type 1 automobiles, the use of which may be purchased from the business entity on the basis of trip, trip distance, or trip duration.

AB854,624 Section 624. 440.92 (6) (b) 1. of the statutes is amended to read:

AB854,463,8 440.92 (6) (b) 1. If the preneed seller is a corporation that is required to file a report under s. 180.1622 or 181.1622 181.0214, a copy of that report and the name, residence address and business address of each shareholder who beneficially owns, holds or has the power to vote 5 percent or more of any class of securities issued by the corporation.

AB854,625 Section 625. 611.72 (1) and (2) of the statutes are amended to read:

AB854,463,14 611.72 (1) General. Subject to this section, ss. 180.1101, 180.1103 to 180.1106, 180.1706, 180.1707, and 180.1708 (5) the applicable provisions of ch. 180 apply to the merger of a domestic stock insurance corporation or its parent insurance holding corporation, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

AB854,463,18 (2) Approval required. No proposed plan of merger under s. 180.1101 or 180.1104 or other plan for acquisition of control of any domestic stock insurance corporation or its parent insurance holding corporation participating in the transaction may be executed unless it has been approved by the commissioner.

AB854,626 Section 626. 611.73 (1) (a) of the statutes is amended to read:

AB854,463,23 611.73 (1) (a) In general. Any 2 or more domestic mutuals may merge under the procedures of this section and ss. 181.1105 and 181.1106 181.1101 to 181.11055, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

AB854,627 Section 627 . 612.22 (2) (intro.) of the statutes is renumbered 612.22 (2) and amended to read:

AB854,464,4 612.22 (2) Plan of merger. The board of each participating corporation shall adopt the same plan of merger under s. 181.1101 (2) 181.1102 (1), by resolution stating: containing all of the items described in s. 181.1102 (1) (a) to (f), and s. 181.1102 shall apply.

AB854,628 Section 628 . 612.22 (2) (a), (b), (c) and (d) of the statutes are repealed.

AB854,629 Section 629 . 613.13 (2) (intro.) of the statutes is amended to read:

AB854,464,8 613.13 (2) Issuance of certificate of incorporation and authority. (intro.) The commissioner shall issue a certificate of incorporation and authority if:

AB854,630 Section 630 . 613.13 (3) (title) of the statutes is amended to read: