Wisconsin Legislature: 258,494

258,492 Section 492. 181.0506 of the statutes is created to read:

181.0506 Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

(2) Delivery to the department is effective only when a record is received by the department.

258,493 Section 493. 181.0507 of the statutes is created to read:

181.0507 Filing fees; certified copies. (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).

(2) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:

1. Articles of incorporation, $35.

2. Application for use of an indistinguishable name, $10.

3. Application for a reserved name, $10.

4. Application for renewal of a reserved name, $10.

5. Notice of transfer of reserved name, $20.

6. Application for registered name, $50.

7. Application for renewal of registered name, $50.

8. Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s. 181.0502, 181.0505, or 181.1508, $10.

9. Statement of resignation of registered agent, $10.

10. Amendment or restatement of articles of incorporation, $40.

11. Articles of merger, interest exchange, conversion, or domestication, $150.

12. Articles of dissolution, $20.

13. Application for certificate of authority, $100.

14. Application for amended certificate of authority, $40.

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

16. Statement of correction, $40.

17. Annual report of a domestic corporation, $25.

18. Annual report of a foreign corporation, $65.

(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.

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

(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.

258,494 Section 494. 181.0670 (2) (d) of the statutes is amended to read:

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

258,495 Section 495 . 181.0704 (5) of the statutes is created to read:

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.

258,496 Section 496 . 181.0705 (2) of the statutes is amended to read:

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.

258,497 Section 497. 181.0705 (3) (b) of the statutes is amended to read:

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.

258,498 Section 498 . 181.0809 (2) (c) of the statutes is amended to read:

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.

258,499 Section 499 . 181.0821 (4) of the statutes is created to read:

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.

258,500 Section 500. Subchapter XI (title) of chapter 181 [precedes 181.1100] of the statutes is amended to read:

CHAPTER 181

SUBCHAPTER XI
MERGER;, interest exchange,
CONVERSION, and domestication

258,501 Section 501. 181.1100 (1) of the statutes is renumbered 181.1100 (1g).

258,502 Section 502. 181.1100 (1c), (1e), (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes are created to read:

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.

(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.

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

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

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

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

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

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

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

258,503 Section 503 . 181.1100 (2) of the statutes is amended to read:

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).

258,504 Section 504 . 181.1100 (3) of the statutes is amended to read:

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).

258,505 Section 505. 181.1100 (4) to (14) of the statutes are created to read:

181.1100 (4) “Interest" means any of the following:

(a) A share in a business corporation.

(b) A membership in a nonprofit or nonstock corporation.

(d) A partnership interest in a limited partnership.

(e) A membership interest in a limited liability company.

(f) A membership interest or stock in a general cooperative association.

(g) A membership interest in a limited cooperative association.

(h) A membership in an unincorporated association.

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

(j) A comparable interest in any other type of unincorporated entity.

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

(6) “Interest holder" means any of the following:

(a) A shareholder of a business corporation.

(b) A member of a nonprofit or nonstock corporation.

(d) A general partner of a limited partnership.

(e) A limited partner of a limited partnership.

(f) A member of a limited liability company.

(g) A member or stockholder of a general cooperative association.

(h) A member of a limited cooperative association.

(i) A member of an unincorporated association.

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

(k) Any other direct holder of an interest.

(7) “Interest holder liability" means any of the following:

(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:

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

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.

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

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