This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB566,300 17Section 300. 180.1106 (3) of the statutes is amended to read:
AB566,239,2418 180.1106 (3) (a) When a merger or share interest exchange under this section
19takes effect, the department is the an agent of any foreign surviving foreign business
20entity of a merger or any acquiring foreign business entity in a share an interest
21exchange, for service of process in a proceeding to enforce any obligation or the rights
22of dissenting shareholders or other owners interest holders, in their capacity as such,
23of each domestic business constituent entity that is a party to the merger or share
24exchange
.
AB566,240,9
1(b) When a merger or share interest exchange under this section takes effect,
2any foreign surviving foreign business entity of a merger or any acquiring foreign
3business constituent entity in a share an interest exchange shall promptly pay to the
4dissenting shareholders of
timely honor the rights and obligations of interest holders
5under this chapter with respect to
each domestic corporation or dissenting owners
6of each other domestic business entity that is a party to the merger or share exchange
7the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under
8any law applicable to such other domestic business
constituent or acquired entity, as
9applicable
.
AB566,301 10Section 301. 180.1130 (2) (a) of the statutes is amended to read:
AB566,240,1411 180.1130 (2) (a) The existence of an agreement by or on behalf of the person and
12by or on behalf of a record or beneficial owner of securities under which the owner
13agrees to vote the securities in favor of a proposed merger, share interest exchange
14or sale, lease, exchange or other disposition of assets.
AB566,302 15Section 302. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
AB566,240,2116 180.1130 (3) (a) (intro.) Unless the merger or share interest exchange is subject
17to s. 180.1104 or s. 180.11045, does not alter the contract rights of the shares as set
18forth in the articles of incorporation or does not change or convert in whole or in part
19the outstanding shares of the resident domestic corporation, a merger or share
20interest exchange of the resident domestic corporation or a subsidiary of the resident
21domestic corporation with any of the following:
AB566,303 22Section 303. 180.1130 (3) (a) 2. of the statutes is amended to read:
AB566,241,223 180.1130 (3) (a) 2. Any other corporation, whether or not itself a significant
24shareholder, which is, or after the merger or share interest exchange would be, an

1affiliate of a significant shareholder that was a significant shareholder before the
2transaction.
AB566,304 3Section 304. 180.1140 (4) (a) (intro.) of the statutes is amended to read:
AB566,241,64 180.1140 (4) (a) (intro.) A merger, including a merger under s. 180.1104, or
5share interest exchange of the resident domestic corporation or any subsidiary of the
6resident domestic corporation with any of the following:
AB566,305 7Section 305. 180.1140 (4) (a) 2. of the statutes is amended to read:
AB566,241,108 180.1140 (4) (a) 2. A corporation, whether or not it is an interested stockholder,
9which is, or after a merger or share interest exchange would be, an affiliate or
10associate of an interested stockholder.
AB566,306 11Section 306. 180.1140 (4) (e) 3. of the statutes is amended to read:
AB566,241,1312 180.1140 (4) (e) 3. A merger or share interest exchange of the resident domestic
13corporation with a subsidiary of the resident domestic corporation.
AB566,307 14Section 307. 180.1150 (3) (e) of the statutes is amended to read:
AB566,241,1715 180.1150 (3) (e) Shares acquired under s. ss. 180.1101, 180.1102, or 180.1104
16to 180.1106 if the resident domestic corporation is a party to the merger or share
17interest exchange.
AB566,308 18Section 308 . 180.1150 (4) (f) of the statutes is amended to read:
AB566,242,619 180.1150 (4) (f) If shares representing in excess of 20 percent of the voting
20power were acquired or are proposed to be acquired for the purpose of gaining control
21of the resident domestic corporation, the terms of the proposed acquisition, including
22but not limited to the source of funds or other consideration and the material terms
23of the financial arrangements for the acquisition, any plans or proposals of the
24person to liquidate the resident domestic corporation, to sell all or substantially all
25of its assets, or merge it or exchange its shares interests with any other person, to

1change the location of its principal office or of a material portion of its business
2activities, to change materially its management or policies of employment, to alter
3materially its relationship with suppliers or customers or the communities in which
4it operates, or make any other material change in its business, corporate structure,
5management or personnel, and such other material information as would affect the
6decision of a shareholder with respect to voting on the resolution.
AB566,309 7Section 309. 180.1161 (1) of the statutes is amended to read:
AB566,242,138 180.1161 (1) (a) A domestic corporation may convert to another form type of
9business domestic entity if it satisfies the requirements under this section and, or to
10any type of foreign entity, pursuant to this section and a plan of conversion
if the
11conversion is permitted under the applicable governing law of the jurisdiction that
12governs the organization of the business entity into which the domestic corporation
13is
converting entity and the governing law that is to apply to the converted entity.
AB566,242,1914 (b) In addition to satisfying any applicable legal requirements of the
15jurisdiction that governs the organization of the business entity into which the
16domestic corporation is
governing law of the converting entity and that relate to the
17submission and approval of a plan of conversion, the domestic corporation shall
18comply with the procedures that govern a plan of merger under s. 180.1103 ss.
19180.11031 and 180.11032
for the submission and approval of a plan of conversion.
AB566,310 20Section 310. 180.1161 (2) of the statutes is amended to read:
AB566,243,221 180.1161 (2) (a) A business foreign or domestic entity, other than a domestic
22corporation, may convert to a domestic corporation if it satisfies the requirements
23under this section and
pursuant to this section and a plan of conversion if the
24conversion is permitted under the applicable governing law of the jurisdiction that

1governs the business
converting entity and the converted entity will satisfy the
2definition of a corporation under this chapter immediately after the conversion
.
AB566,243,53 (b) A business An entity converting into a domestic corporation shall comply
4with the procedures that govern the submission and approval of a plan of conversion
5of the jurisdiction that governs the business governing law of such entity.
AB566,311 6Section 311. 180.1161 (3) (intro.), (a), (b), (d) and (e) of the statutes are
7amended to read:
AB566,243,98 180.1161 (3) (intro.) A plan of conversion shall set forth must be in a record and
9contain
all of the following:
AB566,243,1110 (a) The name, form type of business entity, and the identity of the jurisdiction
11governing the business law of the converting entity that is to be converted.
AB566,243,1312 (b) The name, form type of business entity, and the identity of the jurisdiction
13that will govern the business
governing law of the converted entity after conversion.
AB566,243,1814 (d) The manner and basis of converting the shares or other ownership interests,
15securities, or obligations
of the business converting entity that is to be converted into
16the shares or other ownership interests, securities, or obligations of the new form of
17business
converted entity, rights to acquire such interests or securities, money, other
18property, or any combination of the foregoing
.
AB566,243,2119 (e) The effective date and time of the conversion, if the conversion is to be
20effective other than at the close of business on the date of filing the certificate articles
21of conversion, as provided under s. 180.0123.
AB566,312 22Section 312. 180.1161 (3) (f) and (g) of the statutes are repealed and recreated
23to read:
AB566,243,2524 180.1161 (3) (f) The organizational documents of the converted entity that are
25to be in a record immediately after the conversion becomes effective.
AB566,244,1
1(g) Any other matters required by the governing law of the converting entity.
AB566,313 2Section 313. 180.1161 (3m) of the statutes is created to read:
AB566,244,43 180.1161 (3m) In addition to the requirements of sub. (3), a plan of conversion
4may contain any other provision relating to the conversion and not prohibited by law.
AB566,314 5Section 314. 180.1161 (4) (intro.) and (a) 1. of the statutes are amended to
6read:
AB566,244,87 180.1161 (4) (intro.) When a conversion is effective, all of the following shall
8occur
apply:
AB566,244,169 (a) 1. Except with respect to taxation laws of each jurisdiction that are
10applicable upon the conversion of the business entity, the business
The converting
11entity that was continues its existence in the form of the converted entity and is the
12same entity that existed before the conversion, except that the converting entity
is
13no longer subject to the applicable governing law of the jurisdiction that governed the
14organization of the prior form of business entity
that applied prior to the conversion
15and is subject to the applicable governing law of the jurisdiction that governs the new
16form of business
converted entity.
AB566,315 17Section 315. 180.1161 (4) (a) 2. of the statutes is repealed and recreated to
18read:
AB566,244,2019 180.1161 (4) (a) 2. a. Except as provided in this subdivision, no interest holder
20shall have interest holder liability with respect to the converting or converted entity.
AB566,245,221 b. If, under the governing law of the converting entity, one or more of the
22interest holders thereof had interest holder liability prior to the conversion with
23respect to the converting entity, such interest holder or holders shall continue to have
24such liability and any associated contribution and other rights to the extent provided
25in such governing law with respect to the debts, obligations, and other liabilities of

1the converting entity that accrued during the period or periods in which such interest
2holder or holders had such interest holder liability.
AB566,245,83 c. If, under the governing law of the converted entity, one or more of the interest
4holders thereof will have interest holder liability after the conversion with respect
5to the converted entity, such interest holder or holders will have such liability and
6any associated contribution and other rights to the extent provided in such governing
7law with respect to the debts, obligations, and other liabilities of the converted entity
8that accrue after the conversion.
AB566,245,99 d. This subdivision does not affect liability under any taxation laws.
AB566,316 10Section 316. 180.1161 (4) (b), (c) and (d) of the statutes are amended to read:
AB566,245,1311 180.1161 (4) (b) The business converted entity continues to have has all debts,
12obligations, and other
liabilities of the business converting entity that was
13converted
.
AB566,245,1614 (c) The business entity continues to be vested with title to all property owned
15by the business converting entity that was is vested in the converted entity without
16transfer, reversion, or impairment.
AB566,245,2117 (d) The articles of incorporation, articles of organization, certificate of limited
18partnership, or other similar governing document, whichever is applicable,

19organizational documents of the business converted entity are as provided in the
20plan of conversion and, to the extent such organizational documents are to be
21reflected in a public record, as provided in the articles of conversion
.
AB566,317 22Section 317 . 180.1161 (4) (f), (g) and (h) of the statutes are created to read:
AB566,246,523 180.1161 (4) (f) The interests of the converting entity that are to be converted
24into interests, securities, or obligations of the surviving entity, rights to acquire such
25interests or securities, money, other property, or any combination of the foregoing,

1are converted as provided in the plan of conversion, and the former interest holders
2of the converting entity are entitled only to the rights provided in the plan of
3conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to
4180.1331, 181.1180, or 183.1061 or otherwise under the governing law of the
5converting entity. All other terms and conditions of the conversion also take effect.
AB566,246,86 (g) Except as prohibited by other law or as otherwise provided in the articles
7and plan of conversion, all of the rights, privileges, immunities, powers, and
8purposes of the converting entity vest in the converted entity.
AB566,246,129 (h) Except as otherwise provided in the articles and plan of conversion, if the
10converting entity is a partnership, limited liability company, or other entity subject
11to dissolution under its governing law, the conversion does not dissolve the
12converting entity for the purposes of its governing law.
AB566,318 13Section 318 . 180.1161 (5) (intro.) of the statutes is renumbered 180.1161 (5)
14(am) (intro.) and amended to read:
AB566,246,1915 180.1161 (5) (am) (intro.) After the converting entity has approved a plan of
16conversion is submitted and approved, the business entity that is to be converted in
17accordance with its governing law, the converting entity
shall deliver, or cause to be
18delivered,
to the department for filing a certificate articles of conversion that
19includes include all of the following:
AB566,319 20Section 319 . 180.1161 (5) (a), (b) and (c) of the statutes are repealed.
AB566,320 21Section 320 . 180.1161 (5) (am) 1., 2., 3., 4., 5. and 6., (bm) and (cm) of the
22statutes are created to read:
AB566,246,2423 180.1161 (5) (am) 1. The name, type of entity, and governing law of the
24converting entity.
AB566,246,2525 2. The name, type of entity, and governing law of the converted entity.
AB566,247,2
13. A statement that the plan of conversion was approved and approved in
2accordance with its governing law.
AB566,247,43 4. Any organizational documents of the converted entity that are to be in a
4public record under its governing law.
AB566,247,65 5. A statement that the plan of conversion is on file at the principal office of the
6converted entity.
AB566,247,87 6. A statement that upon request the converted entity will provide a copy of the
8plan of conversion to any interest holder of the converting entity.
AB566,247,119 (bm) In addition to the requirements of par. (am), the articles of conversion may
10contain any other provisions relating to the conversion, as determined by the
11converting entity in accordance with the plan of conversion.
AB566,247,1312 (cm) A conversion takes effect at the effective date and time of the articles of
13conversion.
AB566,321 14Section 321. 180.1161 (6) of the statutes is amended to read:
AB566,247,1915 180.1161 (6) Any civil, criminal, administrative, or investigatory proceeding
16that is pending by or against a business the converting entity that is converted may
17be continued by or against the business entity after the effective date of conversion
18as if the conversion did not occur, or the converted entity may be substituted in the
19proceeding for the converting entity
.
AB566,322 20Section 322 . 180.1161 (7) of the statutes is created to read:
AB566,247,2421 180.1161 (7) (a) When a conversion takes effect, the department is an agent of
22any foreign converted entity for service of process in a proceeding to enforce any
23obligation or the rights of interest holders, in their capacity as such, of any converting
24entity.
AB566,248,3
1(b) When a conversion takes effect, any foreign converted entity shall timely
2honor the rights and obligations of interest holders, in their capacity as such, under
3this chapter with respect to any converting entity.
AB566,323 4Section 323 . 180.1161 (8) of the statutes is created to read:
AB566,248,115 180.1161 (8) When a conversion takes effect, any foreign converted entity may
6be served with process in this state for the collection and enforcement of any debts,
7obligations, or other liabilities of a domestic converting entity in the manner
8provided in s. 180.0504 or 180.1510, as applicable, except that references to the
9department in each section shall be treated as references to the appropriate
10authority under the foreign converted entity's governing law for purposes of applying
11this provision.
AB566,324 12Section 324. 180.1171 of the statutes is created to read:
AB566,248,20 13180.1171 Domestication authorized. A domestic corporation may
14domesticate as a non-United States entity subject to non-United States governing
15law while continuing to be a domestic corporation, and a non-United States entity
16may domesticate as a domestic corporation subject to this chapter while continuing
17to be an entity subject to its non-United States governing law pursuant to ss.
18180.1171 to 180.1175 and a plan of domestication, if the domestication is permitted
19under the governing law of the domesticating entity and permitted under the
20governing law of the domesticated entity.
AB566,325 21Section 325. 180.1172 of the statutes is created to read:
AB566,248,23 22180.1172 Plan of domestication. (1) A plan of domestication must be in a
23record and contain all of the following:
AB566,248,2424 (a) The name, type of entity, and governing law of the domesticating entity.
AB566,248,2525 (b) The name, type of entity, and governing law of the domesticated entity.
AB566,249,1
1(c) The terms and conditions of the domestication.
AB566,249,52 (d) The organizational documents of the domesticated entity that are to be in
3a record immediately after the domestication becomes effective, including any
4proposed amendments to the organizational documents of the domesticating entity
5that are to be in a record immediately after the domestication becomes effective.
AB566,249,7 6(2) In addition to the requirements of sub. (1), a plan of domestication may
7contain any other provision relating to the domestication and not prohibited by law.
AB566,326 8Section 326. 180.1173 of the statutes is created to read:
AB566,249,14 9180.1173 Approval of domestication; amendment; abandonment. (1)
10Subject to the governing law of each of the domesticating and domesticated entity,
11a plan of domestication must be approved by the shareholders of a domesticating
12Wisconsin corporation. A plan of domestication of a domesticating non-United
13States entity must be approved pursuant to the governing law of the domesticating
14entity.
AB566,249,20 15(2) Subject to the governing law of each of the domesticating and domesticated
16entity, after a plan of domestication is approved, and at any time before a
17domestication becomes effective, the domesticating entity may amend the plan of
18domestication or abandon the domestication as provided in the plan of domestication
19or, except as otherwise provided in the plan of domestication, with the same vote or
20consent as was required to approve the plan of domestication.
AB566,250,3 21(3) If, after articles of domestication have been delivered to the department for
22filing and before the domestication becomes effective, the plan of domestication is
23amended in a manner that requires an amendment to the articles of domestication
24or if the domestication is abandoned, a statement of amendment or abandonment,
25signed by the domesticating entity, must be delivered to the department for filing

1before the domestication becomes effective. When a statement of abandonment
2becomes effective, the domestication is abandoned and does not become effective.
3The statement of amendment or abandonment must contain all of the following:
AB566,250,54 (a) The name of the domesticating entity and the domesticated entity under the
5plan of domestication.
AB566,250,66 (b) The amendment to or abandonment of the articles of domestication.
AB566,250,87 (c) A statement that the amendment or abandonment was approved in
8accordance with this section.
AB566,327 9Section 327. 180.1174 of the statutes is created to read:
AB566,250,13 10180.1174 Filings required for domestication; effective date. (1) After
11the domesticating entity has approved a plan of domestication in accordance with its
12governing law, the domesticating entity shall deliver, or cause to be delivered, to the
13department for filing articles of domestication setting forth all of the following:
Loading...
Loading...