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:
AB566,250,1414
(a) The name, type of entity, and governing law of the domesticating entity.
AB566,250,1515
(b) The name, type of entity, and governing law of the domesticated entity.
AB566,250,1716
(c) A statement that a plan of domestication has been approved and adopted
17by the domesticating entity in accordance with its governing law.
AB566,250,2118
(d) Any amendments to the organizational documents of the domesticating
19entity and any organizational documents of the domesticated entity under s.
20180.1172 (1) (d) that are to be in a public record under their respective governing
21laws.
AB566,250,2322
(e) A statement that the plan of domestication is on file at the principal office
23of the domesticated entity.
AB566,251,3
1(f) A statement that upon request the domesticated entity will provide a copy
2of the plan of domestication to any person that was an interest holder in the
3domesticating entity at the time of the domestication.
AB566,251,6
4(2) In addition to the requirements of sub. (1), the articles of domestication may
5contain any other provisions relating to the domestication, as determined by the
6domesticating entity in accordance with the plan of domestication.
AB566,251,8
7(3) A domestication takes effect at the effective date and time of the articles of
8domestication.
AB566,328
9Section
328. 180.1175 of the statutes is created to read:
AB566,251,11
10180.1175 Effect of domestication.
(1) When a domestication becomes
11effective, all of the following apply:
AB566,251,1512
(a) The domesticating entity becomes a domestic entity under and becomes
13subject to the governing law of the jurisdiction in which it has domesticated while
14continuing to be a domestic organization under and subject to the governing law of
15the domesticating entity.
AB566,251,1716
(am) 1. Except as provided in this paragraph, no interest holder shall have
17interest holder liability with respect to the domesticating or domesticated entity.
AB566,251,2318
2. If, under the governing law of the domesticating entity, one or more of the
19interest holders thereof has interest holder liability with respect to the
20domesticating entity, such interest holder or holders shall continue to have such
21liability and any associated contribution and other rights to the extent provided in
22such governing law with respect to the debts, obligations, and other liabilities of the
23domesticating entity.
AB566,252,424
3. If, under the governing law of the domesticated entity, one or more of the
25interest holders thereof will have interest holder liability after the domestication
1with respect to the domesticated entity, such interest holder or holders will have such
2liability and associated contribution and other rights to the extent provided in such
3governing law with respect to the debts, obligations, and other liabilities of the
4domesticated entity that accrue after the domestication.
AB566,252,55
4. This paragraph does not affect liability under any taxation laws.
AB566,252,76
(b) The title to all property owned by the domesticating entity is vested in the
7domesticated entity without transfer, reversion, or impairment.
AB566,252,98
(c) The domesticated entity has all debts, obligations, or other liabilities of the
9domesticating entity.
AB566,252,1310
(d) A civil, criminal, or administrative proceeding pending by or against the
11domesticating entity may be continued as if the domestication did not occur, or the
12domesticated entity may be substituted in the proceeding for the domesticating
13entity.
AB566,252,1714
(e) The non-United States organizational documents of the domesticated
15entity are amended to the extent, if any, provided in the plan of domestication and,
16to the extent such amendments are to be reflected in a public record, as provided in
17the articles of domestication.
AB566,252,2118
(f) The United States organizational documents of the domesticated entity are
19as provided in the plan of domestication and, to the extent such organizational
20documents are to be reflected in a public record, as provided in the articles of
21domestication.
AB566,252,2422
(g) Except as prohibited by other law or as otherwise provided in the articles
23and plan of domestication, all of the rights, privileges, immunities, powers, and
24purposes of the domesticating entity vest in the domesticated entity.
AB566,253,4
1(2) Except as otherwise provided in the articles and plan of domestication, if
2the domesticating entity is a partnership, limited liability company, or other entity
3subject to dissolution under its governing law, the domestication does not dissolve
4the domesticating entity for the purposes of its governing law.
AB566,253,7
5(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts
6of this state to enforce any debt, obligation, or other liability owed by the
7domesticating or domesticated entity.
AB566,329
8Section
329. 180.1301 (2) of the statutes is amended to read:
AB566,253,139
180.1301
(2) “Corporation" means the issuer corporation or, if the corporate
10action giving rise to dissenters' rights under s. 180.1302 is a merger or
share interest 11exchange that has been effectuated, the surviving domestic corporation or foreign
12corporation of the merger or the acquiring domestic corporation or foreign
13corporation of the
share interest exchange.
AB566,330
14Section
330. 180.1302 (1) (a) 1. of the statutes is amended to read:
AB566,253,1615
180.1302
(1) (a) 1. Shareholder approval is required for the merger by s.
16180.1103 180.11032 or by the articles of incorporation.
AB566,331
17Section
331. 180.1302 (1) (a) 3. c. of the statutes is amended to read:
AB566,253,2318
180.1302
(1) (a) 3. c. The number of voting shares, as defined in s.
180.1103 19180.11032 (5) (a) 2., outstanding immediately after the merger, plus the number of
20voting shares issuable as a result of the merger, either by the conversion of securities
21issued pursuant to the merger or the exercise of rights or warrants issued pursuant
22to the merger, do not exceed by more than 20 percent the total number of voting
23shares of the parent outstanding immediately before the merger.
AB566,332
24Section
332. 180.1302 (1) (a) 3. d. of the statutes is amended to read:
AB566,254,7
1180.1302
(1) (a) 3. d. The number of participating shares, as defined in s.
2180.1103 180.11032 (5) (a) 1., outstanding immediately after the merger, plus the
3number of participating shares issuable as a result of the merger, either by the
4conversion of securities issued pursuant to the merger or the exercise of rights or
5warrants issued pursuant to the merger, do not exceed by more than 20 percent the
6total number of participating shares of the parent outstanding immediately before
7the merger.
AB566,333
8Section
333. 180.1302 (1) (b) of the statutes is amended to read:
AB566,254,119
180.1302
(1) (b) Consummation of a plan of
share interest exchange if the
10issuer corporation's shares will be acquired, and the shareholder or the shareholder
11holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.
AB566,334
12Section 334
. 180.1330 (2) of the statutes is amended to read:
AB566,254,1813
180.1330
(2) The corporation shall bring the special proceeding in the circuit
14court for the county where its principal office or, if none in this state, its registered
15office is located. If the corporation is a foreign corporation without a registered office
16in this state, it shall bring the special proceeding in the county in this state in which
17was located the registered office of the issuer corporation that merged with or whose
18shares interests were acquired by the foreign corporation.
AB566,335
19Section
335. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:
AB566,255,220
180.1407
(1) (intro.) A dissolved corporation may publish notice of its
21dissolution and request that persons with claims, whether known or unknown,
22against the corporation or its directors, officers or shareholders, in their capacities
23as such, present them in accordance with the notice. The notice shall be published
24as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county
25in this state where the dissolved corporation's principal office or, if none in this state,
1in the county where its registered office is or was last located. The notice shall
2include all of the following:
AB566,255,43
(b) A
statement that the claim must be in writing and provide a mailing address
4where the claim
may is to be sent.
AB566,336
5Section 336
. 180.1421 (1) of the statutes is amended to read:
AB566,255,106
180.1421
(1) If the department determines that one or more grounds exist
7under s. 180.1420 for dissolving a corporation, the department
shall may give the
8corporation
under s. 180.0141 notice of the determination.
Notwithstanding s.
9180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the
10registered office agent of the corporation.
AB566,337
11Section
337. 180.1421 (2) of the statutes is amended to read: