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AB566,374 21Section 374. 180.1531 (2) (c) 2. (intro.) and b. of the statutes are created to
22read:
AB566,265,2423 180.1531 (2) (c) 2. (intro.) When the reinstatement under this section is
24effective, all of the following shall apply:
AB566,266,2
1b. The rights of a person arising out of an act or omission in reliance on the
2revocation before the person knew or had notice of the reinstatement are unaffected.
AB566,375 3Section 375. 180.1531 (2) (c) 2. of the statutes is renumbered 180.1531 (2) (c)
42. a. and amended to read:
AB566,266,85 180.1531 (2) (c) 2. a. A Except as provided in subd. 2. b., the reinstatement
6under this paragraph shall relate relates back to and take takes effect as of the
7effective date of the revocation, and the foreign corporation may resume carrying on
8its business as if the revocation never occurred.
AB566,376 9Section 376. 180.1531 (2m) (a) of the statutes is amended to read:
AB566,266,1410 180.1531 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the
11department as undeliverable, the department shall again give notice to the
12corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and
13except
Except as provided under par. (b), the this notice under this paragraph shall
14be in writing and addressed to the principal office of the foreign corporation.
AB566,377 15Section 377. 180.1532 (1) of the statutes is amended to read:
AB566,266,2216 180.1532 (1) A foreign corporation may appeal the department's revocation of
17its certificate of authority under s. 180.1530 (1) to the circuit court for the county
18where the foreign corporation's principal office or, if none in this state, its registered
19office is located, within 30 days after the notice of revocation takes effect under s.
20180.0141 (5) (a). The To appeal, the foreign corporation shall appeal by petitioning
21petition the court to set aside the revocation and attaching attach to the petition
22copies of its certificate of authority and the department's notice of revocation.
AB566,378 23Section 378. 180.1622 (1) (intro.), (b), (c) and (d) of the statutes are amended
24to read:
AB566,267,4
1180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic
2corporation and each foreign corporation authorized to transact business in this
3state shall file with deliver to the department an annual report that includes states
4all of the following information:
AB566,267,65 (b) The street address of its registered office in this state and the name and
6e-mail address
of its registered agent at that office in this state.
AB566,267,77 (c) The e-mail address and street address of its principal office.
AB566,267,88 (d) The name and business street address of each director and principal officer.
AB566,379 9Section 379. 180.1622 (2) of the statutes is amended to read:
AB566,267,1410 180.1622 (2) (a) Information in the annual report shall be current as of the date
11on which the annual report is executed on behalf of a signed by the domestic
12corporation, except that the information required by sub. (1) (f) and (g) shall be
13current as of the close of the domestic corporation's fiscal year immediately before the
14date by which the annual report is required to be delivered to the department.
AB566,267,2015 (b) Information in the annual report shall be current as of the date on which
16the annual report is executed on behalf of a signed by the foreign corporation, except
17that the information required by sub. (1) (f) to (i) shall be current as of the date of the
18close of the foreign corporation's fiscal year in the 12 months ending on the
19September 30 immediately before the date by which the annual report is required
20to be delivered to the department.
AB566,380 21Section 380. 180.1622 (6) of the statutes is created to read:
AB566,267,2522 180.1622 (6) If an annual report contains a registered office or registered agent
23which differs from the information shown in the records of the department
24immediately before the report becomes effective, the differing information is
25considered a statement of change under s. 180.0502 or 180.1508.
AB566,381
1Section 381. 180.1706 (1) of the statutes is amended to read:
AB566,268,92 180.1706 (1) Except to the extent that the corporation's articles of
3incorporation are amended to provide that the voting requirements of s. 180.1003 (3),
4180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and
5(3) govern the shareholder vote required on a proposal concerning a subject covered
6by s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2)
7if the corporation was organized before January 1, 1973, and has not expressly
8elected, before January 1, 1991, majority or greater affirmative voting requirements
9under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal.
AB566,382 10Section 382. 180.1706 (2) (intro.) of the statutes is amended to read:
AB566,268,1411 180.1706 (2) (intro.) Except as provided in sub. (3), in lieu of the vote required
12by s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2),
13whichever is applicable to the subject matter of a proposal, a proposal described in
14sub. (1) must be approved as follows:
AB566,383 15Section 383. 180.1707 (1) of the statutes is amended to read:
AB566,268,2116 180.1707 (1) Sections 180.1004 and 180.1103 (4) (a) 180.11032 (4) do not apply
17to shares of a preexisting class if a corporation in existence on January 1, 1991
18provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004
19and 180.1103 180.11032 (4), govern whether shares of a preexisting class are entitled
20to vote as a class on a proposed amendment to the articles of incorporation or plan
21of merger.
AB566,384 22Section 384. 180.1708 (5) of the statutes is amended to read:
AB566,269,223 180.1708 (5) Mergers. Sections 180.1101 and 180.1103, 180.11012, and
24180.11031
to 180.1106 apply to a merger, and ss. 180.1301 to 180.1331 apply to

1dissenters' rights arising from a merger, for which a plan of merger is approved by
2the board of directors on or after January 1, 1991.
AB566,385 3Section 385. 180.1805 (5) of the statutes is amended to read:
AB566,269,64 180.1805 (5) By merger or share interest exchange that becomes effective
5under ss. 180.1101 to 180.1106 or a share an interest exchange of existing shares for
6other shares of a different class or series in the corporation.
AB566,386 7Section 386. 180.1813 (title) of the statutes is amended to read:
AB566,269,8 8180.1813 (title) Merger, share interest exchange, and sale of assets.
AB566,387 9Section 387. 180.1813 (1) of the statutes is amended to read:
AB566,269,1510 180.1813 (1) (a) Notwithstanding ss. 180.1103 180.11032 (3) to (5) and
11180.1104, a plan of merger or share interest exchange that will terminate the status
12of the corporation as a statutory close corporation must be approved by the holders
13of at least two-thirds of the votes of each class or series of shares of the statutory close
14corporation, voting as separate voting groups, whether or not the holders are
15otherwise entitled to vote on the plan.
AB566,269,2016 (b) Notwithstanding ss. 180.1103 180.11032 (3) to (5) and 180.1104, a plan of
17merger under which the surviving corporation will become a statutory close
18corporation must be approved by the holders of at least two-thirds of the votes of each
19class or series of shares of the surviving corporation, voting as separate voting
20groups, whether or not the holders are otherwise entitled to vote on the plan.
AB566,270,221 (c) Notwithstanding s. 180.1103 180.11032 (3) and (4), if under a plan of share
22interest exchange the corporation whose shares will be acquired in the share interest
23exchange will become a statutory close corporation, the share interest exchange
24must be approved by the holders of at least two-thirds of the votes of each class or

1series of shares of the corporation whose shares will be acquired, voting as separate
2voting groups, whether or not the holders are otherwise entitled to vote on the plan.
AB566,270,53 (d) If a plan of merger or share interest exchange is approved, a shareholder
4who did not vote in favor of the plan is entitled to assert dissenters' rights under ss.
5180.1301 to 180.1331.
AB566,388 6Section 388. 181.0103 (5) of the statutes is amended to read:
AB566,270,107 181.0103 (5) “Corporation" or “domestic corporation" means, except as used in
8subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that
9is incorporated under or becomes subject to the provisions of this chapter, except a
10foreign corporation.
AB566,389 11Section 389 . 181.0103 (10g) of the statutes is created to read:
AB566,270,1312 181.0103 (10g) “Domestic" means, with respect to an entity, an entity whose
13governing law is the law of this state.
AB566,390 14Section 390. 181.0103 (12) of the statutes is amended to read:
AB566,270,2215 181.0103 (12) “Entity" means any person other than a natural person an
16individual and includes a domestic corporation; a foreign corporation; a limited
17liability company; a stock corporation; a partnership; a limited partnership; a
18general cooperative association; a limited cooperative association; a profit or
19nonprofit unincorporated association; a statutory trust; a business trust; a
20common-law business trust; an estate; a trust; an association, joint venture, public
21corporation, government or governmental subdivision, agency, or instrumentality;
22or any other legal or commercial entity
.
AB566,391 23Section 391 . 181.0103 (12g) of the statutes is created to read:
AB566,270,2524 181.0103 (12g) “Foreign" means, with respect to an entity, an entity whose
25governing law is other than the law of this state.
AB566,392
1Section 392. 181.0103 (13) of the statutes is amended to read:
AB566,271,42 181.0103 (13) “Foreign corporation" means a nonprofit or nonstock corporation
3organized under a law other than the law of this state and whose governing law is
4other than the law of this state
.
AB566,393 5Section 393 . 181.0103 (13g) and (13m) of the statutes are created to read:
AB566,271,76 181.0103 (13g) “General cooperative association" means, with respect to a
7Wisconsin cooperative, a cooperative organized under ch. 185.
AB566,271,12 8(13m) “Governing law" means, with respect to an entity, the law of the
9jurisdiction that collectively governs its internal affairs and the liability of the
10persons associated with the entity for a debt, obligation, or other liability of the entity
11under s. 181.0107 or the corresponding applicable law with respect to entities other
12than domestic corporations.
AB566,394 13Section 394 . 181.0103 (14g) and (14m) of the statutes are created to read:
AB566,271,1614 181.0103 (14g) “Jurisdiction," used to refer to a political entity, means the
15United States, a state, a foreign country, or a political subdivision of a foreign
16country.
AB566,271,18 17(14m) “Limited cooperative association" means, with respect to a Wisconsin
18cooperative, a cooperative organized under ch. 193.
AB566,395 19Section 395 . 181.0103 (18m) of the statutes is created to read:
AB566,271,2520 181.0103 (18m) “Person" means an individual, business corporation, nonprofit
21or nonstock corporation, partnership, limited partnership, limited liability company,
22general cooperative association, limited cooperative association, unincorporated
23association, statutory trust, business trust, common-law business trust, estate,
24trust, association, joint venture, public corporation, government or governmental
25subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB566,396
1Section 396. 181.0103 (19) of the statutes is amended to read:
AB566,272,62 181.0103 (19) “Principal office" means the office, whether in or outside this
3state, of a domestic corporation or foreign corporation in which are located its
4principal executive offices and, if the domestic corporation or foreign corporation has
5filed an annual report under s. 181.1622 181.0214, that is designated as the principal
6office in its most recent annual report.
AB566,397 7Section 397 . 181.0103 (20m) and (20r) of the statutes are created to read:
AB566,272,98 181.0103 (20m) “Property" means all property, whether real, personal, or
9mixed or tangible or intangible, or any right or interest therein.
AB566,272,12 10(20r) “Record," used as a noun, means information that is inscribed on a
11tangible medium or that is stored in an electronic or other medium and is retrievable
12in perceivable form.
AB566,398 13Section 398 . 181.0103 (21m) of the statutes is created to read:
AB566,272,1614 181.0103 (21m) “Registered agent" means an agent of a corporation or foreign
15corporation that is authorized to receive service of any process, notice, or demand
16required or permitted by law to be served on the corporation or foreign corporation.
AB566,399 17Section 399 . 181.0103 (23m) of the statutes is created to read:
AB566,272,2018 181.0103 (23m) “State" means a state of the United States, the District of
19Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession
20subject to the jurisdiction of the United States.
AB566,400 21Section 400 . 181.0103 (24m) of the statutes is created to read:
AB566,272,2222 181.0103 (24m) “Transfer" includes all of the following:
AB566,272,2323 (a) An assignment.
AB566,272,2424 (b) A conveyance.
AB566,272,2525 (c) A sale.
AB566,273,1
1(d) A lease.
AB566,273,22 (e) An encumbrance, including a mortgage or security interest.
AB566,273,33 (f) A gift.
AB566,273,44 (g) A transfer by operation of law.
AB566,401 5Section 401. 181.0105 of the statutes is created to read:
AB566,273,7 6181.0105 Knowledge; notice. (1) A person knows a fact if any of the
7following applies:
AB566,273,88 (a) The person has actual knowledge of the fact.
AB566,273,99 (b) The person is deemed to know the fact under law other than this chapter.
AB566,273,11 10(2) A person has notice of a fact if the person has reason to know the fact from
11all the facts known to the person at the time in question.
AB566,273,15 12(3) Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies
13another person of a fact by taking steps reasonably required to inform the other
14person in ordinary course, whether or not those steps cause the other person to know
15the fact.
AB566,273,18 16(4) This subsection applies to notice that is required under this chapter and
17that is made subject to this subsection by express reference to this subsection.
18Written notice is effective at the earliest of the following:
AB566,273,1919 (a) When received.
AB566,273,2120 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
21addressed.
AB566,273,2422 (c) On the date shown on the return receipt, if sent by registered or certified
23mail, return receipt requested, and the receipt is signed by or on behalf of the
24addressee.
AB566,274,2
1(d) For notices from the department, upon successful transmission by e-mail
2as provided in this chapter.
AB566,402 3Section 402. 181.0107 of the statutes is created to read:
AB566,274,4 4181.0107 Governing law. The law of this state governs all of the following:
AB566,274,5 5(1) The internal affairs of a corporation.
AB566,274,7 6(2) The liability of a member as member and a director as director for a debt,
7obligation, or other liability of a corporation.
AB566,403 8Section 403. 181.0120 of the statutes is repealed.
AB566,404 9Section 404. 181.0121 (1) (a) 3. of the statutes is amended to read:
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