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AB566,323,2
1181.1172 Plan of domestication. (1) A plan of domestication must be in a
2record and contain all of the following:
AB566,323,33 (a) The name, type of entity, and governing law of the domesticating entity.
AB566,323,44 (b) The name, type of entity, and governing law of the domesticated entity.
AB566,323,55 (c) The terms and conditions of the domestication.
AB566,323,96 (d) The organizational documents of the domesticated entity that are to be in
7a record immediately after the domestication becomes effective, including any
8proposed amendments to the organizational documents of the domesticating entity
9that are to be in a record immediately after the domestication becomes effective.
AB566,323,11 10(2) In addition to the requirements of sub. (1), a plan of domestication may
11contain any other provision relating to the domestication and not prohibited by law.
AB566,556 12Section 556. 181.1173 of the statutes is created to read:
AB566,323,18 13181.1173 Approval of domestication; amendment; abandonment. (1)
14Subject to s. 181.1180, a plan of domestication must be approved in accordance with
15the procedures that govern a plan of merger under s. 181.1103 for the submission and
16approval of a plan of domestication with respect to a domesticating Wisconsin
17corporation. A plan of domestication of a non-United States domesticating entity
18must be approved pursuant to the governing law of the domesticating entity.
AB566,323,24 19(2) Subject to s. 181.1180 and the governing law of each of the domesticating
20entity and domesticated entity, after a plan of domestication is approved, and at any
21time before a domestication becomes effective, the domesticating entity may amend
22the plan of domestication or abandon the domestication as provided in the plan of
23domestication or, except as otherwise provided in the plan of domestication, with the
24same vote or consent as was required to approve the plan of domestication.
AB566,324,8
1(3) If, after articles of domestication have been delivered to the department for
2filing and before the domestication becomes effective, the plan of domestication is
3amended in a manner that requires an amendment to the articles of domestication
4or if the domestication is abandoned, a statement of amendment or abandonment,
5signed by the domesticating entity, must be delivered to the department for filing
6before the domestication becomes effective. When a statement of abandonment
7becomes effective, the domestication is abandoned and does not become effective.
8The statement of amendment or abandonment must contain all of the following:
AB566,324,109 (a) The name of the domesticating entity and the domesticated entity under the
10plan of domestication.
AB566,324,1111 (b) The amendment to or abandonment of the articles of domestication.
AB566,324,1312 (c) A statement that the amendment or abandonment was approved in
13accordance with this section.
AB566,557 14Section 557. 181.1174 of the statutes is created to read:
AB566,324,18 15181.1174 Filings required for domestication; effective date. (1) After
16the domesticating entity has approved a plan of domestication in accordance with its
17governing law, the domesticating entity shall deliver, or cause to be delivered, to the
18department for filing articles of domestication setting forth all of the following:
AB566,324,1919 (a) The name, type of entity, and governing law of the domesticating entity.
AB566,324,2020 (b) The name, type of entity, and governing law of the domesticated entity.
AB566,324,2221 (c) A statement that a plan of domestication has been approved and adopted
22by the domesticating entity in accordance with its governing law.
AB566,324,2523 (d) Any amendments to the organizational documents of the domesticating
24entity and any organizational documents of the domesticated entity that are to be in
25a public record under their respective governing laws.
AB566,325,2
1(e) A statement that the plan of domestication is on file at the principal office
2of the domesticated entity.
AB566,325,43 (f) A statement that upon request the domesticated entity will provide a copy
4of the plan of domestication to any interest holder in the domesticating entity.
AB566,325,7 5(2) In addition to the requirements of sub. (1), the articles of domestication may
6contain any other provisions relating to the domestication, as determined by the
7domesticating entity in accordance with the plan of domestication.
AB566,325,9 8(3) A domestication takes effect at the effective date and time of the articles of
9domestication.
AB566,558 10Section 558. 181.1175 of the statutes is created to read:
AB566,325,12 11181.1175 Effect of domestication. (1) When a domestication becomes
12effective, all of the following apply:
AB566,325,1613 (a) The domesticating entity becomes a domestic entity under and becomes
14subject to the governing law of the jurisdiction in which it has domesticated while
15continuing to be a domestic organization under and subject to the governing law of
16the domesticating entity.
AB566,325,1817 (am) 1. Except as provided in this paragraph, no interest holder shall have
18interest holder liability with respect to the domesticating or domesticated entity.
AB566,325,2419 2. If, under the governing law of the domesticating entity, one or more of the
20interest holders thereof has interest holder liability with respect to the
21domesticating entity, such interest holder or holders shall continue to have such
22liability and any associated contribution and other rights to the extent provided in
23such governing law with respect to the debts, obligations, and other liabilities of the
24domesticating entity.
AB566,326,6
13. If, under the governing law of the domesticated entity, one or more of the
2interest holders thereof will have interest holder liability after the domestication
3with respect to the domesticated entity, such interest holder or holders will have such
4liability and associated contribution and other rights to the extent provided in such
5governing law with respect to the debts, obligations, and other liabilities of the
6domesticated entity that accrue after the domestication.
AB566,326,77 4. This paragraph does not affect liability under any taxation laws.
AB566,326,98 (b) The title to all property owned by the domesticating entity is vested in the
9domesticated entity without transfer, reversion, or impairment.
AB566,326,1110 (c) The domesticated entity has all debts, obligations, or other liabilities of the
11domesticating entity.
AB566,326,1512 (d) A civil, criminal, or administrative proceeding pending by or against the
13domesticating entity may be continued as if the domestication did not occur, or the
14domesticated entity may be substituted in the proceeding for the domesticating
15entity.
AB566,326,1916 (e) The organizational documents of the domesticating entity are amended to
17the extent, if any, provided in the plan of domestication and, to the extent such
18amendments are to be reflected in a public record, as provided in the articles of
19domestication.
AB566,326,2220 (f) The organizational documents of the domesticated entity are as provided in
21the plan of domestication and, to the extent such organizational documents are to be
22reflected in a public record, as provided in the articles of domestication.
AB566,326,2523 (g) Except as prohibited by other law or as otherwise provided in the articles
24and plan of domestication, all of the rights, privileges, immunities, powers, and
25purposes of the domesticating entity vest in the domesticated entity.
AB566,327,4
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.
AB566,327,7 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.
AB566,559 8Section 559. 181.1180 of the statutes is created to read:
AB566,327,14 9181.1180 Restrictions on approval of mergers, interest exchanges,
10conversions, and domestications.
(1) This section shall apply with respect to a
11member in connection with a merger, interest exchange, conversion, or
12domestication of a domestic corporation if the member does not vote for or consent
13to the transaction and the transaction would do any of the following with respect to
14the member:
AB566,327,2115 (a) Materially increase the current or potential obligations of the member with
16respect to any constituent, surviving, acquiring, acquired, converting, converted,
17domesticating, or domesticated corporation, whether as a result of becoming subject
18to personal interest holder liability with respect to the entity as a consequence of
19being an owner of the entity, becoming subject to affirmative or negative obligations
20under the organizational documents of the entity, becoming subject to tax on the
21income of the surviving or converted entity, or otherwise.
AB566,327,2322 (b) Treat the member's interests in the corporation in a manner different from
23the interests of the same class held by any other member.
AB566,328,8 24(2) If this section applies with respect to a member in connection with the
25transaction, the corporation must offer to purchase the member's interest in the

1corporation as provided in sub. (3). Actual or alleged failure to comply with this
2section shall not have any impact on, and shall not constitute any basis for any
3person to challenge, the effectiveness of the transaction, and the member's sole
4remedy with respect to such failure shall be to commence an action under sub. (4) and
5otherwise enforce the member's rights under this section. In order to accept the
6corporation's offer, a member must notify the corporation within 60 days of receipt
7of the offer. Both the offer and the acceptance may be conditioned upon
8consummation of the transaction.
AB566,328,14 9(3) (a) The purchase price of the interest of the member pursuant to this section
10is the amount that would be distributable to the member if, on the date of the
11transaction, the assets of the corporation were sold and the corporation were wound
12up, with the sale price equal to the greater of the corporation's liquidation value or
13the value based on a sale of the corporation's entire activities and affairs as a going
14concern without the member.
AB566,328,1815 (b) Interest accrues on the purchase price from the date of the transaction to
16the date of payment. At the option of the corporation, some or all amounts owing,
17whether or not presently due, from the member to the corporation may be offset
18against the purchase price.
AB566,328,2219 (c) The corporation shall defend, indemnify, and hold the member harmless
20against all liabilities of the surviving, acquiring, converted, or domesticated entity,
21as the case may be, incurred after the transaction, except liabilities incurred by an
22act of the member.
AB566,329,223 (d) If no agreement for the purchase of the interest of the member pursuant to
24this section is reached within 120 days of the date of the transaction, the corporation,
25or the surviving, acquiring, converted, or domesticated entity, as the case may be,

1shall pay, or cause to be paid, in money to the member the amount it estimates to be
2the purchase price and accrued interest, reduced by any offsets under par. (b).
AB566,329,43 (e) The payment required by par. (d) must be accompanied by all of the
4following:
AB566,329,65 1. A statement of the corporation's assets and liabilities as of the date of the
6transaction.
AB566,329,77 2. The latest available corporate balance sheet and income statement, if any.
AB566,329,88 3. An explanation of how the estimated amount of the payment was calculated.
AB566,329,129 4. Written notice that the payment is in full satisfaction of the obligation to
10purchase unless, not later than 120 days after the written notice, the member
11commences an action to determine the purchase price, any offsets and accrued
12interest under par. (b), or other terms of the obligation to purchase.
AB566,329,25 13(4) The member may maintain an action against the corporation, pursuant to
14s. 181.0302 (1), to determine the purchase price of the member's interest, any offsets
15and accrued interest under sub. (3) (b), or other terms of the obligation to purchase.
16The action must be commenced not later than 120 days after the corporation has
17made payment in accordance with sub. (3) (d) or within one year after written
18demand for payment if no offer is made in accordance with sub. (2). The court shall
19determine the purchase price of the member's interest, any offset due under sub. (3)
20(b), and accrued interest, and enter judgment for any additional payment or refund.
21The court may assess reasonable attorney fees and the fees and expenses of
22appraisers or other experts for a party to the action, in amounts the court finds
23equitable, against a party that the court finds acted arbitrarily, vexatiously, or not
24in good faith. The finding may be based on the corporation's failure to make an offer
25or payment or to comply with sub. (3).
AB566,330,3
1(5) A member does not give the consent required by sub. (1) merely by
2consenting to a provision of the bylaws that permits the bylaws to be amended with
3the consent of fewer than all the members.
AB566,560 4Section 560 . 181.1420 (5) of the statutes is repealed.
AB566,561 5Section 561 . 181.1421 (1) of the statutes is amended to read:
AB566,330,106 181.1421 (1) Notice of determination. If the department determines that one
7or more grounds exist under s. 181.1420 for dissolving a corporation, the department
8shall may give the corporation written notice of the department's determination by
9first-class mail, addressed to the corporation's registered agent
. The notice shall be
10in writing and addressed to the agent of the corporation.
AB566,562 11Section 562 . 181.1421 (4) of the statutes is amended to read:
AB566,330,1612 181.1421 (4) Cure. (a) Within 60 days after the notice is effective takes effect
13under sub. (3), the corporation shall, with respect to each ground for dissolution,
14either
correct each such ground for dissolution or demonstrate to the reasonable
15satisfaction of the department that each such ground determined by the department
16does not exist.
AB566,330,2317 (b) If the corporation fails to satisfy par. (a), the department shall may
18administratively dissolve the corporation. The department shall enter by entering
19a notation in the department's records to reflect each ground for dissolution and the
20effective date of such dissolution and . The department shall give the corporation
21notice of those facts in the same manner as a notice of determination under subs. (1)
22and (2)
each ground for dissolution and the effective date of dissolution. The notice
23shall be in writing and addressed to the agent of the corporation
.
AB566,563 24Section 563 . 181.1421 (7) of the statutes is created to read:
AB566,331,2
1181.1421 (7) Effect of dissolution on agent. The administrative dissolution
2of a corporation does not terminate the authority of its registered agent.
AB566,564 3Section 564 . 181.1422 (3) of the statutes is amended to read:
AB566,331,84 181.1422 (3) Effect of reinstatement ; relation back. When the
5reinstatement becomes effective, it shall, except as provided in sub. (4), relate back
6to and take effect as of the effective date of the administrative dissolution, and the
7corporation may resume carrying on its business as if the administrative dissolution
8had never occurred.
AB566,565 9Section 565 . 181.1422 (4) of the statutes is created to read:
AB566,331,1110 181.1422 (4) Effect of reinstatement; additional rules. When reinstatement
11under this section is effective, all of the following rules apply:
AB566,331,1312 (a) Except as provided in par. (b), the corporation's period of duration continues
13as if the dissolution had never occurred.
AB566,331,1614 (b) The rights of a person arising out of an act or omission in reliance on the
15dissolution before the person knew or had notice of the reinstatement are not
16affected.
AB566,566 17Section 566 . 181.1423 (2) of the statutes is amended to read:
AB566,331,2418 181.1423 (2) Time for appeal of denial. The corporation may appeal the denial
19of reinstatement to the circuit court for the county where the corporation's principal
20office or, if none in this state, its registered office is located, within 30 days after
21service of the notice of denial is perfected effective under s. 181.0105 (4). The
22corporation shall appeal by petitioning the court to set aside the dissolution and
23attaching to the petition copies of the department's notice of dissolution, the
24corporation's application for reinstatement, and the department's notice of denial.
AB566,567 25Section 567 . 181.1503 (1) (e) of the statutes is amended to read:
AB566,332,2
1181.1503 (1) (e) The street address of its registered office in this state and the
2name and e-mail address of its registered agent at that office.
AB566,568 3Section 568 . 181.1506 (2) (a) 1. of the statutes is repealed and recreated to
4read:
AB566,332,75 181.1506 (2) (a) 1. Any name of an existing person whose formation required
6the filing of a record by the department and which is not at the time administratively
7dissolved.
AB566,569 8Section 569. 181.1506 (2) (a) 3. of the statutes is amended to read:
AB566,332,119 181.1506 (2) (a) 3. A Any name reserved or registered under this chapter or
10ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the
11reservation or registration of a name by a filing of a record by the department
.
AB566,570 12Section 570 . 181.1506 (2) (a) 6., 7. and 8. of the statutes are repealed.
AB566,571 13Section 571. 181.1506 (2) (a) 9. of the statutes is amended to read:
AB566,332,1614 181.1506 (2) (a) 9. The Any name of a limited liability partnership formed
15under the laws of, or registered in, this state
whose statement of qualification is in
16effect or that has filed with the department a foreign registration statement
.
AB566,572 17Section 572. 181.1506 (3) (a) of the statutes is amended to read:
AB566,332,2418 181.1506 (3) (a) The other foreign corporation or the domestic corporation,
19limited liability company, nonstock stock corporation, limited partnership, limited
20liability partnership, foreign limited liability partnership, general cooperative
21association, or unincorporated limited cooperative association consents to the use in
22writing and submits an undertaking in a form satisfactory to the department to
23change its name to a name that is distinguishable upon the records of the department
24from the name of the applicant or to cancel the registration or reservation.
AB566,573 25Section 573 . 181.1506 (3m) of the statutes is created to read:
AB566,333,9
1181.1506 (3m) In determining whether a name is the same as or not
2distinguishable on the records of the department from the name of another person,
3words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
4“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
5partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
6partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
7“limited liability company," “LLC," “cooperative association," or “cooperative," or a
8variation of these abbreviations that differs only with respect to capitalization of
9letters or punctuation, may not be taken into account.
AB566,574 10Section 574. 181.1506 (4) (intro.), (a) and (b) of the statutes are amended to
11read:
AB566,333,1912 181.1506 (4) Corporate reorganizations. (intro.) A foreign corporation may
13use in this state the name, including the fictitious name, of another domestic or
14foreign corporation or stock corporation that is used in this state , or a limited liability
15company, limited partnership, limited liability partnership, foreign limited liability
16partnership, general cooperative association, or limited cooperative association,
if
17the other corporation or stock corporation is incorporated entity is organized under
18or authorized to transact business in this state and the foreign corporation has done
19any of the following:
AB566,333,2120 (a) Merged with the other domestic or foreign corporation or stock corporation
21entity.
AB566,333,2322 (b) Been formed by reorganization of the other domestic or foreign corporation
23or stock corporation
entity.
AB566,575 24Section 575. 181.1507 (intro.) of the statutes is renumbered 181.1507 (1m)
25and amended to read:
AB566,334,4
1181.1507 (1m) Each foreign corporation shall designate and continuously
2maintain in this state a registered office and registered agent in this state. The
3designation of a registered agent is an affirmation of the fact by the foreign
4corporation that the agent has consented to serve
.
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