SB566: Bill Text

SB566,253,16 180.1302 (1) (a) 1. Shareholder approval is required for the merger by s. 180.1103 180.11032 or by the articles of incorporation.

SB566,331 Section 331. 180.1302 (1) (a) 3. c. of the statutes is amended to read:

SB566,253,23 180.1302 (1) (a) 3. c. The number of voting shares, as defined in s. 180.1103 180.11032 (5) (a) 2., outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of voting shares of the parent outstanding immediately before the merger.

SB566,332 Section 332. 180.1302 (1) (a) 3. d. of the statutes is amended to read:

SB566,254,7 180.1302 (1) (a) 3. d. The number of participating shares, as defined in s. 180.1103 180.11032 (5) (a) 1., outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of participating shares of the parent outstanding immediately before the merger.

SB566,333 Section 333. 180.1302 (1) (b) of the statutes is amended to read:

SB566,254,11 180.1302 (1) (b) Consummation of a plan of share interest exchange if the issuer corporation's shares will be acquired, and the shareholder or the shareholder holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.

SB566,334 Section 334 . 180.1330 (2) of the statutes is amended to read:

SB566,254,18 180.1330 (2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose shares interests were acquired by the foreign corporation.

SB566,335 Section 335. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:

SB566,255,2 180.1407 (1) (intro.) A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as such, present them in accordance with the notice. The notice shall be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state where the dissolved corporation's principal office or, if none in this state, in the county where its registered office is or was last located. The notice shall include all of the following:

SB566,255,4 (b) A statement that the claim must be in writing and provide a mailing address where the claim may is to be sent.

SB566,336 Section 336 . 180.1421 (1) of the statutes is amended to read:

SB566,255,10 180.1421 (1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department shall may give the corporation under s. 180.0141 notice of the determination. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the registered office agent of the corporation.

SB566,337 Section 337. 180.1421 (2) of the statutes is amended to read:

SB566,255,16 180.1421 (2) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the corporation shall, with respect to each ground for dissolution, either correct each such ground for dissolution or demonstrate to the reasonable satisfaction of the department that each such ground determined by the department does not exist.

SB566,255,24 (b) If the corporation fails to satisfy par. (a), the department shall may administratively dissolve the corporation. The department shall enter by entering a notation in its the department's records to reflect each ground for dissolution and the effective date of the dissolution and. The department shall give the corporation under s. 180.0141 notice of those facts. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the each ground for dissolution and the effective date of the dissolution. The notice shall be in writing and addressed to the registered office agent of the corporation.

SB566,338 Section 338 . 180.1421 (2m) (a) of the statutes is amended to read:

SB566,256,5 180.1421 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and except Except as provided under par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the corporation.

SB566,339 Section 339 . 180.1421 (5) of the statutes is created to read:

SB566,256,8 180.1421 (5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

SB566,340 Section 340 . 180.1422 (3) of the statutes is amended to read:

SB566,256,13 180.1422 (3) When the reinstatement becomes effective, it shall, except as provided in sub. (4) (b), relate back to and take effect as of the effective date of the administrative dissolution, and the corporation may resume carrying on its business as if the administrative dissolution had never occurred.

SB566,341 Section 341 . 180.1422 (4) of the statutes is created to read:

SB566,256,16 180.1422 (4) When reinstatement under this section is effective, all of the following rules apply:

SB566,256,18 (a) Except as provided in par. (b), the corporation's period of duration continues as if the dissolution had never occurred.

SB566,256,21 (b) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.

SB566,342 Section 342 . 180.1423 (2) of the statutes is amended to read:

SB566,257,4 180.1423 (2) The corporation may appeal the denial of reinstatement to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located, within 30 days after service of the notice of denial is perfected effective under s. 180.0141 (5) (a). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's certificate of dissolution, the corporation's application for reinstatement and the department's notice of denial.

SB566,343 Section 343 . 180.1503 (1) (e) of the statutes is amended to read:

SB566,257,7 180.1503 (1) (e) The address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,344 Section 344 . 180.1506 (2) (a) 1. of the statutes is repealed and recreated to read:

SB566,257,12 180.1506 (2) (a) 1. Any name of an existing person whose formation required the filing of a record by the department and which is not at the time administratively dissolved.

SB566,345 Section 345 . 180.1506 (2) (a) 2. of the statutes is amended to read:

SB566,257,17 180.1506 (2) (a) 2. A corporate Any name reserved or registered under s. 178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403 , 183.0113, or 183.0114 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

SB566,346 Section 346 . 180.1506 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.

SB566,347 Section 347 . 180.1506 (2) (a) 9. of the statutes is amended to read:

SB566,257,22 180.1506 (2) (a) 9. The Any name of a limited liability partnership formed under the laws of, or registered in, this state whose statement of qualification is in effect.

SB566,348 Section 348. 180.1506 (2) (b) of the statutes is amended to read:

SB566,258,4 180.1506 (2) (b) The corporate name of a foreign corporation is not distinguishable from a name referred to in par. (a) 1. to 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “registered limited liability partnership," “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.

SB566,349 Section 349 . 180.1506 (3) (a) of the statutes is amended to read:

SB566,258,13 180.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, registered foreign limited liability partnership, general cooperative association, or unincorporated limited cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant, or to cancel the registration or reservation.

SB566,350 Section 350 . 180.1506 (3m) of the statutes is created to read:

SB566,258,23 180.1506 (3m) In determining whether a name is the same as or not distinguishable on the records of the department from the name of another person, words, phrases, or abbreviations indicating a type of entity, such as “corporation," “Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited partnership," “LLLP," “registered limited liability limited partnership," “RLLLP," “limited liability company," “LLC," “cooperative association," or “cooperative," or a variation of these abbreviations that differs only with respect to capitalization of letters or punctuation, may not be taken into account.

SB566,351 Section 351 . 180.1506 (4) (intro.), (a) and (b) of the statutes are amended to read:

SB566,259,7 180.1506 (4) (intro.) A foreign corporation may use in this state the name, including the fictitious name, that is used in this state by a domestic corporation or another foreign corporation authorized to transact business in this state, or by a limited liability company, nonprofit or nonstock corporation, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the foreign corporation proposing to use the name has done any of the following:

SB566,259,8 (a) Merged with the other domestic corporation or foreign corporation entity.

SB566,259,10 (b) Been formed by reorganization of the other domestic corporation or foreign corporation entity.

SB566,352 Section 352 . 180.1507 of the statutes is renumbered 180.1507 (1m), and 180.1507 (1m) (intro.) and (c), as renumbered, are amended to read:

SB566,259,20 180.1507 (1m) (intro.) Each foreign corporation authorized to transact business in this state shall continuously designate and maintain in this state a registered office agent and registered agent office in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of its the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:

SB566,259,24 (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state, whose and the entity's business office is identical with the registered office.

SB566,353 Section 353 . 180.1507 (2m) and (3m) of the statutes are created to read:

SB566,260,2 180.1507 (2m) A registered agent for a foreign corporation must have an e-mail address and a place of business in this state.

SB566,260,4 (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

SB566,260,7 (a) To forward to the foreign corporation at the address most recently supplied to the agent by the foreign corporation any process, notice, or demand pertaining to the foreign corporation which is served on or received by the agent.

SB566,260,10 (b) If the registered agent resigns, to provide the notice required by s. 180.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.

SB566,260,12 (c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.

SB566,354 Section 354 . 180.1508 (1) (intro.) of the statutes is amended to read:

SB566,260,17 180.1508 (1) (intro.) A foreign corporation authorized to transact business in this state may change its registered office or registered agent, or both, by delivering to the department for filing a statement of change that, except as provided in sub. (2), includes states all of the following:

SB566,355 Section 355 . 180.1508 (1) (a) and (b) of the statutes are repealed.

SB566,356 Section 356 . 180.1508 (1) (d) of the statutes is amended to read:

SB566,260,21 180.1508 (1) (d) The name of its registered agent, as changed the e-mail address, and the street address of its registered office, as changed.

SB566,357 Section 357 . 180.1508 (1) (e) of the statutes is created to read:

SB566,260,24 180.1508 (1) (e) The information that is to be in effect as a result of the filing of the statement of change.

SB566,358 Section 358 . 180.1508 (1) (f) of the statutes is repealed.

SB566,359 Section 359. 180.1508 (1g) of the statutes is created to read:

SB566,261,4 180.1508 (1g) A foreign corporation authorized to transact business in this state may also change its registered office or registered agent, or both, by doing any of the following:

SB566,261,7 (a) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in an amended certificate of authority.

SB566,261,11 (b) Including the name of its registered agent, the e-mail address, and the street address of its registered office, as changed, in its annual report under s. 180.1622 or 180.1921. A change under this paragraph is effective on the date the annual report is filed by the department.

SB566,360 Section 360 . 180.1508 (1m) and (1r) of the statutes are created to read:

SB566,261,15 180.1508 (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the foreign corporation that the agent has consented to serve.

SB566,261,17 (1r) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

SB566,361 Section 361 . 180.1508 (2) of the statutes is renumbered 180.1508 (2) (intro.) and amended to read:

SB566,262,2 180.1508 (2) (intro.) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the foreign corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department for filing a statement of change that complies with sub. (1) and recites that the foreign corporation has been notified of the change. and states all of the following:

SB566,362 Section 362 . 180.1508 (2) (a), (b) and (c) of the statutes are created to read:

SB566,262,5 180.1508 (2) (a) The name of the foreign corporation represented by the registered agent.

SB566,262,7 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the foreign corporation.

SB566,262,8 (c) The new name, new e-mail address, or new street address of the agent.

SB566,363 Section 363 . 180.1508 (4) of the statutes is created to read:

SB566,262,12 180.1508 (4) A registered agent promptly shall furnish notice to the represented foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

SB566,364 Section 364 . 180.1509 (1) (intro.), (a), (b), (c) and (d) of the statutes are amended to read:

SB566,262,17 180.1509 (1) (intro.) The A registered agent of a foreign corporation may resign as agent for a foreign corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

SB566,262,18 (a) The name of the foreign corporation for which the registered agent is acting.

SB566,262,19 (b) The name of the registered agent.

SB566,262,21 (c) The street address of the foreign corporation's current registered office and its principal office to which the department will send the notice required by sub. (2).

SB566,262,23 (d) A statement that That the registered agent resigns from serving as registered agent for the foreign corporation.

SB566,365 Section 365 . 180.1509 (4) and (5) of the statutes are created to read:

SB566,263,5 180.1509 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect any contractual rights the foreign corporation has against the agent or that the agent has against the foreign corporation.

SB566,263,7 (5) A registered agent may resign with respect to a foreign corporation whether or not the foreign corporation is in good standing.