SB566: Bill Text

SB566,558 Section 558. 181.1175 of the statutes is created to read:

SB566,325,12 181.1175 Effect of domestication. (1) When a domestication becomes effective, all of the following apply:

SB566,325,16 (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity.

SB566,325,18 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

SB566,325,24 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticating entity.

SB566,326,6 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

SB566,326,7 4. This paragraph does not affect liability under any taxation laws.

SB566,326,9 (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

SB566,326,11 (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

SB566,326,15 (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

SB566,326,19 (e) The organizational documents of the domesticating entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

SB566,326,22 (f) The organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

SB566,326,25 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

SB566,327,4 (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

SB566,327,7 (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

SB566,559 Section 559. 181.1180 of the statutes is created to read:

SB566,327,14 181.1180 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. (1) This section shall apply with respect to a member in connection with a merger, interest exchange, conversion, or domestication of a domestic corporation if the member does not vote for or consent to the transaction and the transaction would do any of the following with respect to the member:

SB566,327,21 (a) Materially increase the current or potential obligations of the member with respect to any constituent, surviving, acquiring, acquired, converting, converted, domesticating, or domesticated corporation, whether as a result of becoming subject to personal interest holder liability with respect to the entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the surviving or converted entity, or otherwise.

SB566,327,23 (b) Treat the member's interests in the corporation in a manner different from the interests of the same class held by any other member.

SB566,328,8 (2) If this section applies with respect to a member in connection with the transaction, the corporation must offer to purchase the member's interest in the corporation as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis for any person to challenge, the effectiveness of the transaction, and the member's sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce the member's rights under this section. In order to accept the corporation's offer, a member must notify the corporation within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction.

SB566,328,14 (3) (a) The purchase price of the interest of the member pursuant to this section is the amount that would be distributable to the member if, on the date of the transaction, the assets of the corporation were sold and the corporation were wound up, with the sale price equal to the greater of the corporation's liquidation value or the value based on a sale of the corporation's entire activities and affairs as a going concern without the member.

SB566,328,18 (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the corporation, some or all amounts owing, whether or not presently due, from the member to the corporation may be offset against the purchase price.

SB566,328,22 (c) The corporation shall defend, indemnify, and hold the member harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the member.

SB566,329,2 (d) If no agreement for the purchase of the interest of the member pursuant to this section is reached within 120 days of the date of the transaction, the corporation, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the member the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b).

SB566,329,4 (e) The payment required by par. (d) must be accompanied by all of the following:

SB566,329,6 1. A statement of the corporation's assets and liabilities as of the date of the transaction.

SB566,329,7 2. The latest available corporate balance sheet and income statement, if any.

SB566,329,8 3. An explanation of how the estimated amount of the payment was calculated.

SB566,329,12 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the member commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase.

SB566,329,25 (4) The member may maintain an action against the corporation, pursuant to s. 181.0302 (1), to determine the purchase price of the member's interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the corporation has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase price of the member's interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the corporation's failure to make an offer or payment or to comply with sub. (3).

SB566,330,3 (5) A member does not give the consent required by sub. (1) merely by consenting to a provision of the bylaws that permits the bylaws to be amended with the consent of fewer than all the members.

SB566,560 Section 560 . 181.1420 (5) of the statutes is repealed.

SB566,561 Section 561 . 181.1421 (1) of the statutes is amended to read:

SB566,330,10 181.1421 (1) Notice of determination. If the department determines that one or more grounds exist under s. 181.1420 for dissolving a corporation, the department shall may give the corporation written notice of the department's determination by first-class mail, addressed to the corporation's registered agent. The notice shall be in writing and addressed to the agent of the corporation.

SB566,562 Section 562 . 181.1421 (4) of the statutes is amended to read:

SB566,330,16 181.1421 (4) Cure. (a) Within 60 days after the notice is effective takes effect under sub. (3), 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.

SB566,330,23 (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 the department's records to reflect each ground for dissolution and the effective date of such dissolution and . The department shall give the corporation notice of those facts in the same manner as a notice of determination under subs. (1) and (2) each ground for dissolution and the effective date of dissolution. The notice shall be in writing and addressed to the agent of the corporation.

SB566,563 Section 563 . 181.1421 (7) of the statutes is created to read:

SB566,331,2 181.1421 (7) Effect of dissolution on agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent.

SB566,564 Section 564 . 181.1422 (3) of the statutes is amended to read:

SB566,331,8 181.1422 (3) Effect of reinstatement ; relation back. When the reinstatement becomes effective, it shall, except as provided in sub. (4), 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.

SB566,565 Section 565 . 181.1422 (4) of the statutes is created to read:

SB566,331,11 181.1422 (4) Effect of reinstatement; additional rules. When reinstatement under this section is effective, all of the following rules apply:

SB566,331,13 (a) Except as provided in par. (b), the corporation's period of duration continues as if the dissolution had never occurred.

SB566,331,16 (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.

SB566,566 Section 566 . 181.1423 (2) of the statutes is amended to read:

SB566,331,24 181.1423 (2) Time for appeal of denial. 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. 181.0105 (4). The corporation shall appeal by petitioning the court to set aside the dissolution and attaching to the petition copies of the department's notice of dissolution, the corporation's application for reinstatement, and the department's notice of denial.

SB566,567 Section 567 . 181.1503 (1) (e) of the statutes is amended to read:

SB566,332,2 181.1503 (1) (e) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.

SB566,568 Section 568 . 181.1506 (2) (a) 1. of the statutes is repealed and recreated to read:

SB566,332,7 181.1506 (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.

SB566,569 Section 569. 181.1506 (2) (a) 3. of the statutes is amended to read:

SB566,332,11 181.1506 (2) (a) 3. A Any name reserved or registered under this chapter or ch. 178, 179, 180, 183, 185, or 193 or other law of this state providing for the reservation or registration of a name by a filing of a record by the department.

SB566,570 Section 570 . 181.1506 (2) (a) 6., 7. and 8. of the statutes are repealed.

SB566,571 Section 571. 181.1506 (2) (a) 9. of the statutes is amended to read:

SB566,332,16 181.1506 (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 or that has filed with the department a foreign registration statement.

SB566,572 Section 572. 181.1506 (3) (a) of the statutes is amended to read:

SB566,332,24 181.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock stock corporation, limited partnership, limited liability partnership, 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.

SB566,573 Section 573 . 181.1506 (3m) of the statutes is created to read:

SB566,333,9 181.1506 (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.

SB566,574 Section 574. 181.1506 (4) (intro.), (a) and (b) of the statutes are amended to read:

SB566,333,19 181.1506 (4) Corporate reorganizations. (intro.) A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation or stock corporation that is used in this state , or a limited liability company, limited partnership, limited liability partnership, foreign limited liability partnership, general cooperative association, or limited cooperative association, if the other corporation or stock corporation is incorporated entity is organized under or authorized to transact business in this state and the foreign corporation has done any of the following:

SB566,333,21 (a) Merged with the other domestic or foreign corporation or stock corporation entity.

SB566,333,23 (b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation entity.

SB566,575 Section 575. 181.1507 (intro.) of the statutes is renumbered 181.1507 (1m) and amended to read:

SB566,334,4 181.1507 (1m) Each foreign corporation shall designate and continuously maintain in this state a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the foreign corporation that the agent has consented to serve.

SB566,334,8 (2m) The registered office may, but need not, be the same as any of its places of business or activity. 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 services. The registered agent shall be any of the following:

SB566,576 Section 576 . 181.1507 (1) (title) of the statutes is repealed.

SB566,577 Section 577. 181.1507 (1) of the statutes is renumbered 181.1507 (2m) (a) and amended to read:

SB566,334,13 181.1507 (2m) (a) An individual A natural person who resides in this state and whose business office is identical with the registered office.

SB566,578 Section 578 . 181.1507 (2) (title) of the statutes is repealed.

SB566,579 Section 579. 181.1507 (2) of the statutes is renumbered 181.1507 (2m) (b) and amended to read:

SB566,334,20 181.1507 (2m) (b) A domestic corporation, stock corporation, limited partnership, limited liability partnership, or limited liability company , incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

SB566,580 Section 580 . 181.1507 (3) (title) of the statutes is repealed.

SB566,581 Section 581. 181.1507 (3) of the statutes is renumbered 181.1507 (2m) (c) and amended to read:

SB566,335,2 181.1507 (2m) (c) A foreign corporation, stock 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.

SB566,582 Section 582 . 181.1507 (3m) and (4m) of the statutes are created to read:

SB566,335,5 181.1507 (3m) A registered agent for a foreign corporation must have an e-mail address and a place of business or activity in this state.

SB566,335,7 (4m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

SB566,335,10 (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.

SB566,335,13 (b) If the registered agent resigns, to provide the notice required by s. 181.1509 to the foreign corporation at the address most recently supplied to the agent by the foreign corporation.

SB566,335,15 (c) To keep current the information with respect to the agent in the foreign corporation's certificate of authority.

SB566,583 Section 583 . 181.1508 of the statutes is repealed and recreated to read:

SB566,335,21 181.1508 Change of registered agent or registered office of foreign corporation. (1) A foreign corporation authorized to transact business in this state may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following:

SB566,335,22 (a) The name of the foreign corporation.

SB566,335,24 (b) The information that is to be in effect as a result of the filing of the statement of change.

SB566,336,3 (2) 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.

SB566,336,5 (3) As an alternative to using the procedure in this section, a foreign corporation may amend its certificate of authority.

SB566,584 Section 584 . 181.1509 (1) (title) of the statutes is repealed.