AB854: Bill Text

AB854,245,2 b. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting 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 converting entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

AB854,245,8 c. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will 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 converted entity that accrue after the conversion.

AB854,245,9 d. This subdivision does not affect liability under any taxation laws.

AB854,314 Section 314. 180.1161 (4) (b), (c) and (d) of the statutes are amended to read:

AB854,245,13 180.1161 (4) (b) The business converted entity continues to have has all debts, obligations, and other liabilities of the business converting entity that was converted.

AB854,245,16 (c) The business entity continues to be vested with title to all property owned by the business converting entity that was is vested in the converted entity without transfer, reversion, or impairment.

AB854,245,21 (d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, organizational documents of the business converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

AB854,315 Section 315 . 180.1161 (4) (f), (g) and (h) of the statutes are created to read:

AB854,246,5 180.1161 (4) (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, or 183.1061 or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

AB854,246,8 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

AB854,246,12 (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

AB854,316 Section 316 . 180.1161 (5) (intro.) of the statutes is renumbered 180.1161 (5) (am) (intro.) and amended to read:

AB854,246,19 180.1161 (5) (am) (intro.) After the converting entity has approved a plan of conversion is submitted and approved, the business entity that is to be converted in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing a certificate articles of conversion that includes include all of the following:

AB854,317 Section 317 . 180.1161 (5) (a), (b) and (c) of the statutes are repealed.

AB854,318 Section 318 . 180.1161 (5) (am) 1., 2., 3., 4., 5. and 6., (bm) and (cm) of the statutes are created to read:

AB854,246,24 180.1161 (5) (am) 1. The name, type of entity, and governing law of the converting entity.

AB854,246,25 2. The name, type of entity, and governing law of the converted entity.

AB854,247,2 3. A statement that the plan of conversion was approved and approved in accordance with its governing law.

AB854,247,4 4. Any organizational documents of the converted entity that are to be in a public record under its governing law.

AB854,247,6 5. A statement that the plan of conversion is on file at the principal office of the converted entity.

AB854,247,8 6. A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity.

AB854,247,11 (bm) In addition to the requirements of par. (am), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.

AB854,247,13 (cm) A conversion takes effect at the effective date and time of the articles of conversion.

AB854,319 Section 319. 180.1161 (6) of the statutes is amended to read:

AB854,247,19 180.1161 (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business the converting entity that is converted may be continued by or against the business entity after the effective date of conversion as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

AB854,320 Section 320 . 180.1161 (7) of the statutes is created to read:

AB854,247,24 180.1161 (7) (a) When a conversion takes effect, the department is an agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of any converting entity.

AB854,248,3 (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders, in their capacity as such, under this chapter with respect to any converting entity.

AB854,321 Section 321 . 180.1161 (8) of the statutes is created to read:

AB854,248,11 180.1161 (8) When a conversion takes effect, any foreign converted entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic converting entity in the manner provided in s. 180.0504 or 180.1510, as applicable, except that references to the department in each section shall be treated as references to the appropriate authority under the foreign converted entity's governing law for purposes of applying this provision.

AB854,322 Section 322. 180.1171 of the statutes is created to read:

AB854,248,20 180.1171 Domestication authorized. A domestic corporation may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic corporation, and a non-United States entity may domesticate as a domestic corporation subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 180.1171 to 180.1175 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.

AB854,323 Section 323. 180.1172 of the statutes is created to read:

AB854,248,23 180.1172 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

AB854,248,24 (a) The name, type of entity, and governing law of the domesticating entity.

AB854,248,25 (b) The name, type of entity, and governing law of the domesticated entity.

AB854,249,1 (c) The terms and conditions of the domestication.

AB854,249,5 (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.

AB854,249,7 (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.

AB854,324 Section 324. 180.1173 of the statutes is created to read:

AB854,249,14 180.1173 Approval of domestication; amendment; abandonment. (1) Subject to the governing law of each of the domesticating and domesticated entity, a plan of domestication must be approved by the shareholders of a domesticating Wisconsin corporation. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.

AB854,249,20 (2) Subject to the governing law of each of the domesticating and domesticated entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.

AB854,250,3 (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

AB854,250,5 (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

AB854,250,6 (b) The amendment to or abandonment of the articles of domestication.

AB854,250,8 (c) A statement that the amendment or abandonment was approved in accordance with this section.

AB854,325 Section 325. 180.1174 of the statutes is created to read:

AB854,250,13 180.1174 Filings required for domestication; effective date. (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following:

AB854,250,14 (a) The name, type of entity, and governing law of the domesticating entity.

AB854,250,15 (b) The name, type of entity, and governing law of the domesticated entity.

AB854,250,17 (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

AB854,250,21 (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 180.1172 (1) (d) that are to be in a public record under their respective governing laws.

AB854,250,23 (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

AB854,251,3 (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.

AB854,251,6 (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.

AB854,251,8 (3) A domestication takes effect at the effective date and time of the articles of domestication.

AB854,326 Section 326. 180.1175 of the statutes is created to read:

AB854,251,11 180.1175 Effect of domestication. (1) When a domestication becomes effective, all of the following apply:

AB854,251,15 (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.

AB854,251,17 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

AB854,251,23 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.

AB854,252,4 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.

AB854,252,5 4. This paragraph does not affect liability under any taxation laws.

AB854,252,7 (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

AB854,252,9 (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

AB854,252,13 (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.

AB854,252,17 (e) The non-United States organizational documents of the domesticated 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.

AB854,252,21 (f) The United States 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.

AB854,252,24 (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.

AB854,253,4 (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.

AB854,253,7 (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.

AB854,327 Section 327. 180.1301 (2) of the statutes is amended to read:

AB854,253,13 180.1301 (2) “Corporation" means the issuer corporation or, if the corporate action giving rise to dissenters' rights under s. 180.1302 is a merger or share interest exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the share interest exchange.

AB854,328 Section 328. 180.1302 (1) (a) 1. of the statutes is amended to read:

AB854,253,16 180.1302 (1) (a) 1. Shareholder approval is required for the merger by s. 180.1103 180.11032 or by the articles of incorporation.

AB854,329 Section 329. 180.1302 (1) (a) 3. c. of the statutes is amended to read:

AB854,253,23 180.1302 (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.

AB854,330 Section 330. 180.1302 (1) (a) 3. d. of the statutes is amended to read:

AB854,254,7 180.1302 (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.

AB854,331 Section 331. 180.1302 (1) (b) of the statutes is amended to read:

AB854,254,11 180.1302 (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.

AB854,332 Section 332 . 180.1330 (2) of the statutes is amended to read:

AB854,254,18 180.1330 (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.

AB854,333 Section 333. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:

AB854,255,2 180.1407 (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:

AB854,255,4 (b) A statement that the claim must be in writing and provide a mailing address where the claim may is to be sent.

AB854,334 Section 334 . 180.1421 (1) of the statutes is amended to read:

AB854,255,10 180.1421 (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.

AB854,335 Section 335. 180.1421 (2) of the statutes is amended to read: