This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB566,249,20 15(2) Subject to the governing law of each of the domesticating and domesticated
16entity, after a plan of domestication is approved, and at any time before a
17domestication becomes effective, the domesticating entity may amend the plan of
18domestication or abandon the domestication as provided in the plan of domestication
19or, except as otherwise provided in the plan of domestication, with the same vote or
20consent as was required to approve the plan of domestication.
AB566,250,3 21(3) If, after articles of domestication have been delivered to the department for
22filing and before the domestication becomes effective, the plan of domestication is
23amended in a manner that requires an amendment to the articles of domestication
24or if the domestication is abandoned, a statement of amendment or abandonment,
25signed by the domesticating entity, must be delivered to the department for filing

1before the domestication becomes effective. When a statement of abandonment
2becomes effective, the domestication is abandoned and does not become effective.
3The statement of amendment or abandonment must contain all of the following:
AB566,250,54 (a) The name of the domesticating entity and the domesticated entity under the
5plan of domestication.
AB566,250,66 (b) The amendment to or abandonment of the articles of domestication.
AB566,250,87 (c) A statement that the amendment or abandonment was approved in
8accordance with this section.
AB566,327 9Section 327. 180.1174 of the statutes is created to read:
AB566,250,13 10180.1174 Filings required for domestication; effective date. (1) After
11the domesticating entity has approved a plan of domestication in accordance with its
12governing law, the domesticating entity shall deliver, or cause to be delivered, to the
13department for filing articles of domestication setting forth all of the following:
AB566,250,1414 (a) The name, type of entity, and governing law of the domesticating entity.
AB566,250,1515 (b) The name, type of entity, and governing law of the domesticated entity.
AB566,250,1716 (c) A statement that a plan of domestication has been approved and adopted
17by the domesticating entity in accordance with its governing law.
AB566,250,2118 (d) Any amendments to the organizational documents of the domesticating
19entity and any organizational documents of the domesticated entity under s.
20180.1172 (1) (d) that are to be in a public record under their respective governing
21laws.
AB566,250,2322 (e) A statement that the plan of domestication is on file at the principal office
23of the domesticated entity.
AB566,251,3
1(f) A statement that upon request the domesticated entity will provide a copy
2of the plan of domestication to any person that was an interest holder in the
3domesticating entity at the time of the domestication.
AB566,251,6 4(2) In addition to the requirements of sub. (1), the articles of domestication may
5contain any other provisions relating to the domestication, as determined by the
6domesticating entity in accordance with the plan of domestication.
AB566,251,8 7(3) A domestication takes effect at the effective date and time of the articles of
8domestication.
AB566,328 9Section 328. 180.1175 of the statutes is created to read:
AB566,251,11 10180.1175 Effect of domestication. (1) When a domestication becomes
11effective, all of the following apply:
AB566,251,1512 (a) The domesticating entity becomes a domestic entity under and becomes
13subject to the governing law of the jurisdiction in which it has domesticated while
14continuing to be a domestic organization under and subject to the governing law of
15the domesticating entity.
AB566,251,1716 (am) 1. Except as provided in this paragraph, no interest holder shall have
17interest holder liability with respect to the domesticating or domesticated entity.
AB566,251,2318 2. If, under the governing law of the domesticating entity, one or more of the
19interest holders thereof has interest holder liability with respect to the
20domesticating entity, such interest holder or holders shall continue to have such
21liability and any associated contribution and other rights to the extent provided in
22such governing law with respect to the debts, obligations, and other liabilities of the
23domesticating entity.
AB566,252,424 3. If, under the governing law of the domesticated entity, one or more of the
25interest holders thereof will have interest holder liability after the domestication

1with respect to the domesticated entity, such interest holder or holders will have such
2liability and associated contribution and other rights to the extent provided in such
3governing law with respect to the debts, obligations, and other liabilities of the
4domesticated entity that accrue after the domestication.
AB566,252,55 4. This paragraph does not affect liability under any taxation laws.
AB566,252,76 (b) The title to all property owned by the domesticating entity is vested in the
7domesticated entity without transfer, reversion, or impairment.
AB566,252,98 (c) The domesticated entity has all debts, obligations, or other liabilities of the
9domesticating entity.
AB566,252,1310 (d) A civil, criminal, or administrative proceeding pending by or against the
11domesticating entity may be continued as if the domestication did not occur, or the
12domesticated entity may be substituted in the proceeding for the domesticating
13entity.
AB566,252,1714 (e) The non-United States organizational documents of the domesticated
15entity are amended to the extent, if any, provided in the plan of domestication and,
16to the extent such amendments are to be reflected in a public record, as provided in
17the articles of domestication.
AB566,252,2118 (f) The United States organizational documents of the domesticated entity are
19as provided in the plan of domestication and, to the extent such organizational
20documents are to be reflected in a public record, as provided in the articles of
21domestication.
AB566,252,2422 (g) Except as prohibited by other law or as otherwise provided in the articles
23and plan of domestication, all of the rights, privileges, immunities, powers, and
24purposes of the domesticating entity vest in the domesticated entity.
AB566,253,4
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.
AB566,253,7 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.
AB566,329 8Section 329. 180.1301 (2) of the statutes is amended to read:
AB566,253,139 180.1301 (2) “Corporation" means the issuer corporation or, if the corporate
10action giving rise to dissenters' rights under s. 180.1302 is a merger or share interest
11exchange that has been effectuated, the surviving domestic corporation or foreign
12corporation of the merger or the acquiring domestic corporation or foreign
13corporation of the share interest exchange.
AB566,330 14Section 330. 180.1302 (1) (a) 1. of the statutes is amended to read:
AB566,253,1615 180.1302 (1) (a) 1. Shareholder approval is required for the merger by s.
16180.1103 180.11032 or by the articles of incorporation.
AB566,331 17Section 331. 180.1302 (1) (a) 3. c. of the statutes is amended to read:
AB566,253,2318 180.1302 (1) (a) 3. c. The number of voting shares, as defined in s. 180.1103
19180.11032 (5) (a) 2., outstanding immediately after the merger, plus the number of
20voting shares issuable as a result of the merger, either by the conversion of securities
21issued pursuant to the merger or the exercise of rights or warrants issued pursuant
22to the merger, do not exceed by more than 20 percent the total number of voting
23shares of the parent outstanding immediately before the merger.
AB566,332 24Section 332. 180.1302 (1) (a) 3. d. of the statutes is amended to read:
AB566,254,7
1180.1302 (1) (a) 3. d. The number of participating shares, as defined in s.
2180.1103 180.11032 (5) (a) 1., outstanding immediately after the merger, plus the
3number of participating shares issuable as a result of the merger, either by the
4conversion of securities issued pursuant to the merger or the exercise of rights or
5warrants issued pursuant to the merger, do not exceed by more than 20 percent the
6total number of participating shares of the parent outstanding immediately before
7the merger.
AB566,333 8Section 333. 180.1302 (1) (b) of the statutes is amended to read:
AB566,254,119 180.1302 (1) (b) Consummation of a plan of share interest exchange if the
10issuer corporation's shares will be acquired, and the shareholder or the shareholder
11holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.
AB566,334 12Section 334 . 180.1330 (2) of the statutes is amended to read:
AB566,254,1813 180.1330 (2) The corporation shall bring the special proceeding in the circuit
14court for the county where its principal office or, if none in this state, its registered
15office is located. If the corporation is a foreign corporation without a registered office
16in this state, it shall bring the special proceeding in the county in this state in which
17was located the registered office of the issuer corporation that merged with or whose
18shares interests were acquired by the foreign corporation.
AB566,335 19Section 335. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:
AB566,255,220 180.1407 (1) (intro.) A dissolved corporation may publish notice of its
21dissolution and request that persons with claims, whether known or unknown,
22against the corporation or its directors, officers or shareholders, in their capacities
23as such, present them in accordance with the notice. The notice shall be published
24as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county
25in this state where the dissolved corporation's principal office or, if none in this state,

1in the county where its registered office is or was last located. The notice shall
2include all of the following:
AB566,255,43 (b) A statement that the claim must be in writing and provide a mailing address
4where the claim may is to be sent.
AB566,336 5Section 336 . 180.1421 (1) of the statutes is amended to read:
AB566,255,106 180.1421 (1) If the department determines that one or more grounds exist
7under s. 180.1420 for dissolving a corporation, the department shall may give the
8corporation under s. 180.0141 notice of the determination. Notwithstanding s.
9180.0141 (2) (b), (3), and (4), the
The notice shall be in writing and addressed to the
10registered office agent of the corporation.
AB566,337 11Section 337. 180.1421 (2) of the statutes is amended to read:
AB566,255,1612 180.1421 (2) (a) Within 60 days after the notice takes effect under s. 180.0141
13(5) (a), the corporation shall, with respect to each ground for dissolution, either
14correct 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.
AB566,255,2417 (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 its the department's records to reflect each ground for dissolution and
20the effective date of the dissolution and. The department shall give the corporation
21under s. 180.0141 notice of those facts. Notwithstanding s. 180.0141 (2) (b), (3), and
22(4), the
each ground for dissolution and the effective date of the dissolution. The
23notice shall be in writing and addressed to the registered office agent of the
24corporation.
AB566,338 25Section 338 . 180.1421 (2m) (a) of the statutes is amended to read:
AB566,256,5
1180.1421 (2m) (a) If a notice under sub. (1) or (2) (b) is returned to the
2department as undeliverable, the department shall again give notice to the
3corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and
4except
Except as provided under par. (b), the notice under this paragraph shall be in
5writing and addressed to the principal office of the corporation.
AB566,339 6Section 339 . 180.1421 (5) of the statutes is created to read:
AB566,256,87 180.1421 (5) The administrative dissolution of a corporation does not
8terminate the authority of its registered agent.
AB566,340 9Section 340 . 180.1422 (3) of the statutes is amended to read:
AB566,256,1310 180.1422 (3) When the reinstatement becomes effective, it shall, except as
11provided in sub. (4) (b),
relate back to and take effect as of the effective date of the
12administrative dissolution, and the corporation may resume carrying on its business
13as if the administrative dissolution had never occurred.
AB566,341 14Section 341 . 180.1422 (4) of the statutes is created to read:
AB566,256,1615 180.1422 (4) When reinstatement under this section is effective, all of the
16following rules apply:
AB566,256,1817 (a) Except as provided in par. (b), the corporation's period of duration continues
18as if the dissolution had never occurred.
AB566,256,2119 (b) The rights of a person arising out of an act or omission in reliance on the
20dissolution before the person knew or had notice of the reinstatement are not
21affected.
AB566,342 22Section 342 . 180.1423 (2) of the statutes is amended to read:
AB566,257,423 180.1423 (2) The corporation may appeal the denial of reinstatement to the
24circuit court for the county where the corporation's principal office or, if none in this
25state, its registered office is located, within 30 days after service of the notice of denial

1is perfected effective under s. 180.0141 (5) (a). The corporation shall appeal by
2petitioning the court to set aside the dissolution and attaching to the petition copies
3of the department's certificate of dissolution, the corporation's application for
4reinstatement and the department's notice of denial.
AB566,343 5Section 343 . 180.1503 (1) (e) of the statutes is amended to read:
AB566,257,76 180.1503 (1) (e) The address of its registered office in this state and the name
7and e-mail address of its registered agent at that office.
AB566,344 8Section 344 . 180.1506 (2) (a) 1. of the statutes is repealed and recreated to
9read:
AB566,257,1210 180.1506 (2) (a) 1. Any name of an existing person whose formation required
11the filing of a record by the department and which is not at the time administratively
12dissolved.
AB566,345 13Section 345 . 180.1506 (2) (a) 2. of the statutes is amended to read:
AB566,257,1714 180.1506 (2) (a) 2. A corporate Any name reserved or registered under s.
15178.0906, 178.0907, 179.0115, 179.0116, 180.0402, 180.0403, 181.0402 or, 181.0403 ,
16183.0113, or 183.0114 or other law of this state providing for the reservation or
17registration of a name by a filing of a record by the department
.
AB566,346 18Section 346 . 180.1506 (2) (a) 5., 6., 7. and 8. of the statutes are repealed.
AB566,347 19Section 347 . 180.1506 (2) (a) 9. of the statutes is amended to read:
AB566,257,2220 180.1506 (2) (a) 9. The Any name of a limited liability partnership formed
21under the laws of, or registered in, this state
whose statement of qualification is in
22effect
.
AB566,348 23Section 348. 180.1506 (2) (b) of the statutes is amended to read:
AB566,258,424 180.1506 (2) (b) The corporate name of a foreign corporation is not
25distinguishable from a name referred to in par. (a) 1. to 9. if the only difference

1between it and the other name is the inclusion or absence of a word or words referred
2to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “registered limited
3liability partnership,"
“limited liability partnership", “cooperative" or “limited
4liability company" or an abbreviation of these words.
AB566,349 5Section 349 . 180.1506 (3) (a) of the statutes is amended to read:
AB566,258,136 180.1506 (3) (a) The other foreign corporation or the domestic corporation,
7limited liability company, nonprofit or nonstock corporation, limited partnership,
8limited liability partnership, registered foreign limited liability partnership, general
9cooperative association, or unincorporated limited cooperative association consents
10to the use in writing and submits an undertaking in a form satisfactory to the
11department to change its name to a name that is distinguishable upon the records
12of the department from the name of the applicant, or to cancel the registration or
13reservation
.
AB566,350 14Section 350 . 180.1506 (3m) of the statutes is created to read:
AB566,258,2315 180.1506 (3m) In determining whether a name is the same as or not
16distinguishable on the records of the department from the name of another person,
17words, phrases, or abbreviations indicating a type of entity, such as “corporation,"
18“Corp.," “incorporated," “Inc.," “service corporation,” “SC,” “Limited," “Ltd.," “limited
19partnership," “LP," “limited liability partnership," “LLP," “ limited liability limited
20partnership," “LLLP," “registered limited liability limited partnership," “RLLLP,"
21“limited liability company," “LLC," “cooperative association," or “cooperative," or a
22variation of these abbreviations that differs only with respect to capitalization of
23letters or punctuation, may not be taken into account.
AB566,351 24Section 351 . 180.1506 (4) (intro.), (a) and (b) of the statutes are amended to
25read:
AB566,259,7
1180.1506 (4) (intro.) A foreign corporation may use in this state the name,
2including the fictitious name, that is used in this state by a domestic corporation or
3another foreign corporation authorized to transact business in this state, or by a
4limited liability company, nonprofit or nonstock corporation, limited partnership,
5limited liability partnership, foreign limited liability partnership, general
6cooperative association, or limited cooperative association,
if the foreign corporation
7proposing to use the name has done any of the following:
AB566,259,88 (a) Merged with the other domestic corporation or foreign corporation entity.
AB566,259,109 (b) Been formed by reorganization of the other domestic corporation or foreign
10corporation
entity.
AB566,352 11Section 352 . 180.1507 of the statutes is renumbered 180.1507 (1m), and
12180.1507 (1m) (intro.) and (c), as renumbered, are amended to read:
AB566,259,2013 180.1507 (1m) (intro.) Each foreign corporation authorized to transact
14business in this state shall continuously designate and maintain in this state a
15registered office agent and registered agent office in this state. The designation of
16a registered agent is an affirmation of the fact by the corporation that the agent has
17consented to serve
. The registered office may, but need not, be the same as any of its
18the corporation's places of business. The registered office must be an actual physical
19location with a street address and not solely a post office box, mailbox service, or
20telephone answering service.
The registered agent shall be any of the following:
AB566,259,2421 (c) A foreign corporation, nonprofit or nonstock corporation, limited
22partnership, registered limited liability partnership, or limited liability company if
23that entity is
authorized to transact business in this state, whose and the entity's
24business office is identical with the registered office.
AB566,353 25Section 353 . 180.1507 (2m) and (3m) of the statutes are created to read:
AB566,260,2
1180.1507 (2m) A registered agent for a foreign corporation must have an
2e-mail address and a place of business in this state.
AB566,260,4 3(3m) The only duties under this chapter of a registered agent that has complied
4with this chapter are the following:
AB566,260,75 (a) To forward to the foreign corporation at the address most recently supplied
6to the agent by the foreign corporation any process, notice, or demand pertaining to
7the foreign corporation which is served on or received by the agent.
AB566,260,108 (b) If the registered agent resigns, to provide the notice required by s. 180.1509
9to the foreign corporation at the address most recently supplied to the agent by the
10foreign corporation.
Loading...
Loading...