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AB566,269,223 180.1708 (5) Mergers. Sections 180.1101 and 180.1103, 180.11012, and
24180.11031
to 180.1106 apply to a merger, and ss. 180.1301 to 180.1331 apply to

1dissenters' rights arising from a merger, for which a plan of merger is approved by
2the board of directors on or after January 1, 1991.
AB566,385 3Section 385. 180.1805 (5) of the statutes is amended to read:
AB566,269,64 180.1805 (5) By merger or share interest exchange that becomes effective
5under ss. 180.1101 to 180.1106 or a share an interest exchange of existing shares for
6other shares of a different class or series in the corporation.
AB566,386 7Section 386. 180.1813 (title) of the statutes is amended to read:
AB566,269,8 8180.1813 (title) Merger, share interest exchange, and sale of assets.
AB566,387 9Section 387. 180.1813 (1) of the statutes is amended to read:
AB566,269,1510 180.1813 (1) (a) Notwithstanding ss. 180.1103 180.11032 (3) to (5) and
11180.1104, a plan of merger or share interest exchange that will terminate the status
12of the corporation as a statutory close corporation must be approved by the holders
13of at least two-thirds of the votes of each class or series of shares of the statutory close
14corporation, voting as separate voting groups, whether or not the holders are
15otherwise entitled to vote on the plan.
AB566,269,2016 (b) Notwithstanding ss. 180.1103 180.11032 (3) to (5) and 180.1104, a plan of
17merger under which the surviving corporation will become a statutory close
18corporation must be approved by the holders of at least two-thirds of the votes of each
19class or series of shares of the surviving corporation, voting as separate voting
20groups, whether or not the holders are otherwise entitled to vote on the plan.
AB566,270,221 (c) Notwithstanding s. 180.1103 180.11032 (3) and (4), if under a plan of share
22interest exchange the corporation whose shares will be acquired in the share interest
23exchange will become a statutory close corporation, the share interest exchange
24must be approved by the holders of at least two-thirds of the votes of each class or

1series of shares of the corporation whose shares will be acquired, voting as separate
2voting groups, whether or not the holders are otherwise entitled to vote on the plan.
AB566,270,53 (d) If a plan of merger or share interest exchange is approved, a shareholder
4who did not vote in favor of the plan is entitled to assert dissenters' rights under ss.
5180.1301 to 180.1331.
AB566,388 6Section 388. 181.0103 (5) of the statutes is amended to read:
AB566,270,107 181.0103 (5) “Corporation" or “domestic corporation" means, except as used in
8subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that
9is incorporated under or becomes subject to the provisions of this chapter, except a
10foreign corporation.
AB566,389 11Section 389 . 181.0103 (10g) of the statutes is created to read:
AB566,270,1312 181.0103 (10g) “Domestic" means, with respect to an entity, an entity whose
13governing law is the law of this state.
AB566,390 14Section 390. 181.0103 (12) of the statutes is amended to read:
AB566,270,2215 181.0103 (12) “Entity" means any person other than a natural person an
16individual and includes a domestic corporation; a foreign corporation; a limited
17liability company; a stock corporation; a partnership; a limited partnership; a
18general cooperative association; a limited cooperative association; a profit or
19nonprofit unincorporated association; a statutory trust; a business trust; a
20common-law business trust; an estate; a trust; an association, joint venture, public
21corporation, government or governmental subdivision, agency, or instrumentality;
22or any other legal or commercial entity
.
AB566,391 23Section 391 . 181.0103 (12g) of the statutes is created to read:
AB566,270,2524 181.0103 (12g) “Foreign" means, with respect to an entity, an entity whose
25governing law is other than the law of this state.
AB566,392
1Section 392. 181.0103 (13) of the statutes is amended to read:
AB566,271,42 181.0103 (13) “Foreign corporation" means a nonprofit or nonstock corporation
3organized under a law other than the law of this state and whose governing law is
4other than the law of this state
.
AB566,393 5Section 393 . 181.0103 (13g) and (13m) of the statutes are created to read:
AB566,271,76 181.0103 (13g) “General cooperative association" means, with respect to a
7Wisconsin cooperative, a cooperative organized under ch. 185.
AB566,271,12 8(13m) “Governing law" means, with respect to an entity, the law of the
9jurisdiction that collectively governs its internal affairs and the liability of the
10persons associated with the entity for a debt, obligation, or other liability of the entity
11under s. 181.0107 or the corresponding applicable law with respect to entities other
12than domestic corporations.
AB566,394 13Section 394 . 181.0103 (14g) and (14m) of the statutes are created to read:
AB566,271,1614 181.0103 (14g) “Jurisdiction," used to refer to a political entity, means the
15United States, a state, a foreign country, or a political subdivision of a foreign
16country.
AB566,271,18 17(14m) “Limited cooperative association" means, with respect to a Wisconsin
18cooperative, a cooperative organized under ch. 193.
AB566,395 19Section 395 . 181.0103 (18m) of the statutes is created to read:
AB566,271,2520 181.0103 (18m) “Person" means an individual, business corporation, nonprofit
21or nonstock corporation, partnership, limited partnership, limited liability company,
22general cooperative association, limited cooperative association, unincorporated
23association, statutory trust, business trust, common-law business trust, estate,
24trust, association, joint venture, public corporation, government or governmental
25subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB566,396
1Section 396. 181.0103 (19) of the statutes is amended to read:
AB566,272,62 181.0103 (19) “Principal office" means the office, whether in or outside this
3state, of a domestic corporation or foreign corporation in which are located its
4principal executive offices and, if the domestic corporation or foreign corporation has
5filed an annual report under s. 181.1622 181.0214, that is designated as the principal
6office in its most recent annual report.
AB566,397 7Section 397 . 181.0103 (20m) and (20r) of the statutes are created to read:
AB566,272,98 181.0103 (20m) “Property" means all property, whether real, personal, or
9mixed or tangible or intangible, or any right or interest therein.
AB566,272,12 10(20r) “Record," used as a noun, means information that is inscribed on a
11tangible medium or that is stored in an electronic or other medium and is retrievable
12in perceivable form.
AB566,398 13Section 398 . 181.0103 (21m) of the statutes is created to read:
AB566,272,1614 181.0103 (21m) “Registered agent" means an agent of a corporation or foreign
15corporation that is authorized to receive service of any process, notice, or demand
16required or permitted by law to be served on the corporation or foreign corporation.
AB566,399 17Section 399 . 181.0103 (23m) of the statutes is created to read:
AB566,272,2018 181.0103 (23m) “State" means a state of the United States, the District of
19Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession
20subject to the jurisdiction of the United States.
AB566,400 21Section 400 . 181.0103 (24m) of the statutes is created to read:
AB566,272,2222 181.0103 (24m) “Transfer" includes all of the following:
AB566,272,2323 (a) An assignment.
AB566,272,2424 (b) A conveyance.
AB566,272,2525 (c) A sale.
AB566,273,1
1(d) A lease.
AB566,273,22 (e) An encumbrance, including a mortgage or security interest.
AB566,273,33 (f) A gift.
AB566,273,44 (g) A transfer by operation of law.
AB566,401 5Section 401. 181.0105 of the statutes is created to read:
AB566,273,7 6181.0105 Knowledge; notice. (1) A person knows a fact if any of the
7following applies:
AB566,273,88 (a) The person has actual knowledge of the fact.
AB566,273,99 (b) The person is deemed to know the fact under law other than this chapter.
AB566,273,11 10(2) A person has notice of a fact if the person has reason to know the fact from
11all the facts known to the person at the time in question.
AB566,273,15 12(3) Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies
13another person of a fact by taking steps reasonably required to inform the other
14person in ordinary course, whether or not those steps cause the other person to know
15the fact.
AB566,273,18 16(4) This subsection applies to notice that is required under this chapter and
17that is made subject to this subsection by express reference to this subsection.
18Written notice is effective at the earliest of the following:
AB566,273,1919 (a) When received.
AB566,273,2120 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
21addressed.
AB566,273,2422 (c) On the date shown on the return receipt, if sent by registered or certified
23mail, return receipt requested, and the receipt is signed by or on behalf of the
24addressee.
AB566,274,2
1(d) For notices from the department, upon successful transmission by e-mail
2as provided in this chapter.
AB566,402 3Section 402. 181.0107 of the statutes is created to read:
AB566,274,4 4181.0107 Governing law. The law of this state governs all of the following:
AB566,274,5 5(1) The internal affairs of a corporation.
AB566,274,7 6(2) The liability of a member as member and a director as director for a debt,
7obligation, or other liability of a corporation.
AB566,403 8Section 403. 181.0120 of the statutes is repealed.
AB566,404 9Section 404. 181.0121 (1) (a) 3. of the statutes is amended to read:
AB566,274,1110 181.0121 (1) (a) 3. A domestic corporation's or foreign corporation's annual
11report under s. 181.1622 181.0214.
AB566,405 12Section 405. 181.0121 (1) (a) 4. of the statutes is repealed.
AB566,406 13Section 406. 181.0121 (1) (b) of the statutes is amended to read:
AB566,274,1614 181.0121 (1) (b) The forms prescribed by the department under par. (a) 1. and
152. shall require disclosure of only the information required under ss. 181.1503,
16181.1520, and 181.1622 181.0214, respectively.
AB566,407 17Section 407. 181.0122 of the statutes is repealed.
AB566,408 18Section 408 . 181.0123 of the statutes is renumbered 181.0209, and 181.0209
19(title), (1) (a) (intro.) and (b) and (2), as renumbered, are amended to read:
AB566,274,23 20181.0209 (title) Effective date and time of document. (1) (a) (intro.)
21Except as provided in sub. (2) or s. 181.0124 (3) or 181.1622 (5), a document record
22filed by the department under this chapter is effective on the date that it is received
23by the department for filing and at any of the following times on that date:
AB566,275,3
1(b) The date that a document is received by the department is determined by
2the department's endorsement on the original document under s. 181.0125 (1)
3181.0212 (2).
AB566,275,9 4(2) Delayed effective date and time. A document may specify a delayed
5effective date and time, except that the effective date may not be more than 90 days
6after the date that it is received for filing. If a document specifies a delayed effective
7date and time in accordance with this subsection, the document is effective at the
8time and date specified. If a delayed effective date, but no time, is specified, the
9document is effective at the close of business on that date.
AB566,409 10Section 409. 181.0124 of the statutes is repealed.
AB566,410 11Section 410 . 181.0125 of the statutes is repealed.
AB566,411 12Section 411 . 181.0126 of the statutes is repealed.
AB566,412 13Section 412. 181.0128 (title) of the statutes is renumbered 181.0213 (title) and
14amended to read:
AB566,275,15 15181.0213 (title) Confirmation Certificate of status.
AB566,413 16Section 413. 181.0128 (1) (title) of the statutes is repealed.
AB566,414 17Section 414. 181.0128 (1) of the statutes is renumbered 181.0213 (1) and
18amended to read:
AB566,275,2019 181.0213 (1) Any person may obtain from the department, upon request, a
20certificate of status for a domestic corporation or a foreign corporation.
AB566,415 21Section 415. 181.0128 (2) (title) of the statutes is repealed.
AB566,416 22Section 416. 181.0128 (2) of the statutes is renumbered 181.0213 (2), and
23181.0213 (2) (b) 1., 3. and 5. and (c), as renumbered, are amended to read:
AB566,276,3
1181.0213 (2) (b) 1. The domestic corporation is incorporated under the laws a
2corporation whose governing law is the law
of this state, or the foreign corporation
3is authorized to transact business in this state.
AB566,276,64 3. The domestic corporation or foreign corporation has, during its most recently
5completed report year, filed with the department an annual report required by s.
6181.1622 181.0214.
AB566,276,97 5. The foreign corporation has not applied filed an application for a certificate
8of withdrawal under s. 181.1520 and is not the subject of a proceeding under s.
9181.1531 to revoke its certificate of authority
(2).
AB566,276,1210 (c) The domestic corporation's effective date of incorporation and the period of
11its duration if less than perpetual
its articles of incorporation or the foreign
12corporation's effective date of its certificate of authority
.
AB566,417 13Section 417. 181.0128 (3) (title) of the statutes is repealed.
AB566,418 14Section 418. 181.0128 (3) of the statutes is renumbered 181.0213 (3).
AB566,419 15Section 419. 181.0128 (4) of the statutes is repealed.
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