SB566: Bill Text

SB566,264,11 (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger or other event.

SB566,369 Section 369 . 180.1531 (1) of the statutes is amended to read:

SB566,264,17 180.1531 (1) If the department determines that one or more grounds exist under s. 180.1530 (1) for revocation of a certificate of authority, the department shall give the foreign 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 of the foreign corporation.

SB566,370 Section 370. 180.1531 (2) (a) of the statutes is amended to read:

SB566,264,23 180.1531 (2) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the foreign corporation shall, with respect to each ground for revocation, either correct each ground for revocation it or demonstrate to the reasonable satisfaction of the department that each ground determined by the department it does not exist.

SB566,371 Section 371. 180.1531 (2) (b) of the statutes is amended to read:

SB566,265,8 180.1531 (2) (b) If the foreign corporation fails to satisfy par. (a), the department may revoke the foreign corporation's certificate of authority by entering. The department shall enter a notation in the department's its records to reflect each ground for revocation and the effective date of the revocation and shall give the corporation notice of those facts. The department shall give the foreign corporation under s. 180.0141 notice of each ground for revocation and the effective date of the revocation. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the registered office of the foreign corporation.

SB566,372 Section 372. 180.1531 (2) (c) 1. (intro.) of the statutes is amended to read:

SB566,265,13 180.1531 (2) (c) 1. (intro.) If a foreign corporation's certificate of authority is revoked after December 31, 1991, the The department shall reinstate the certificate of authority if the foreign corporation does all of the following within the later of October 4, 1993 or 6 months after the effective date of the certificate of revocation:

SB566,373 Section 373. 180.1531 (2) (c) 1m. of the statutes is created to read:

SB566,265,20 180.1531 (2) (c) 1m. Upon reinstatement of a corporation's certificate of authority under subd. 1., the department shall enter a notation in its records revising the notation specified in par. (b) to reflect cancellation of the revocation and reinstatement of the corporation's certificate of authority. The notation shall state the effective date of reinstatement. The department shall provide notice of the reinstatement to the corporation or its registered agent.

SB566,374 Section 374. 180.1531 (2) (c) 2. (intro.) and b. of the statutes are created to read:

SB566,265,24 180.1531 (2) (c) 2. (intro.) When the reinstatement under this section is effective, all of the following shall apply:

SB566,266,2 b. The rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are unaffected.

SB566,375 Section 375. 180.1531 (2) (c) 2. of the statutes is renumbered 180.1531 (2) (c) 2. a. and amended to read:

SB566,266,8 180.1531 (2) (c) 2. a. A Except as provided in subd. 2. b., the reinstatement under this paragraph shall relate relates back to and take takes effect as of the effective date of the revocation, and the foreign corporation may resume carrying on its business as if the revocation never occurred.

SB566,376 Section 376. 180.1531 (2m) (a) of the statutes is amended to read:

SB566,266,14 180.1531 (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 this notice under this paragraph shall be in writing and addressed to the principal office of the foreign corporation.

SB566,377 Section 377. 180.1532 (1) of the statutes is amended to read:

SB566,266,22 180.1532 (1) A foreign corporation may appeal the department's revocation of its certificate of authority under s. 180.1530 (1) to the circuit court for the county where the foreign corporation's principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under s. 180.0141 (5) (a). The To appeal, the foreign corporation shall appeal by petitioning petition the court to set aside the revocation and attaching attach to the petition copies of its certificate of authority and the department's notice of revocation.

SB566,378 Section 378. 180.1622 (1) (intro.), (b), (c) and (d) of the statutes are amended to read:

SB566,267,4 180.1622 (1) (intro.) Except as provided in s. 180.1921, each domestic corporation and each foreign corporation authorized to transact business in this state shall file with deliver to the department an annual report that includes states all of the following information:

SB566,267,6 (b) The street address of its registered office in this state and the name and e-mail address of its registered agent at that office in this state.

SB566,267,7 (c) The e-mail address and street address of its principal office.

SB566,267,8 (d) The name and business street address of each director and principal officer.

SB566,379 Section 379. 180.1622 (2) of the statutes is amended to read:

SB566,267,14 180.1622 (2) (a) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a signed by the domestic corporation, except that the information required by sub. (1) (f) and (g) shall be current as of the close of the domestic corporation's fiscal year immediately before the date by which the annual report is required to be delivered to the department.

SB566,267,20 (b) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a signed by the foreign corporation, except that the information required by sub. (1) (f) to (i) shall be current as of the date of the close of the foreign corporation's fiscal year in the 12 months ending on the September 30 immediately before the date by which the annual report is required to be delivered to the department.

SB566,380 Section 380. 180.1622 (6) of the statutes is created to read:

SB566,267,25 180.1622 (6) If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 180.0502 or 180.1508.

SB566,381 Section 381. 180.1706 (1) of the statutes is amended to read:

SB566,268,9 180.1706 (1) Except to the extent that the corporation's articles of incorporation are amended to provide that the voting requirements of s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) apply, subs. (2) and (3) govern the shareholder vote required on a proposal concerning a subject covered by s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2) if the corporation was organized before January 1, 1973, and has not expressly elected, before January 1, 1991, majority or greater affirmative voting requirements under s. 180.25 (2) (a), 1987 stats., with respect to the subject matter of the proposal.

SB566,382 Section 382. 180.1706 (2) (intro.) of the statutes is amended to read:

SB566,268,14 180.1706 (2) (intro.) Except as provided in sub. (3), in lieu of the vote required by s. 180.1003 (3), 180.1103 180.11032 (3), 180.1202 (3), 180.1402 (3) or 180.1404 (2), whichever is applicable to the subject matter of a proposal, a proposal described in sub. (1) must be approved as follows:

SB566,383 Section 383. 180.1707 (1) of the statutes is amended to read:

SB566,268,21 180.1707 (1) Sections 180.1004 and 180.1103 (4) (a) 180.11032 (4) do not apply to shares of a preexisting class if a corporation in existence on January 1, 1991 provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004 and 180.1103 180.11032 (4), govern whether shares of a preexisting class are entitled to vote as a class on a proposed amendment to the articles of incorporation or plan of merger.

SB566,384 Section 384. 180.1708 (5) of the statutes is amended to read:

SB566,269,2 180.1708 (5) Mergers. Sections 180.1101 and 180.1103, 180.11012, and 180.11031 to 180.1106 apply to a merger, and ss. 180.1301 to 180.1331 apply to dissenters' rights arising from a merger, for which a plan of merger is approved by the board of directors on or after January 1, 1991.

SB566,385 Section 385. 180.1805 (5) of the statutes is amended to read:

SB566,269,6 180.1805 (5) By merger or share interest exchange that becomes effective under ss. 180.1101 to 180.1106 or a share an interest exchange of existing shares for other shares of a different class or series in the corporation.

SB566,386 Section 386. 180.1813 (title) of the statutes is amended to read:

SB566,269,8 180.1813 (title) Merger, share interest exchange, and sale of assets.

SB566,387 Section 387. 180.1813 (1) of the statutes is amended to read:

SB566,269,15 180.1813 (1) (a) Notwithstanding ss. 180.1103 180.11032 (3) to (5) and 180.1104, a plan of merger or share interest exchange that will terminate the status of the corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

SB566,269,20 (b) Notwithstanding ss. 180.1103 180.11032 (3) to (5) and 180.1104, a plan of merger under which the surviving corporation will become a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

SB566,270,2 (c) Notwithstanding s. 180.1103 180.11032 (3) and (4), if under a plan of share interest exchange the corporation whose shares will be acquired in the share interest exchange will become a statutory close corporation, the share interest exchange must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation whose shares will be acquired, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

SB566,270,5 (d) If a plan of merger or share interest exchange is approved, a shareholder who did not vote in favor of the plan is entitled to assert dissenters' rights under ss. 180.1301 to 180.1331.

SB566,388 Section 388. 181.0103 (5) of the statutes is amended to read:

SB566,270,10 181.0103 (5) “Corporation" or “domestic corporation" means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is incorporated under or becomes subject to the provisions of this chapter, except a foreign corporation.

SB566,389 Section 389 . 181.0103 (10g) of the statutes is created to read:

SB566,270,13 181.0103 (10g) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.

SB566,390 Section 390. 181.0103 (12) of the statutes is amended to read:

SB566,270,22 181.0103 (12) “Entity" means any person other than a natural person an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a stock corporation; a partnership; a limited partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a common-law business trust; an estate; a trust; an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity.

SB566,391 Section 391 . 181.0103 (12g) of the statutes is created to read:

SB566,270,25 181.0103 (12g) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.

SB566,392 Section 392. 181.0103 (13) of the statutes is amended to read:

SB566,271,4 181.0103 (13) “Foreign corporation" means a nonprofit or nonstock corporation organized under a law other than the law of this state and whose governing law is other than the law of this state.

SB566,393 Section 393 . 181.0103 (13g) and (13m) of the statutes are created to read:

SB566,271,7 181.0103 (13g) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

SB566,271,12 (13m) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 181.0107 or the corresponding applicable law with respect to entities other than domestic corporations.

SB566,394 Section 394 . 181.0103 (14g) and (14m) of the statutes are created to read:

SB566,271,16 181.0103 (14g) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

SB566,271,18 (14m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

SB566,395 Section 395 . 181.0103 (18m) of the statutes is created to read:

SB566,271,25 181.0103 (18m) “Person" means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

SB566,396 Section 396. 181.0103 (19) of the statutes is amended to read:

SB566,272,6 181.0103 (19) “Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 181.1622 181.0214, that is designated as the principal office in its most recent annual report.

SB566,397 Section 397 . 181.0103 (20m) and (20r) of the statutes are created to read:

SB566,272,9 181.0103 (20m) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

SB566,272,12 (20r) “Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

SB566,398 Section 398 . 181.0103 (21m) of the statutes is created to read:

SB566,272,16 181.0103 (21m) “Registered agent" means an agent of a corporation or foreign corporation that is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the corporation or foreign corporation.

SB566,399 Section 399 . 181.0103 (23m) of the statutes is created to read:

SB566,272,20 181.0103 (23m) “State" means a state of the United States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

SB566,400 Section 400 . 181.0103 (24m) of the statutes is created to read:

SB566,272,22 181.0103 (24m) “Transfer" includes all of the following:

SB566,272,23 (a) An assignment.

SB566,272,24 (b) A conveyance.

SB566,272,25 (c) A sale.

SB566,273,1 (d) A lease.

SB566,273,2 (e) An encumbrance, including a mortgage or security interest.

SB566,273,3 (f) A gift.

SB566,273,4 (g) A transfer by operation of law.

SB566,401 Section 401. 181.0105 of the statutes is created to read:

SB566,273,7 181.0105 Knowledge; notice. (1) A person knows a fact if any of the following applies:

SB566,273,8 (a) The person has actual knowledge of the fact.

SB566,273,9 (b) The person is deemed to know the fact under law other than this chapter.

SB566,273,11 (2) A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.

SB566,273,15 (3) Subject to s. 181.0212 (7) or the law other than this chapter, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.