SB566: Bill Text

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.

SB566,273,18 (4) This subsection applies to notice that is required under this chapter and that is made subject to this subsection by express reference to this subsection. Written notice is effective at the earliest of the following:

SB566,273,19 (a) When received.

SB566,273,21 (b) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB566,273,24 (c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

SB566,274,2 (d) For notices from the department, upon successful transmission by e-mail as provided in this chapter.

SB566,402 Section 402. 181.0107 of the statutes is created to read:

SB566,274,4 181.0107 Governing law. The law of this state governs all of the following:

SB566,274,5 (1) The internal affairs of a corporation.

SB566,274,7 (2) The liability of a member as member and a director as director for a debt, obligation, or other liability of a corporation.

SB566,403 Section 403. 181.0120 of the statutes is repealed.

SB566,404 Section 404. 181.0121 (1) (a) 3. of the statutes is amended to read:

SB566,274,11 181.0121 (1) (a) 3. A domestic corporation's or foreign corporation's annual report under s. 181.1622 181.0214.

SB566,405 Section 405. 181.0121 (1) (a) 4. of the statutes is repealed.

SB566,406 Section 406. 181.0121 (1) (b) of the statutes is amended to read:

SB566,274,16 181.0121 (1) (b) The forms prescribed by the department under par. (a) 1. and 2. shall require disclosure of only the information required under ss. 181.1503, 181.1520, and 181.1622 181.0214, respectively.

SB566,407 Section 407. 181.0122 of the statutes is repealed.

SB566,408 Section 408 . 181.0123 of the statutes is renumbered 181.0209, and 181.0209 (title), (1) (a) (intro.) and (b) and (2), as renumbered, are amended to read:

SB566,274,23 181.0209 (title) Effective date and time of document. (1) (a) (intro.) Except as provided in sub. (2) or s. 181.0124 (3) or 181.1622 (5), a document record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:

SB566,275,3 (b) The date that a document is received by the department is determined by the department's endorsement on the original document under s. 181.0125 (1) 181.0212 (2).

SB566,275,9 (2) Delayed effective date and time. A document may specify a delayed effective date and time, except that the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

SB566,409 Section 409. 181.0124 of the statutes is repealed.

SB566,410 Section 410 . 181.0125 of the statutes is repealed.

SB566,411 Section 411 . 181.0126 of the statutes is repealed.

SB566,412 Section 412. 181.0128 (title) of the statutes is renumbered 181.0213 (title) and amended to read:

SB566,275,15 181.0213 (title) Confirmation Certificate of status.

SB566,413 Section 413. 181.0128 (1) (title) of the statutes is repealed.

SB566,414 Section 414. 181.0128 (1) of the statutes is renumbered 181.0213 (1) and amended to read:

SB566,275,20 181.0213 (1) Any person may obtain from the department, upon request, a certificate of status for a domestic corporation or a foreign corporation.

SB566,415 Section 415. 181.0128 (2) (title) of the statutes is repealed.

SB566,416 Section 416. 181.0128 (2) of the statutes is renumbered 181.0213 (2), and 181.0213 (2) (b) 1., 3. and 5. and (c), as renumbered, are amended to read:

SB566,276,3 181.0213 (2) (b) 1. The domestic corporation is incorporated under the laws a corporation whose governing law is the law of this state, or the foreign corporation is authorized to transact business in this state.

SB566,276,6 3. The domestic corporation or foreign corporation has, during its most recently completed report year, filed with the department an annual report required by s. 181.1622 181.0214.

SB566,276,9 5. The foreign corporation has not applied filed an application for a certificate of withdrawal under s. 181.1520 and is not the subject of a proceeding under s. 181.1531 to revoke its certificate of authority (2).

SB566,276,12 (c) The domestic corporation's effective date of incorporation and the period of its duration if less than perpetual its articles of incorporation or the foreign corporation's effective date of its certificate of authority.

SB566,417 Section 417. 181.0128 (3) (title) of the statutes is repealed.

SB566,418 Section 418. 181.0128 (3) of the statutes is renumbered 181.0213 (3).

SB566,419 Section 419. 181.0128 (4) of the statutes is repealed.

SB566,420 Section 420. 181.0128 (5) (title) of the statutes is repealed.

SB566,421 Section 421. 181.0128 (5) of the statutes is renumbered 181.0213 (5) and amended to read:

SB566,276,22 181.0213 (5) Subject to any qualification stated in a certificate or statement of status issued by the department, the certificate or statement is conclusive evidence that the domestic corporation or foreign corporation is in existence or is authorized to transact business in this state.

SB566,422 Section 422. 181.0128 (6) (title) of the statutes is repealed.