SB566: Bill Text

SB566,431,11 (b) If the foreign limited liability company fails to satisfy par. (a), the department may terminate the foreign limited liability company's registration by entering a notation in the department's records to reflect each ground for termination and the effective date of the termination. The department shall give the foreign limited liability company notice of each ground for termination and the effective date of the termination. The notice shall be in writing and addressed to the registered agent of the foreign limited liability company in this state.

SB566,431,14 (c) 1. The department shall reinstate the registration if the foreign limited liability company does all of the following within 6 months after the effective date of the termination:

SB566,431,15 a. Corrects each ground for termination.

SB566,431,17 b. Pays any fees or penalties due the department under this chapter or $5,000, whichever is less.

SB566,431,20 2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the termination, and the foreign limited liability company may resume carrying on its business as if the termination never occurred.

SB566,431,24 (3) (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 foreign limited liability company. Except as provided under par. (b), the notice shall be in writing and addressed to the principal office of the foreign limited liability company.

SB566,432,4 (b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited liability company's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.

SB566,432,7 (4) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.0905 (1) and (2), ends on the effective date of the termination of its registration.

SB566,432,14 (5) If the department or a court terminates a foreign limited liability company's registration, the foreign limited liability company may be served under s. 183.0119 (2) or (3) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative, or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was authorized to do business in this state.

SB566,432,16 (6) Termination of a foreign limited liability company's registration does not terminate the authority of its registered agent.

SB566,432,24 183.09103 Appeal from termination. (1) A foreign limited liability company may appeal the department's termination of its registration under s. 183.09102 to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, the office of its registered agent is located, within 30 days after the notice of termination takes effect under s. 183.0103 (5). The foreign limited liability company shall appeal by petitioning the court to set aside the termination and attaching to the petition copies of its registration and the department's notice of termination.

SB566,433,2 (2) The court may order the department to reinstate the registration or may take any other action that the court considers appropriate.

SB566,433,3 (3) The court's final decision may be appealed as in other civil proceedings.

SB566,433,7 183.0911 Withdrawal of registration of registered foreign limited liability company. (1) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following:

SB566,433,8 (a) The name of the company and the jurisdiction of its governing law.

SB566,433,10 (b) That the company is not doing business in this state and that it withdraws its registration to do business in this state.

SB566,433,15 (c) Whether the company revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the company was registered to do business in this state.

SB566,433,18 (d) The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub. (2), and a commitment to notify the department in the future of any change in such address.

SB566,433,22 (2) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to s. 183.0119.

SB566,433,25 183.0912 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter.

SB566,434,1 subchapter X

SB566,434,3 MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION

SB566,434,4 183.1001 Definitions. In this subchapter:

SB566,434,6 (1) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

SB566,434,8 (2) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

SB566,434,10 (2m) “Constituent entity" means a merging entity or a surviving entity in a merger.

SB566,434,11 (3) “Conversion" means a transaction authorized by ss. 183.1041 to 183.1045.

SB566,434,13 (4) “Converted entity" means the converting entity as it continues in existence after a conversion.

SB566,434,14 (5) “Converting entity" means an entity that engages in a conversion.

SB566,434,16 (8) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

SB566,434,18 (9) “Domesticating entity" means either a non-United States entity or a Wisconsin limited liability company that engages in a domestication.

SB566,434,20 (10) “Domestication" means a transaction authorized by ss. 183.1051 to 183.1055.

SB566,434,21 (16) “Interest" means any of the following:

SB566,434,22 (a) A share in a business corporation.

SB566,434,23 (b) A membership in a nonprofit or nonstock corporation.

SB566,434,24 (c) A partnership interest in a general partnership.

SB566,434,25 (d) A partnership interest in a limited partnership.

SB566,435,1 (e) A membership interest in a limited liability company.

SB566,435,2 (f) A membership interest or stock in a general cooperative association.

SB566,435,3 (g) A membership interest in a limited cooperative association.

SB566,435,4 (h) A membership in an unincorporated association.

SB566,435,6 (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

SB566,435,7 (j) A comparable interest in any other type of unincorporated entity.

SB566,435,9 (17) “Interest exchange" means a transaction authorized by ss. 183.1031 to 183.1035.

SB566,435,10 (18) “Interest holder" means any of the following:

SB566,435,11 (a) A shareholder of a business corporation.

SB566,435,12 (b) A member of a nonprofit or nonstock corporation.

SB566,435,13 (c) A general partner of a general partnership.

SB566,435,14 (d) A general partner of a limited partnership.

SB566,435,15 (e) A limited partner of a limited partnership.

SB566,435,16 (f) A member of a limited liability company.

SB566,435,17 (g) A member or stockholder of a general cooperative association.

SB566,435,18 (h) A member of a limited cooperative association.

SB566,435,19 (i) A member of an unincorporated association.

SB566,435,21 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

SB566,435,22 (k) Any other direct holder of an interest.

SB566,435,23 (19) “Interest holder liability" means any of the following:

SB566,435,25 (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:

SB566,436,2 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

SB566,436,6 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

SB566,436,8 (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

SB566,436,9 (20) “Merger" means a transaction authorized by ss. 183.1021 to 183.1025.

SB566,436,11 (21) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

SB566,436,14 (22m) “Non-United States entity" means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.

SB566,436,17 (23m) “Organizational documents" means, with respect to an entity, whether in a record or, to the extent permitted under the entity's governing law, other than in a record, the following or its equivalent under the entity's governing law:

SB566,436,19 (a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws.

SB566,436,23 (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.

SB566,436,25 (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

SB566,437,2 (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

SB566,437,3 (e) For a business trust, its agreement of trust and declaration of trust.

SB566,437,6 (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.

SB566,437,9 (24) “Plan" means a plan of merger under s. 183.1022, a plan of interest exchange under s. 183.1032, a plan of conversion under s. 183.1042, or a plan of domestication under s. 183.1052.

SB566,437,11 (37) “Surviving entity" means the entity that continues in existence after or is created by a merger.

SB566,437,12 (38) “Type of entity" means a generic form of entity that is any of the following:

SB566,437,13 (a) Recognized at common law.

SB566,437,14 (b) Recognized under a governing law.

SB566,437,17 183.1002 Relationship of this subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

SB566,437,22 (2) A transaction effected under this chapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

SB566,438,5 183.1003 Existing purpose. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.

SB566,438,9 (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.

SB566,438,12 (4) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.

SB566,438,15 183.1004 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.

SB566,438,20 183.1005 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.

SB566,438,25 183.1021 Merger authorized. (1) One or more domestic limited liability companies may merge with or into one or more other constituent entities pursuant to ss. 183.1021 to 183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.

SB566,439,5 (2) One or more other domestic or foreign entities may merge with or into a domestic limited liability company pursuant to ss. 183.1021 to 183.1025 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.

SB566,439,7 183.1022 Plan of merger. (1) A plan of merger must be in a record and contain all of the following:

SB566,439,8 (a) As to each constituent entity, its name, type of entity, and governing law.

SB566,439,9 (b) The terms and conditions of the merger.

SB566,439,12 (c) The manner and basis of converting the interests in each constituent entity 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.