SB566: Bill Text

SB566,457,20 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

SB566,457,21 4. This paragraph does not affect liability under any taxation laws.

SB566,457,23 (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

SB566,457,25 (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

SB566,458,4 (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

SB566,458,8 (e) The non-United States organizational documents of the domesticated entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

SB566,458,12 (f) The United States organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

SB566,458,15 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

SB566,458,19 (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

SB566,458,22 (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

SB566,459,7 183.1061 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. (1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic limited liability company may not materially increase the current or potential obligations of a member in the constituent, acquiring, acquired, converting, or domesticating limited liability company, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.

SB566,459,9 (2) Subsection (1) shall not apply with respect to a member if any of the following applies:

SB566,459,11 (a) The member consents to the merger, interest exchange, conversion, or domestication.

SB566,459,14 (b) The member has consented to the provision of the written operating agreement that provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.

SB566,459,18 (3) A member does not give the consent required by sub. (2) merely by consenting to a provision of the written operating agreement that permits the written operating agreement to be amended with the consent of fewer than all the members.

SB566,459,19 subchapter XI

SB566,459,20 MISCELLANEOUS PROVISIONS

SB566,459,24 183.1101 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.

SB566,460,6 183.1102 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

SB566,617 Section 617 . 185.045 of the statutes is amended to read:

SB566,460,10 185.045 Reserved or registered name. Sections 180.0122 (1) (1m) (c) to (i), 180.0402 and 180.0403 (2), (3), (3m) and (4) (b) apply to cooperatives, with the word “cooperative" substituted for the words “corporate" and “corporation".

SB566,618 Section 618 . 190.01 (2) of the statutes is amended to read:

SB566,460,23 190.01 (2) The articles of incorporation and amendments thereto shall be filed with the department of financial institutions; in the case of articles, the department of financial institutions shall thereupon issue a certificate of incorporation and the corporation then has legal existence. The articles of incorporation or special charter of any railroad company may be amended by a majority vote of all the stock in the respects and for the purposes provided in s. 180.1001. The fees for filing articles and amendments thereto are as provided in s. 180.0122 (1) (a) and (m) except that the fees for filing an amendment which authorizes the issuance of redeemable preference shares for sale to the U.S. secretary of transportation under sections 505 and 506 of P.L. 94-210 is $15 for the amendment and an additional sum equal to $1 for each $100,000 or fraction thereof of par value redeemable preference shares authorized by the amendment.

SB566,619 Section 619. 196.205 (1) (c) of the statutes is amended to read:

SB566,461,3 196.205 (1) (c) The articles of incorporation of the small telecommunications utility under s. 181.1001 or the articles of organization of the small telecommunications utility under s. 183.0203 183.0201.

SB566,620 Section 620. 196.485 (1) (dv) of the statutes is amended to read:

SB566,461,10 196.485 (1) (dv) “Organizational start-up date" means, with respect to a transmission company that is organized as a limited liability company under ch. 183, the date on which the articles of organization become effective under s. 183.0111 183.0207 or, with respect to a transmission company that is organized as a corporation under ch. 180, the date on which the articles of incorporation become effective under s. 180.0123.

SB566,621 Section 621. 196.485 (1) (fe) of the statutes is amended to read:

SB566,461,16 196.485 (1) (fe) “Security" means, with respect to a transmission company organized as a corporation under ch. 180, a share, as defined in s. 180.0103 (15), and, with respect to a transmission company organized as a limited liability company under ch. 183, a limited liability company transferable interest, as defined in s. 183.0102 (11) (24).

SB566,622 Section 622. 196.485 (3m) (c) (intro.) of the statutes is amended to read:

SB566,461,21 196.485 (3m) (c) Organization. (intro.) The operating agreement, as defined in s. 183.0102 (16) (13), of a transmission company that is organized as a limited liability company under ch. 183 or the bylaws of a transmission company that is organized as a corporation under ch. 180 shall provide for each of the following:

SB566,623 Section 623 . 204.104 (2) of the statutes is amended to read:

SB566,462,5 204.104 (2) Fundamental transactions. If a corporation that is not a benefit corporation is a party to a merger, consolidation, or division or is the exchanging corporation in a share an interest exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or share interest exchange is to be a benefit corporation, then the plan of merger, consolidation, division, or share interest exchange shall not be effective unless the articles of the surviving, new, or resulting corporation contain a statement that the corporation is a benefit corporation.

SB566,624 Section 624. 221.0701 of the statutes is amended to read:

SB566,462,17 221.0701 Share Interest exchange. A bank or other corporation may acquire all of the outstanding shares of one or more classes or series of a bank organized under this chapter, with the approval of the division, if the board of directors of the bank, by resolution adopted by the board, approves a plan of share interest exchange and its shareholders also approve a plan of share interest exchange pursuant to ss. 180.1102 to 180.1106. This section does not limit the power of a corporation or bank to acquire all or part of the shares of one or more classes or series of a bank through a voluntary exchange or otherwise. Application for approval of a share an interest exchange shall be made to the division on a form prescribed by the division. The application shall be accompanied by a fee established by the division.

SB566,625 Section 625. 234.03 (28) of the statutes is amended to read:

SB566,462,22 234.03 (28) To cooperate and enter into agreements with state agencies, partnerships, limited partnerships, and corporations organized under chs. 178 to 181 or limited liability companies organized under ch. 183 to promote economic development activity within this state.

SB566,626 Section 626 . 340.01 (6u) of the statutes is amended to read:

SB566,463,2 340.01 (6u) “Carsharing organization" means a business entity, as defined in s. 180.1100 (1) (1g), that is a rental company that offers a membership service in which members share type 1 automobiles, the use of which may be purchased from the business entity on the basis of trip, trip distance, or trip duration.

SB566,627 Section 627. 440.92 (6) (b) 1. of the statutes is amended to read:

SB566,463,8 440.92 (6) (b) 1. If the preneed seller is a corporation that is required to file a report under s. 180.1622 or 181.1622 181.0214, a copy of that report and the name, residence address and business address of each shareholder who beneficially owns, holds or has the power to vote 5 percent or more of any class of securities issued by the corporation.

SB566,628 Section 628. 611.72 (1) and (2) of the statutes are amended to read:

SB566,463,14 611.72 (1) General. Subject to this section, ss. 180.1101, 180.1103 to 180.1106, 180.1706, 180.1707, and 180.1708 (5) the applicable provisions of ch. 180 apply to the merger of a domestic stock insurance corporation or its parent insurance holding corporation, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

SB566,463,18 (2) Approval required. No proposed plan of merger under s. 180.1101 or 180.1104 or other plan for acquisition of control of any domestic stock insurance corporation or its parent insurance holding corporation participating in the transaction may be executed unless it has been approved by the commissioner.

SB566,629 Section 629. 611.73 (1) (a) of the statutes is amended to read:

SB566,463,23 611.73 (1) (a) In general. Any 2 or more domestic mutuals may merge under the procedures of this section and ss. 181.1105 and 181.1106 181.1101 to 181.11055, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

SB566,630 Section 630 . 612.22 (2) (intro.) of the statutes is renumbered 612.22 (2) and amended to read:

SB566,464,4 612.22 (2) Plan of merger. The board of each participating corporation shall adopt the same plan of merger under s. 181.1101 (2) 181.1102 (1), by resolution stating: containing all of the items described in s. 181.1102 (1) (a) to (f), and s. 181.1102 shall apply.

SB566,631 Section 631 . 612.22 (2) (a), (b), (c) and (d) of the statutes are repealed.

SB566,632 Section 632 . 613.13 (2) (intro.) of the statutes is amended to read:

SB566,464,8 613.13 (2) Issuance of certificate of incorporation and authority. (intro.) The commissioner shall issue a certificate of incorporation and authority if:

SB566,633 Section 633 . 613.13 (3) (title) of the statutes is amended to read:

SB566,464,10 613.13 (3) (title) Contents Issuance of certificate of authority.

SB566,634 Section 634 . 613.13 (3) of the statutes is renumbered 613.13 (3) (b).

SB566,635 Section 635 . 613.13 (3) (a) of the statutes is created to read:

SB566,464,14 613.13 (3) (a) The commissioner shall issue a certificate of authority if all of the following apply:

SB566,464,16 1. The commissioner finds that cash or property has been received sufficient to satisfy the requirements of s. 613.19.

SB566,464,21 2. A principal officer of the corporation submits a statement of any material changes that have already taken place or are likely to take place in the facts on which the issuance of the certificate of incorporation was based, and if any material changes are proposed in the business plan, the additional information about such changes that would be required if a certificate of incorporation were then being applied for.

SB566,464,23 3. The commissioner finds that all other applicable requirements of the law have been met.

SB566,636 Section 636 . 613.13 (4) of the statutes is amended to read:

SB566,465,5 613.13 (4) Legal existence. Upon the issuance of the certificate of incorporation and authority the legal existence of the corporation shall begin, the articles and bylaws shall become effective and the proposed directors and officers shall take office. The certificate is conclusive evidence of compliance with this section, except in a proceeding by the state against the corporation.

SB566,637 Section 637 . 613.51 (3m) of the statutes is created to read:

SB566,465,10 613.51 (3m) Subsidiaries and closely held corporations. Subsection (3) and s. 611.51 (2) (a) do not apply to an insurance subsidiary authorized under s. 613.26 nor to a nonstock insurance corporation with a single voting member or all of whose voting members are either members of or are individually represented on the board.

SB566,638 Section 638 . 766.51 (10) of the statutes is amended to read:

SB566,465,15 766.51 (10) At the death of a spouse if property described under s. 766.70 (3) (a), (aL), (b), or (d) is held by either spouse, but not in the names of both spouses, such property may be subject to the management and control of the holding spouse as provided under s. 857.015.

SB566,639 Section 639 . 766.70 (4) (c) of the statutes is amended to read:

SB566,465,18 766.70 (4) (c) This subsection does not apply to property described in sub. (3) (a), (aL), (b), (d), and (e).

SB566,640 Section 640. 799.06 (2) of the statutes is amended to read:

SB566,466,3 799.06 (2) A person may commence and prosecute or defend an action or proceeding under this chapter and may appear in his, her, or its own proper person or by an attorney regularly authorized to practice in the courts of this state. Under this subsection, a person is considered to be acting in his, her, or its own proper person if the appearance is by a member, as defined in s. 183.0102 (15) (11), agent, or authorized employee of the person, or by an agent of the member or an authorized employee of the agent. An assignee of any cause of action under this chapter shall not appear by a full-time authorized employee, unless the employee is an attorney regularly authorized to practice in the courts of this state.

SB566,641 Section 641 . 800.035 (1) of the statutes is amended to read:

SB566,466,11 800.035 (1) A defendant may make an initial appearance in person or by submitting a written response to the citation or complaint except when the judge has required an appearance under s. 800.02 (2) (ag) 4. For the purposes of this section, if a defendant is a limited liability company, the defendant appears in person if the appearance is by a member, as defined in s. 183.0102 (15) (11), by an agent or authorized employee of the defendant, or by an agent of the member or an authorized employee of the agent.

SB566,642 Section 642. 857.015 of the statutes is amended to read:

SB566,466,24 857.015 Management and control of certain business property by holding spouse. A spouse who holds property described under s. 766.70 (3) (a), (aL), (b), or (d) which is not also held by the other spouse may direct in a will or other signed writing that the marital property interest of the nonholding spouse in such property be satisfied as provided under s. 861.015. The holding spouse shall identify in a will or other signed writing the property described under s. 766.70 (3) (a), (aL), (b), or (d) to which the directive applies. The signature of the holding spouse on a directive other than a will shall be acknowledged, attested or witnessed under ch. 140. The estate of the holding spouse may not execute a directive under this section. If at the death of a spouse the surviving spouse is the holding spouse, the surviving spouse may execute a directive under this section if executed within 90 days after the decedent spouse's death.

SB566,643 Section 643 . Nonstatutory provisions.

SB566,467,11 (1) Using the procedure under s. 227.24, the department of financial institutions may promulgate rules authorized under ss. 179.0124 (1) and (2) (c), 180.0122 (1g) and (5), 181.0507 (1) and (2) (c), and 183.0122 (1) and (2) (c), for the period before the effective date of permanent rules promulgated under ss. 179.0124 (1) and (2) (c), 180.0122 (1g) and (5), 181.0507 (1) and (2) (c), and 183.0122 (1) and (2) (c), but not to exceed the period authorized under s. 227.24 (1) (c), subject to extension under s. 227.24 (2). Notwithstanding s. 227.24 (1) (a), (2) (b), and (3), the department is not required to provide evidence that promulgating rules under this subsection as emergency rules is necessary for the preservation of the public peace, health, safety, or welfare and is not required to provide a finding of emergency for rules promulgated under this subsection.

SB566,644 Section 644 . Initial applicability.

SB566,468,20 (1) Mergers and other transactions. The treatment of ss. 71.80 (21m), (22), and (22m), 73.03 (58) (b), (c) and (d), 77.25 (6q) and (6t), 77.61 (15), 178.1102 (2), 178.1123 (2), 178.1124 (1) (d) 2., (f), and (g), 178.1125 (1) (f), (2) (a) and (b), and (3), 178.1132 (1) (f), 178.1133 (1) and (2), 178.1134 (1) (d) and (f), 178.1135 (1) (a), (5) (a) and (b), and (6), 178.1141 (1), 178.1142 (1) (f), 178.1143 (1) and (2), 178.1144 (1) (a), (d), (f), and (g), 178.1145 (1) (f), (2), and (3), 178.1153 (2), 178.1154 (1) (d), (f), and (g), 178.1155 (1) (e) and (f), 178.1161 (1) (intro.), (3), (4), and (5), 180.11001, 180.11002, 180.11003, 180.11004, 180.1101 (1) and (2m), 180.11012 (1) (d), (e), and (f), 180.1102 (1), (1m), and (2m), 180.11021 (1) (d) and (e), 180.11031, 180.1104 (1), (2) (intro.) and (b), (3), and (4), 180.11045 (1) (a), 180.1105 (1) (intro.), (am), (bm), (cm), (dm), (e), (em), (er), (f), and (g), (1g), and (2), 180.1106 (1) (intro.), (a), (am) 1g., and 2., (b), (c), (d), (e) 2., (f), and (g), (1m), (2), and (3), 180.1130 (2) (a) and (3) (a) (intro.) and 2., 180.1140 (4) (a) (intro.) and 2. and (e) 3., 180.1150 (3) (e) and (4) (f), 180.1161 (1), (2), (3) (intro.), (a), (b), (d), and (e), (3m), (4) (intro.), (a) 1., (b), (c), (d), (f), (g), and (h), (5) (am) 1., 2., 3., 4., 5., and 6., (bm), and (cm), (6), (7), and (8), 180.1171, 180.1172, 180.1173, 180.1174, 180.1175, 181.11001, 181.11002, 181.11003, 181.11004, 181.1101 (1), (2), (2m), and (3), 181.1102, 181.1103 (1m) (a), (2m), (3m), (4m), (5), and (6), 181.11045, 181.11055, 181.1131, 181.1132, 181.1133, 181.1134, 181.1135, 181.1161 (3) (c), 181.1162 (1) (e) and (f) and (2), 181.1163, 181.1164, 181.1165, 181.1171, 181.1172, 181.1173, 181.1174, 181.1175, 181.1180, 204.104 (2), 221.0701, 611.72 (1) and (2), and 611.73 (1) (a), the repeal of ss. 178.1123 (3) (b), 178.1133 (3) (b), 178.1143 (3) (b), 178.1153 (3) (b), 178.1161 (2) (a), 180.1101 (3) (a), 180.1103 (6), 180.1105 (1) (h), 180.1161 (5) (a), (b), and (c), 181.1104, 181.1105, 181.1106, 181.1107, 181.1161 (1) (b), (2) (b), (3) (e), (f), and (g), (4), (5), and (6), 181.1420 (5), 181.1533, and 612.22 (2) (a), (b), (c), and (d), the renumbering of s. 180.1103 (4) (intro.) and (a) and (5) (a), the renumbering and amendment of ss. 180.1101 (2), 180.1102 (2), (3), and (4), 180.1103 (1), (2), (3), (4) (b), and (5) (b), 180.1105 (1) (i), 180.1106 (1) (am) 1. and (e), 180.1161 (5) (intro.), 181.1103 (1), (2), (3), and (4), 181.1161 (1) (a), (2) (a), (3) (intro.), (a), (b), and (d), and 612.22 (2) (intro.), the consolidation, renumbering, and amendment of ss. 178.1161 (2) (intro.) and (b) and 180.1101 (3) (intro.) and (b), and the repeal and recreation of s. 180.1161 (3) (f) and (g) and (4) (a) 2. first apply to transactions for which the articles are filed with the department of financial institutions on the effective date of this subsection.

SB566,468,21 (End)