SB566: Bill Text

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SB566,631 Section 631 . 612.22 (2) (a), (b), (c) and (d) of the statutes are repealed.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