Chapter 181

181.1135(1)(a) (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, and 183.1061, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

181.1135(1)(b) (b) The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange.

181.1135(1)(c) (c) The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such amendments are to be reflected in a public record, as provided in the articles of interest exchange.

181.1135(2) (2) Except as otherwise provided in the articles and plan of interest exchange, if the acquired entity is a domestic or foreign partnership, limited liability company, or other organization subject to dissolution under its governing law, the interest exchange does not dissolve the acquired entity.

181.1135(3) (3) 

181.1135(3)(a) (a) Except as provided in this subsection, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity.

181.1135(3)(b) (b) If, under the governing law of either entity, one or more of the interest holders thereof had interest holder liability prior to the interest exchange with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

181.1135(3)(c) (c) If, under the governing law of either entity, one or more of the interest holders thereof will have interest holder liability after the interest exchange with respect to the entity, such interest holder or holders shall have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the entity that accrue on or after the interest exchange.

181.1135(3)(d) (d) This subsection does not affect liability under any taxation laws.

181.1135(4) (4) 

181.1135(4)(a) (a) When an interest exchange takes effect, the department is the agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacities as such, of each domestic corporation acquired entity.

181.1135(4)(b) (b) When an interest exchange takes effect, any foreign acquiring entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation acquired entity.

181.1135 History History: 2021 a. 258.

181.1150 181.1150 Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 185 or 193. The restated articles of incorporation or organization shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation or organization.

181.1150 History History: 1997 a. 79; 2005 a. 441.

181.1161 181.1161 Conversion authorized.

181.1161(1m) (1m) A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

181.1161(2m) (2m) A foreign or domestic entity, other than a domestic corporation, may convert to a domestic corporation pursuant to ss. 181.1161 to 181.1165 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a corporation under this chapter immediately after the conversion.

181.1161 History History: 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258.

181.1162 181.1162 Plan of conversion.

181.1162(1) (1) A plan of conversion must be in a record and contain all of the following:

181.1162(1)(a) (a) The name, type of entity, and governing law of the converting entity.

181.1162(1)(b) (b) The name, type of entity, and governing law of the converted entity.

181.1162(1)(c) (c) The terms and conditions of the conversion.

181.1162(1)(d) (d) The manner and basis of converting the interests in the converting 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.

181.1162(1)(e) (e) The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.

181.1162(1)(f) (f) Any other matters required by the governing law of the converting entity.

181.1162(2) (2) In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.

181.1162 History History: 2001 a. 44; 2005 a. 476; 2015 a. 295; 2021 a. 258 ss. 543 to 545, 548 to 550.

181.1163 181.1163 Approval of conversion; amendment; abandonment.

181.1163(1) (1) Subject to s. 181.1180, a plan of conversion must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion with respect to a converting domestic corporation. A plan of conversion into a converted domestic corporation must be approved pursuant to the governing law of the converting entity.

181.1163(2) (2) Subject to s. 181.1180 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.

181.1163(3) (3) If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

181.1163(3)(a) (a) The name of the converting entity and the converted entity under the plan of conversion.

181.1163(3)(b) (b) The amendment to or abandonment of the articles of conversion.

181.1163(3)(c) (c) A statement that the amendment or abandonment was approved in accordance with this section.

181.1163 History History: 2021 a. 258.

181.1164 181.1164 Filings required for conversion; effective date.

181.1164(1) (1) After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following:

181.1164(1)(a) (a) The name, type of entity, and governing law of the converting entity.

181.1164(1)(b) (b) The name, type of entity, and governing law of the converted entity.

181.1164(1)(c) (c) A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law.

181.1164(1)(d) (d) Any organizational documents of the converted entity that are to be in a public record under its governing law.

181.1164(1)(e) (e) A statement that the plan of conversion is on file at the principal office of the converted entity.

181.1164(1)(f) (f) A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity.

181.1164(1)(g) (g) A statement whether s. 181.1180 applies to the conversion.

181.1164(2) (2) In addition to the requirements of sub. (1), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.

181.1164(3) (3) If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so, it shall so register.

181.1164(4) (4) A conversion takes effect at the effective date and time of the articles of conversion.

181.1164 History History: 2021 a. 258.

181.1165 181.1165 Effect of conversion.

181.1165(1) (1) When a conversion becomes effective, all of the following apply:

181.1165(1)(a) (a) The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity is no longer subject to the governing law that applied prior to the conversion and is subject to the governing law of the converted entity.

181.1165(1)(am) (am)

181.1165(1)(am)1. 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the converting or converted entity.

181.1165(1)(am)2. 2. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which the interest holder or holders had such interest holder liability.

181.1165(1)(am)3. 3. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converted entity that accrue after the conversion.

181.1165(1)(am)4. 4. This paragraph does not affect liability under any taxation laws.

181.1165(1)(b) (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment.

181.1165(1)(c) (c) The converted entity has all debts, obligations, and other liabilities of the converting entity.

181.1165(1)(d) (d) A civil, criminal, or administrative proceeding pending by or against the converted entity may be continued as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

181.1165(1)(e) (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

181.1165(1)(f) (f) The interests of the converting entity that are to be converted 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, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, and 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

181.1165(1)(g) (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

181.1165(1)(h) (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

181.1165(2) (2) 

181.1165(2)(a) (a) When a conversion takes effect, the department is the agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of any domestic corporation converting entity.

181.1165(2)(b) (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders under this chapter with respect to any domestic corporation converting entity.

181.1165 History History: 2021 a. 258.

181.1171 181.1171 Domestication authorized. A domestic corporation may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic corporation, and a non-United States entity may domesticate as a domestic corporation subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 181.1171 to 181.1175 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.

181.1171 History History: 2021 a. 258.

181.1172 181.1172 Plan of domestication.

181.1172(1) (1) A plan of domestication must be in a record and contain all of the following:

181.1172(1)(a) (a) The name, type of entity, and governing law of the domesticating entity.

181.1172(1)(b) (b) The name, type of entity, and governing law of the domesticated entity.

181.1172(1)(c) (c) The terms and conditions of the domestication.

181.1172(1)(d) (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.

181.1172(2) (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.

181.1172 History History: 2021 a. 258.

181.1173 181.1173 Approval of domestication; amendment; abandonment.

181.1173(1) (1) Subject to s. 181.1180, a plan of domestication must be approved in accordance with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of domestication with respect to a domesticating Wisconsin corporation. A plan of domestication of a non-United States domesticating entity must be approved pursuant to the governing law of the domesticating entity.

181.1173(2) (2) Subject to s. 181.1180 and the governing law of each of the domesticating entity and domesticated entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.

181.1173(3) (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

181.1173(3)(a) (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

181.1173(3)(b) (b) The amendment to or abandonment of the articles of domestication.

181.1173(3)(c) (c) A statement that the amendment or abandonment was approved in accordance with this section.

181.1173 History History: 2021 a. 258.

181.1174 181.1174 Filings required for domestication; effective date.

181.1174(1) (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following: