(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.
(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.
(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.
(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.
258,329 Section 329. 180.1301 (2) of the statutes is amended to read:
180.1301 (2) “Corporation" means the issuer corporation or, if the corporate action giving rise to dissenters' rights under s. 180.1302 is a merger or share interest exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the share interest exchange.
258,330 Section 330. 180.1302 (1) (a) 1. of the statutes is amended to read:
180.1302 (1) (a) 1. Shareholder approval is required for the merger by s. 180.1103 180.11032 or by the articles of incorporation.
258,331 Section 331. 180.1302 (1) (a) 3. c. of the statutes is amended to read:
180.1302 (1) (a) 3. c. The number of voting shares, as defined in s. 180.1103 180.11032 (5) (a) 2., outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of voting shares of the parent outstanding immediately before the merger.
258,332 Section 332. 180.1302 (1) (a) 3. d. of the statutes is amended to read:
180.1302 (1) (a) 3. d. The number of participating shares, as defined in s. 180.1103 180.11032 (5) (a) 1., outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, do not exceed by more than 20 percent the total number of participating shares of the parent outstanding immediately before the merger.
258,333 Section 333. 180.1302 (1) (b) of the statutes is amended to read:
180.1302 (1) (b) Consummation of a plan of share interest exchange if the issuer corporation's shares will be acquired, and the shareholder or the shareholder holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.
258,334 Section 334 . 180.1330 (2) of the statutes is amended to read:
180.1330 (2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose shares interests were acquired by the foreign corporation.
258,335 Section 335. 180.1407 (1) (intro.) and (b) of the statutes are amended to read:
180.1407 (1) (intro.) A dissolved corporation may publish notice of its dissolution and request that persons with claims, whether known or unknown, against the corporation or its directors, officers or shareholders, in their capacities as such, present them in accordance with the notice. The notice shall be published as a class 1 notice, under ch. 985, in a newspaper of general circulation in the county in this state where the dissolved corporation's principal office or, if none in this state, in the county where its registered office is or was last located. The notice shall include all of the following:
(b) A statement that the claim must be in writing and provide a mailing address where the claim may is to be sent.
258,336 Section 336 . 180.1421 (1) of the statutes is amended to read:
180.1421 (1) If the department determines that one or more grounds exist under s. 180.1420 for dissolving a corporation, the department shall may give the corporation under s. 180.0141 notice of the determination. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the The notice shall be in writing and addressed to the registered office agent of the corporation.
258,337 Section 337. 180.1421 (2) of the statutes is amended to read:
180.1421 (2) (a) Within 60 days after the notice takes effect under s. 180.0141 (5) (a), the corporation shall, with respect to each ground for dissolution, either correct each such ground for dissolution or demonstrate to the reasonable satisfaction of the department that each such ground determined by the department does not exist.
(b) If the corporation fails to satisfy par. (a), the department shall may administratively dissolve the corporation. The department shall enter by entering a notation in its the department's records to reflect each ground for dissolution and the effective date of the dissolution and. The department shall give the corporation under s. 180.0141 notice of those facts. Notwithstanding s. 180.0141 (2) (b), (3), and (4), the each ground for dissolution and the effective date of the dissolution. The notice shall be in writing and addressed to the registered office agent of the corporation.
258,338 Section 338 . 180.1421 (2m) (a) of the statutes is amended to read:
180.1421 (2m) (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 corporation under s. 180.0141. Notwithstanding s. 180.0141 (2) (b), (3), and (4) and except Except as provided under par. (b), the notice under this paragraph shall be in writing and addressed to the principal office of the corporation.
258,339 Section 339 . 180.1421 (5) of the statutes is created to read:
180.1421 (5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
258,340 Section 340 . 180.1422 (3) of the statutes is amended to read: