The changes in this bill apply to an LLC formed on or after January 1, 2023, and apply, on January 1, 2023, to an LLC formed before that date unless 1) the LLC elects to be governed earlier by the new provisions of the bill, or 2) the LLC elects to be governed by the existing law applicable before enactment of the bill. When the provisions of the bill become applicable to an LLC, provisions of prior law relating to obligations incurred by the LLC prior to the bill's enactment continue to apply and any provision of an operating agreement that was valid before enactment of the bill remains valid.

CORPORATIONS

This bill also makes changes to the law governing business corporations and nonstock corporations that generally correspond to the changes applicable to limited partnerships, LLCs, and partnerships, including changes similar to those described above and related to 1) mergers, conversions, and other business-structure transactions; 2) the process and fees for corporate filings with DFI; 3) procedures and requirements applicable to corporations including those related to registered agents and permissible names; 4) the method by which DFI may provide written notice to a corporation; and 5) consent to corporate action without a meeting.

Because this bill creates a new crime or revises a penalty for an existing crime, the Joint Review Committee on Criminal Penalties may be requested to prepare a report.

For further information see the state fiscal estimate, which will be printed as an appendix to this bill.

The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:

AB566,1 Section 1 . 11.0101 (9) of the statutes is amended to read:

AB566,25,3 11.0101 (9) “Corporation" includes a foreign limited liability company, as defined in s. 183.0102 (8) (5), and a limited liability company, as defined in s. 183.0102 (10) (8), if the foreign limited liability company or the limited liability company elect to be treated as a corporation by the federal internal revenue service, pursuant to 26 CFR 301.7701-3, or if the foreign limited liability company or the limited liability company has publicly traded shares.

AB566,2 Section 2 . 13.69 (1) of the statutes is amended to read:

AB566,25,10 13.69 (1) Except as provided in sub. (2m), any principal violating ss. 13.61 to 13.68 or a rule of the commission promulgated under those sections may be required to forfeit not more than $5,000. In the case of a partnership, other than a foreign or domestic limited liability partnership or a limited liability limited partnership, each of the partners, other than a limited partner of a limited partnership, is jointly and severally liable for any forfeiture imposed under this subsection.

AB566,3 Section 3. 44.03 (3) of the statutes is amended to read:

AB566,25,25 44.03 (3) Every affiliated society shall make a report of its work annually to the historical society that contains the information specified in s. 181.1622 (1) (a) to (e) sub. (3m), which, in its entirety or in part, may be included in the publications of the historical society, and upon application of any affiliated society the historical society may accept, in behalf of the state, custody of or title to the property, records and collections of the affiliated society or may assist in the disposal thereof. If any affiliated society becomes, in the opinion of the board of curators of the historical society, inactive or defunct, title to such property, records and collections not otherwise provided for in the grants of donors or in the articles of incorporation of the inactive and defunct society, shall vest in the historical society which shall take appropriate action in the public interest for the protection or disposal of such property, records and collections. Preference in disposition shall be given to historical or related organizations in the area or to whatever county or local governmental unit that has aided such affiliate financially.

AB566,4 Section 4. 44.03 (3m) of the statutes is created to read:

AB566,26,3 44.03 (3m) The report under sub. (3) shall include all of the following information:

AB566,26,5 (a) The name of the domestic nonstock corporation or foreign nonprofit or nonstock corporation and the state or country under whose law it is incorporated.

AB566,26,7 (b) The mailing address of its registered office and the name and e-mail address of its registered agent at that office in this state.

AB566,26,8 (c) The mailing address of its current principal office.

AB566,26,9 (d) The name and business address of each director and principal officer.

AB566,26,10 (e) A brief description of the nature of its business.

AB566,26,11 (f) Whether the nonprofit or nonstock corporation has members.

AB566,5 Section 5 . 71.80 (21) of the statutes is amended to read:

AB566,26,18 71.80 (21) Business entity conversion. Notwithstanding any provision of ss. 178.1141 to 178.1145, 179.76 179.1141 to 179.1145, 180.1161, 181.1161, and 183.1207 183.1041 to 183.1045, the conversion of a business entity to another form of business entity under s. 178.1141, 179.76 179.1141, 180.1161, 181.1161, or 183.1207 183.1041 shall be treated for state tax purposes in the same manner as the conversion is treated for federal tax purposes.

AB566,6 Section 6 . 71.80 (21m) of the statutes is amended to read:

AB566,26,25 71.80 (21m) Business entity interest exchange. Notwithstanding any provision of ss. 178.1131 to 178.1135, 179.1131 to 179.1135, 180.1102, 180.11021, 180.11032, 180.1105, 180.1106, 181.1131 to 181.1135, and 183.1031 to 183.1035, an interest exchange under s. 178.1131, 179.1131, 180.1102, 181.1131, or 183.1031 shall be treated for state tax purposes in the same manner as the interest exchange is treated for federal tax purposes.

AB566,7 Section 7. 71.80 (22) of the statutes is amended to read:

AB566,27,8 71.80 (22) Business entity merger. Notwithstanding any provision of ss. 178.1121 to 178.1125, 179.77 179.1121 to 179.1125, 180.1101, 180.1104 180.11012, 180.11031 to 180.1106, 181.1101, 181.1104 to 181.11055, and 183.1201 183.1021 to 183.1025, the merger of a business entity with one or more business entities under s. 178.1121, 179.77 179.1121, 180.1101, 180.1104, 181.1101, 181.1104, or 183.1201 183.1021 shall be treated for state tax purposes in the same manner as the merger is treated for federal tax purposes.

AB566,8 Section 8 . 71.80 (22m) of the statutes is amended to read: