SB810,456,22
20(2) In addition to the requirements of sub. (1), the articles of domestication may
21contain any other provisions relating to the domestication, as determined by the
22domesticating entity in accordance with the plan of domestication.
SB810,456,24
23(3) A domestication takes effect at the effective date and time of the articles of
24domestication.
SB810,457,2
1183.1055 Effect of domestication. (1) When a domestication becomes
2effective, all of the following apply:
SB810,457,63
(a) The domesticating entity becomes a domestic entity under and becomes
4subject to the governing law of the jurisdiction in which it has domesticated while
5continuing to be a domestic organization under and subject to the governing law of
6the domesticating entity.
SB810,457,87
(am) 1. Except as provided in this paragraph, no interest holder shall have
8interest holder liability with respect to the domesticating or domesticated entity.
SB810,457,149
2. If, under the governing law of the domesticating entity, one or more of the
10interest holders thereof has interest holder liability with respect to the
11domesticating entity, such interest holder or holders shall continue to have such
12liability and any associated contribution and other rights to the extent provided in
13such governing law with respect to the debts, obligations, and other liabilities of the
14domesticating entity.
SB810,457,2015
3. If, under the governing law of the domesticated entity, one or more of the
16interest holders thereof will have interest holder liability after the domestication
17with respect to the domesticated entity, such interest holder or holders will have such
18liability and associated contribution and other rights to the extent provided in such
19governing law with respect to the debts, obligations, and other liabilities of the
20domesticated entity that accrue after the domestication.
SB810,457,2121
4. This paragraph does not affect liability under any taxation laws.
SB810,457,2322
(b) The title to all property owned by the domesticating entity is vested in the
23domesticated entity without transfer, reversion, or impairment.
SB810,457,2524
(c) The domesticated entity has all debts, obligations, or other liabilities of the
25domesticating entity.
SB810,458,4
1(d) A civil, criminal, or administrative proceeding pending by or against the
2domesticating entity may be continued as if the domestication did not occur, or the
3domesticated entity may be substituted in the proceeding for the domesticating
4entity.
SB810,458,85
(e) The non-United States organizational documents of the domesticated
6entity are amended to the extent, if any, provided in the plan of domestication and,
7to the extent such amendments are to be reflected in a public record, as provided in
8the articles of domestication.
SB810,458,129
(f) The United States organizational documents of the domesticated entity are
10as provided in the plan of domestication and, to the extent such organizational
11documents are to be reflected in a public record, as provided in the articles of
12domestication.
SB810,458,1513
(g) Except as prohibited by other law or as otherwise provided in the articles
14and plan of domestication, all of the rights, privileges, immunities, powers, and
15purposes of the domesticating entity vest in the domesticated entity.
SB810,458,19
16(2) Except as otherwise provided in the articles and plan of domestication, if
17the domesticating entity is a partnership, limited liability company, or other entity
18subject to dissolution under its governing law, the domestication does not dissolve
19the domesticating entity for the purposes of its governing law.
SB810,458,22
20(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts
21of this state to enforce any debt, obligation, or other liability owed by the
22domesticating or domesticated entity.
SB810,459,7
23183.1061 Restrictions on approval of mergers, interest exchanges,
24conversions, and domestications. (1) Except as provided in sub. (2), a merger,
25interest exchange, conversion, or domestication of a domestic limited liability
1company may not materially increase the current or potential obligations of a
2member in the constituent, acquiring, acquired, converting, or domesticating limited
3liability company, whether as a result of becoming subject to interest holder liability
4with respect to the obligations of the surviving, acquiring, converted, or
5domesticated entity as a consequence of being an owner of the entity, becoming
6subject to affirmative or negative obligations under the organizational documents of
7the entity, becoming subject to tax on the income of the entity, or otherwise.
SB810,459,9
8(2) Subsection (1) shall not apply with respect to a member if any of the
9following applies:
SB810,459,1110
(a) The member consents to the merger, interest exchange, conversion, or
11domestication.
SB810,459,1412
(b) The member has consented to the provision of the written operating
13agreement that provides for approval of a merger, conversion, or domestication with
14the consent of fewer than all the members.
SB810,459,18
15(3) A member does not give the consent required by sub. (2) merely by
16consenting to a provision of the written operating agreement that permits the
17written operating agreement to be amended with the consent of fewer than all the
18members.
SB810,459,1919
subchapter XI
SB810,459,2020
MISCELLANEOUS PROVISIONS
SB810,459,24
21183.1101 Uniformity of application and construction. In applying and
22construing this chapter, consideration must be given to the need to promote
23uniformity of the law with respect to its subject matter among states that enact the
24uniform law.
SB810,460,6
1183.1102 Relation to Electronic Signatures in Global and National
2Commerce Act. This chapter modifies, limits, and supersedes the Electronic
3Signatures in Global and National Commerce Act,
15 USC 7001 to
7031, but does not
4modify, limit, or supersede section 101 (c) of that act,
15 USC 7001 (c), or authorize
5electronic delivery of any of the notices described in section 103 (b) of that act,
15 USC
67003 (b).
SB810,614
7Section 614
. 185.045 of the statutes is amended to read:
SB810,460,10
8185.045 Reserved or registered name. Sections 180.0122
(1) (1m) (c) to (i),
9180.0402 and 180.0403 (2), (3), (3m) and (4) (b) apply to cooperatives, with the word
10“cooperative" substituted for the words “corporate" and “corporation".
SB810,615
11Section 615
. 190.01 (2) of the statutes is amended to read:
SB810,460,2312
190.01
(2) The articles of incorporation and amendments thereto shall be filed
13with the department of financial institutions; in the case of articles, the department
14of financial institutions shall thereupon issue a certificate of incorporation and the
15corporation then has legal existence. The articles of incorporation or special charter
16of any railroad company may be amended by a majority vote of all the stock in the
17respects and for the purposes provided in s. 180.1001. The fees for filing articles and
18amendments thereto are as provided in s. 180.0122
(1) (a) and (m) except that the fees
19for filing an amendment which authorizes the issuance of redeemable preference
20shares for sale to the U.S. secretary of transportation under sections 505 and 506 of
21P.L.
94-210 is $15 for the amendment and an additional sum equal to $1 for each
22$100,000 or fraction thereof of par value redeemable preference shares authorized
23by the amendment.