181.1165 Effect of conversion.
(1) When a conversion becomes effective, all of the following apply:
(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.
(am)
1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the converting or converted entity.
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.
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.
4. This paragraph does not affect liability under any taxation laws.
(b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment.
(c) The converted entity has all debts, obligations, and other liabilities of the converting entity.
(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.
(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.
(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.
(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.
(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.
(2)
(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.
(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.
History: 2021 a. 258.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.
181.0127 - Evidentiary effect of copy of filed document.
181.0129 - Penalty for false document.
181.0162 - Relation to electronic signatures in global and national commerce act.
181.0163 - Forum selection provisions.
181.0202 - Articles of incorporation.
181.0205 - Organization of corporation.
181.0208 - Filing requirements.
181.0209 - Effective date and time.
181.0210 - Withdrawal of filed record before effectiveness.
181.0211 - Correcting filed record.
181.0212 - Duty of department to file; review of refusal to file; delivery of record by department.
181.0213 - Certificate of status.
181.0214 - Annual report for department.
181.0304 - Effect of unauthorized corporate acts.
181.0320 - Private foundations.
181.0330 - Offer and sale of securities.
181.0402 - Reservation of name.
181.0403 - Registration of name.
181.0501 - Registered agent and registered office.
181.0502 - Change of registered agent or registered office.
181.0503 - Resignation of registered agent.
181.0504 - Service of process, notice, or demand.
181.0505 - Change of name or address by registered agent.
181.0506 - Delivery of record.
181.0507 - Filing fees; certified copies.
181.0602 - Consideration and certificates.
181.0603 - No requirement of members.
181.0610 - Differences in rights and obligations of members.
181.0612 - Member's liability to 3rd parties.
181.0613 - Member's liability for dues, assessments and fees.
181.0614 - Creditor's action against member.
181.0620 - Termination, expulsion and suspension.
181.0622 - Purchase of memberships.
181.0670 - Limited liability of volunteers.
181.0701 - Annual and regular meetings.
181.0704 - Action by written consent.
181.0707 - Record date; determining members entitled to notice and vote.
181.0708 - Action by written ballot.
181.0720 - Members' list for meeting.
181.0721 - Voting entitlement generally.
181.0722 - Quorum requirements.
181.0723 - Voting requirements.
181.0725 - Cumulative voting for directors.
181.0726 - Other methods of electing directors.
181.0727 - Acceptance of instruments showing member action.
181.0740 - Derivative proceedings; definition.
181.0741 - Derivative proceedings; standing.
181.0742 - Derivative proceedings; demand.
181.0743 - Derivative proceedings; stay of proceedings.
181.0744 - Derivative proceedings; dismissal.
181.0745 - Derivative proceedings; discontinuance or settlement.
181.0746 - Derivative proceedings; payment of expenses.
181.0747 - Derivative proceedings; applicability.
181.0801 - Requirement for and duties of board.
181.0802 - Qualifications of directors.
181.0803 - Number of directors.
181.0804 - Election, designation and appointment of directors.
181.0805 - Terms of directors generally.
181.0806 - Staggered terms for directors.
181.0807 - Resignation of directors.
181.0808 - Removal of directors elected by members or directors.
181.0809 - Removal of designated or appointed directors.
181.0810 - Removal of directors by judicial proceeding.
181.0820 - Regular and special meetings.
181.0821 - Action without meeting.
181.0822 - Call and notice of meetings.
181.0825 - Committees of the board.
181.0831 - Director conflict of interest.
181.0832 - Loans to directors and officers.
181.0833 - Liability for unlawful distributions.
181.0841 - Duties and authority of officers and agents.
181.0843 - Resignation and removal of officers.
181.0844 - Contract rights of officers.
181.0850 - Reliance by directors or officers.
181.0853 - Consideration of interests in addition to members' interests.
181.0855 - Limited liability of directors and officers.
181.0860 - Statements of changes in directors or principal officers.
181.0871 - Definitions applicable to indemnification and insurance provisions.
181.0872 - Mandatory indemnification.
181.0873 - Determination of right to indemnification.
181.0874 - Allowance of expenses as incurred.
181.0875 - Corporation may limit indemnification.
181.0877 - Additional rights to indemnification and allowance of expenses.
181.0879 - Court-ordered indemnification.
181.0881 - Indemnification and allowance of expenses of employees and agents.
181.0889 - Indemnification and insurance against securities law claims.
181.1001 - Authority to amend articles of incorporation.
181.1002 - Amendment of articles of incorporation by directors.
181.1003 - Amendment of articles of incorporation by directors and members.
181.1004 - Class voting by members on amendments to articles of incorporation.
181.1005 - Articles of amendment.
181.1006 - Restated articles of incorporation.
181.1007 - Amendment of articles of incorporation pursuant to judicial reorganization.
181.1008 - Effect of amendment and restatement of articles of incorporation.
181.1020 - Amendment of bylaws by directors.
181.1021 - Amendment of bylaws by directors and members.
181.1022 - Class voting by members on amendments of bylaws.
181.1030 - Approval by 3rd persons.
181.11001 - Relationship of subchapter to other laws.
181.11004 - Reference to external facts.
181.1103 - Approval of merger; amendment; abandonment.
181.11045 - Filings required for merger; effective date.
181.1108 - Bequests, devises, and gifts.
181.1131 - Interest exchange authorized.
181.1132 - Plan of interest exchange.
181.1133 - Approval of interest exchange; amendment; abandonment.
181.1134 - Filings required for interest exchange; effective date.
181.1135 - Effect of interest exchange.
181.1150 - Conversion of cooperative.
181.1161 - Conversion authorized.
181.1162 - Plan of conversion.
181.1163 - Approval of conversion; amendment; abandonment.
181.1164 - Filings required for conversion; effective date.
181.1165 - Effect of conversion.
181.1171 - Domestication authorized.
181.1172 - Plan of domestication.
181.1173 - Approval of domestication; amendment; abandonment.
181.1174 - Filings required for domestication; effective date.
181.1175 - Effect of domestication.
181.1180 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
181.1201 - Sale of assets in regular course of activities and mortgage of assets.
181.1202 - Sale of assets other than in regular course of activities.
181.1301 - Prohibited distributions.
181.1302 - Authorized distributions.
181.1401 - Dissolution by incorporators, directors, members and 3rd persons.
181.1403 - Articles of dissolution.
181.1404 - Revocation of dissolution.
181.1405 - Effect of dissolution.
181.1406 - Known claims against dissolved corporation.
181.1407 - Survival of remedies and claims.
181.1420 - Grounds for administrative dissolution.
181.1421 - Procedure for and effect of administrative dissolution.
181.1422 - Reinstatement following administrative dissolution.
181.1423 - Appeal from denial of reinstatement.
181.1430 - Grounds for judicial dissolution.
181.1431 - Procedure for judicial dissolution.
181.1432 - Receivership or custodianship.
181.1433 - Decree of dissolution.
181.1440 - Deposit with secretary of revenue.
181.1501 - Authority to transact business required.
181.1502 - Consequences of transacting business without authority.
181.1503 - Application for certificate of authority.
181.1504 - Amended certificate of authority.
181.1505 - Effect of certificate of authority.
181.1506 - Corporate name of foreign corporation.
181.1507 - Registered office and registered agent.
181.1508 - Change of registered agent or registered office of foreign corporation.
181.1509 - Resignation of registered agent of foreign corporation.
181.1510 - Service of process, notice, or demand on foreign corporation.
181.1520 - Withdrawal of foreign corporation.
181.1530 - Grounds for revocation.
181.1531 - Procedure for and effect of revocation.
181.1532 - Appeal from revocation.
181.1602 - Inspection of records by members.
181.1603 - Scope of inspection rights.
181.1604 - Court-ordered inspection.
181.1605 - Limitations on use of membership list.
181.1620 - Financial statements for members.
181.1621 - Report of indemnification to members.