181.1533 Domestication of a foreign corporation.

(1) Articles of domestication and certificate of authentication.

(a) In general. A foreign corporation may become a domestic corporation by filing articles of domestication under par. (b) and a certificate of authentication under par. (c).

(b) Articles of domestication. Articles of domestication shall contain all of the following information:

1. The name of the corporation, which shall comply with s. 181.0401.

2. The text of restated articles of incorporation of the corporation, which shall comply with s. 181.0202.

3. A statement that the corporation has adopted an election to domesticate in accordance with sub. (2).

4. A statement that the corporation will file, with the appropriate entity in the jurisdiction where the foreign corporation is organized, articles of dissolution or an equivalent document having the effect of terminating the corporation's existence as a corporation organized under the laws of that jurisdiction.

(c) Certificate of authentication. A certificate of status or a document of similar import authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the domesticating corporation is incorporated. The certificate or document shall include the corporation's name and date of incorporation, and shall be dated no earlier than 60 days before its delivery.

(2) Election to domesticate. An election by a foreign corporation to become a domestic corporation shall be adopted in the same manner as is required, under the law of the jurisdiction where the domesticating corporation is organized, for a merger of that corporation into a domestic corporation.

(3) Effect of domestication. When a domestication under this section takes effect, s. 181.1106 applies to the domesticating corporation as if the domesticating corporation had merged with a newly incorporated domestic corporation, with the domesticating corporation being the surviving corporation.

(4) Effective date of domestication. A domestication under this section takes effect on the effective date of the articles of domestication under sub. (1). The department shall establish the date of incorporation of a domesticating corporation on its records from the information supplied in the certificate of authentication filed under sub. (1) (c).

(5) Notice of effective date of filing in foreign jurisdiction.

(a) Within 60 days of the effective date of the filing described under sub. (1) (b) 4., the corporation shall file with the department a notice indicating the effective date of that filing in the foreign jurisdiction.

(b) Failure of the domesticating corporation to file the notice under par. (a) does not affect the validity of a domestication under this section. A domesticating corporation that fails to file the notice within the time required under par. (a) may be required to forfeit not more than $100. Each day of continued violation constitutes a separate offense.

History: 1997 a. 79.