subch. VIII of ch. 179 SUBCHAPTER VIII
DISSOLUTION; CONVERSION; MERGER
179.70 179.70 Definitions. In this subchapter:
179.70(1) (1) "Business entity" means a domestic business entity and a foreign business entity.
179.70(2) (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (10), a limited partnership, or a corporation, as defined in s. 181.0103 (5).
179.70(3) (3) "Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign limited partnership, a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).
179.70 History History: 2001 a. 44.
179.71 179.71 Nonjudicial dissolution. A limited partnership is dissolved and its affairs shall be wound up on the happening of the first of the following:
179.71(1) (1) At the time specified in the certificate of limited partnership.
179.71(1m) (1m) Upon the happening of events specified in writing in the partnership agreement, except as provided in s. 179.105 (2).
179.71(2) (2) On the written consent of all partners.
179.71(3) (3) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.
179.71(4) (4) On the entry of an order of judicial dissolution under s. 179.72.
179.71 History History: 1983 a. 173; 1989 a. 232.
179.72 179.72 Judicial dissolution.
179.72(1) (1) On application by or for a partner the circuit court may order dissolution of a limited partnership, if it is not practicable to carry on the business under the partnership agreement.
179.72(2) (2) On application by a district attorney or the attorney general, the circuit court shall order dissolution of a limited partnership, if the limited partnership has violated s. 940.302 (2) or 948.051 (2).
179.72 History History: 1983 a. 173; 2007 a. 116.
179.73 179.73 Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee.
179.73 History History: 1983 a. 173.
179.74 179.74 Distribution of assets. Except as provided in s. 179.105 (3), on the winding up of a limited partnership, the assets shall be distributed in the following order:
179.74(1) (1) To creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under s. 179.51 or 179.54.
179.74(2) (2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under s. 179.51 or 179.54.
179.74(3) (3) Except as provided in the partnership agreement, to partners in the following order:
179.74(3)(a) (a) For the return of their contributions in the proportions in which the partners share in distributions.
179.74(3)(b) (b) For their partnership interests in the proportions in which the partners share in distributions.
179.74 History History: 1983 a. 173; 1989 a. 232.
179.76 179.76 Conversion.
179.76(1)(1) A domestic limited partnership may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic limited partnership is converting.
179.76(2) (2)
179.76(2)(a)(a) A business entity other than a domestic limited partnership may convert to a domestic limited partnership if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.
179.76(2)(b) (b) A business entity converting into a domestic limited partnership shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.
179.76(3) (3) A plan of conversion shall set forth all of the following:
179.76(3)(a) (a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.
179.76(3)(b) (b) The name, form of business entity, and the identity of the jurisdiction that will govern the business entity after conversion.
179.76(3)(c) (c) The terms and conditions of the conversion.
179.76(3)(d) (d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.
179.76(3)(e) (e) The effective date and time of the conversion, if the conversion is to be effective other than at the time of filing the certificate of conversion, as provided under s. 179.11 (2) or otherwise.
179.76(3)(f) (f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.
179.76(3)(g) (g) Other provisions relating to the conversion, as determined by the business entity.
179.76(4) (4) When a conversion is effective, all of the following apply:
179.76(4)(a)1.1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that is converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.
179.76(4)(a)2. 2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.
179.76(4)(b) (b) The business entity continues to have all liabilities of the business entity that was converted.
179.76(4)(c) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment.
179.76(4)(d) (d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.
179.76(4)(e) (e) All other provisions of the plan of conversion apply.
179.76(5) (5) Except as provided under sub. (7), after a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following together with a fee of $150:
179.76(5)(a) (a) The plan of conversion.
179.76(5)(b) (b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.
179.76(5)(bm) (bm) A statement indicating whether the business entity that is to be converted has a fee simple ownership interest in any Wisconsin real estate.
179.76(5)(c) (c) The registered agent and registered office, record agent and record office, or other similar agent and office of the business entity before and after conversion.
179.76(5m) (5m) If the department prescribes a form for the certificate of conversion under sub. (5), the form shall indicate that if the business entity that is to be converted has a fee simple ownership interest in Wisconsin real estate, the entity is required to file a report with the department of revenue under s. 73.14.
179.76(6) (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.
179.76(7) (7) The department, by rule, may specify a larger fee for filing a certificate of conversion under sub. (5) in paper format.
179.76 History History: 2001 a. 44; 2005 a. 476.
179.76 Annotation Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
179.77 179.77 Merger.
179.77(1)(1) One or more domestic limited partnerships may merge with or into one or more other business entities if the merger is permitted under the applicable laws of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
179.77(2) (2) The plan of merger shall set forth all of the following:
179.77(2)(a) (a) The name, form of business entity, and identity of the jurisdiction governing each business entity that is a party to the merger and the name, form of business entity, and identity of the jurisdiction of the surviving business entity with, or into, which each other business entity proposes to merge.
179.77(2)(b) (b) The manner and basis of converting the interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or in part.
179.77(3) (3) The plan of merger may set forth any of the following:
179.77(3)(a) (a) Amendments to the certificate of limited partnership or other similar governing document of the surviving business entity.
179.77(3)(b) (b) Other provisions relating to the merger.
179.77(4) (4) After a merger is authorized, and at any time before the articles of merger are filed with the department, the planned merger may be abandoned, subject to any contractual rights, without further action on the part of the shareholders or other owners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the governing body of any business entity that is a party to the merger.
179.77(5) (5) After a plan of merger is approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity, the surviving business entity shall deliver to the department the fee specified under sub. (5m) and articles of merger that include all of the following:
179.77(5)(a) (a) The plan of merger.
179.77(5)(b) (b) A statement that the plan was approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity.
179.77(5)(bm) (bm) A statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.
179.77(5)(c) (c) The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger under s. 179.11 (2).
179.77(5)(d) (d) Other provisions relating to the merger, as determined by the surviving business entity.
179.77(5m) (5m) The fee for filing articles of merger is $150, except that the department, by rule, may specify a larger fee for filing articles in paper format.
179.77(5r) (5r) If the department prescribes a form for the articles of merger under sub. (5), the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under s. 73.14.
179.77(6) (6) A merger has the following effects:
179.77(6)(a) (a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.
179.77(6)(b)1.1. If, under the laws applicable to a business entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners.
179.77(6)(b)2. 2. If, under the laws applicable to the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity to the extent provided in such laws, but only for such debts and obligations accrued after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in subd. 1.
179.77(6)(c) (c) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment.
179.77(6)(d) (d) The surviving business entity has all liabilities of each business entity that is party to the merger.
179.77(6)(e) (e) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.
179.77(6)(f) (f) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.
179.77(6)(g) (g) The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or to their rights under the laws applicable to each business entity that is a party to the merger.
179.77(6)(h) (h) If the surviving business entity is a foreign business entity, the department is the agent of the surviving foreign business entity for service of process in a proceeding to enforce any obligation of any business entity that is a party to the merger or the rights of the dissenting members or other owners of each business entity that is a party to the merger.
179.77(6)(i) (i) When a merger takes effect, any surviving foreign business entity of the merger shall promptly pay to the dissenting shareholders of each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to the other domestic business entity.
179.77 History History: 2001 a. 44, 105; 2005 a. 476.
subch. IX of ch. 179 SUBCHAPTER IX
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2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Sept. 3, 2014. Published and certified under s. 35.18. Changes effective after Sept. 3, 2014 are designated by NOTES. (Published 9-3-14)