179.11 (1) (intro.) To form a limited partnership, a certificate of limited partnership must be executed and filed with the department. The certificate shall be filed together with a fee of $70 and, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall contain all of the following information:
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Section
20. 179.12 (1) (intro.) of the statutes is amended to read:
179.12 (1) (intro.) A Except as otherwise provided in this subsection, a certificate of limited partnership is amended by filing a certificate of amendment with the department, together with a fee of $25. The department, by rule, may specify a larger fee for certificates that are filed in paper format. No fee may be collected for filing a certificate of amendment to reflect only a change in the name of a registered agent. The certificate of amendment shall specify all of the following:
44,21
Section
21. 179.13 (intro.) of the statutes is amended to read:
179.13 Cancellation of certificate. (intro.) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the limited partnership or at any other time that there are no limited partners. A certificate of cancellation shall be filed together with a fee of $10 with the department and
, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format. Each certificate shall specify all of the following:
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Section
22. 179.14 (1) of the statutes is renumbered 179.14 (1r).
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Section
23. 179.14 (1g) of the statutes is created to read:
179.14 (1g) In this section:
(a) "Electronic" has the meaning given in s. 179.16 (1g) (b).
(b) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
(c) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
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Section
24. 179.16 (1) of the statutes is renumbered 179.16 (1r).
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Section
25. 179.16 (1g) of the statutes is created to read:
179.16 (1g) In this section:
(a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
44,26
Section
26. 179.185 (1) of the statutes is amended to read:
179.185 (1) A limited partnership may integrate into a single instrument the operative provisions of its certificate of limited partnership, as shown by the original certificate and amendments filed under this subchapter, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership. The restated certificate shall be filed together with a fee of $25 with the department, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
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Section
27. 179.24 (1) (b) of the statutes is amended to read:
179.24 (1) (b) Withdraws from future equity participation in the enterprise by executing and filing with the department, together with a $15 filing fee, a certificate declaring withdrawal under this paragraph, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
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Section
28. Subchapter VIII (title) of chapter 179 [precedes 179.70] of the statutes is amended to read:
Chapter 179
Subchapter VIIi
DISSOLUTION; conversion; merger
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Section
29. 179.70 of the statutes is created to read:
179.70 Definitions. In this subchapter:
(1) "Business entity" means a domestic business entity and a foreign business entity.
(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).
(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).
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Section
30. 179.76 of the statutes is created to read:
179.76 Conversion. (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.
(2) (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.
(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.
(3) A plan of conversion shall set forth all of the following:
(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.
(b) The name, form of business entity, and the identity of the jurisdiction that will govern the business entity after conversion.
(c) The terms and conditions of the conversion.
(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.
(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.
(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.
(g) Other provisions relating to the conversion, as determined by the business entity.
(4) When a conversion is effective, all of the following apply:
(a) 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.
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.
(b) The business entity continues to have all liabilities of the business entity that was converted.
(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, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.
(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.
(e) All other provisions of the plan of conversion apply.
(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:
(a) The plan of conversion.
(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.
(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.
(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.
(7) The department, by rule, may specify a larger fee for filing a certificate of conversion under sub. (5) in paper format.
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Section
31. 179.77 of the statutes is created to read:
179.77 Merger. (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.
(2) The plan of merger shall set forth all of the following:
(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.
(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.
(3) The plan of merger may set forth any of the following:
(a) Amendments to the certificate of limited partnership or other similar governing document of the surviving business entity.
(b) Other provisions relating to the merger.
(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.
(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:
(a) The plan of merger.
(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.
(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).
(d) Other provisions relating to the merger, as determined by the surviving business entity.
(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.
(6) A merger has the following effects:
(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.
(b) 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.
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.
(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, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.
(d) The surviving business entity has all liabilities of each business entity that is party to the merger.
(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.
(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.
(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.
(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.
(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.
44,32
Section
32. 179.82 (intro.) of the statutes is amended to read:
179.82 Registration. (intro.) Before transacting business in this state, a foreign limited partnership shall register with the department. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting, except that the department, by rule, may specify a larger fee for applications that are filed in paper format. Each application shall set forth all of the following:
44,33
Section
33. 179.82 (4) of the statutes is amended to read:
179.82 (4) The name and address of an agent for service of process on the foreign limited partnership, who must be an individual resident of this state, a domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company having a place of business and authorized to do business in this state, whose business office is identical with the registered office.
44,34
Section
34. 179.86 (1) of the statutes is amended to read:
179.86 (1) A foreign limited partnership may cancel its registration by filing with the department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
179.88 Substituted service. Service of process on the department under this subchapter shall be made by serving of duplicate copies of the process on the department, together with the fee established under s. 182.01 (4) (c). The department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization or its principal office, as appearing on the records of the department from information supplied under s. 179.82 (6). The time within which the foreign limited partnership may answer or move to dismiss under s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.
44,36
Section
36. 180.0103 (7g) of the statutes is created to read:
180.0103 (7g) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
