AB650,14,1611
179.12
(1) (intro.)
A Except as otherwise provided in this subsection, a
12certificate of limited partnership is amended by filing a certificate of amendment
13with the department, together with a fee of $25.
The department, by rule, may
14specify a larger fee for certificates that are filed in paper format. No fee may be
15collected for filing a certificate of amendment to reflect only a change in the name of
16a registered agent. The certificate
of amendment shall specify all of the following:
AB650, s. 21
17Section
21. 179.13 (intro.) of the statutes is amended to read:
AB650,14,24
18179.13 Cancellation of certificate. (intro.) A certificate of limited
19partnership shall be canceled upon the dissolution and the commencement of
20winding up of the limited partnership or at any other time that there are no limited
21partners. A certificate of cancellation shall be filed together with a fee of $10 with
22the department
and, except that the department, by rule, may specify a larger fee for
23certificates that are filed in paper format. Each certificate shall specify all of the
24following:
AB650, s. 22
25Section
22. 179.14 (1) of the statutes is renumbered 179.14 (1r).
AB650, s. 23
1Section
23. 179.14 (1g) of the statutes is created to read:
AB650,15,22
179.14
(1g) In this section:
AB650,15,33
(a) "Electronic" has the meaning given in s. 179.16 (1g) (b).
AB650,15,64
(b) "Electronic signature" means an electronic sound, symbol, or process,
5attached to or logically associated with a writing and executed or adopted by a person
6with intent to authenticate the writing.
AB650,15,87
(c) "Sign" means to execute or adopt a manual, facsimile, conformed, or
8electronic signature or any symbol with intent to authenticate a writing.
AB650, s. 24
9Section
24. 179.16 (1) of the statutes is renumbered 179.16 (1r).
AB650, s. 25
10Section
25. 179.16 (1g) of the statutes is created to read:
AB650,15,1111
179.16
(1g) In this section:
AB650,15,1412
(a) "Deliver" means deliver by hand, mail, commercial delivery service,
13electronic transmission, or any other method of delivery used in conventional
14commercial practice.
AB650,15,1615
(b) "Electronic" means relating to technology having electrical, digital,
16magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB650, s. 26
17Section
26. 179.185 (1) of the statutes is amended to read:
AB650,15,2418
179.185
(1) A limited partnership may integrate into a single instrument the
19operative provisions of its certificate of limited partnership, as shown by the original
20certificate and amendments filed under this subchapter, and it may at the same time
21also further amend its certificate of limited partnership by adopting a restated
22certificate of limited partnership. The restated certificate shall be filed together with
23a fee of $25 with the department
, except that the department, by rule, may specify
24a larger fee for certificates that are filed in paper format.
AB650, s. 27
25Section
27. 179.24 (1) (b) of the statutes is amended to read:
AB650,16,4
1179.24
(1) (b) Withdraws from future equity participation in the enterprise by
2executing and filing with the department, together with a $15 filing fee, a certificate
3declaring withdrawal under this paragraph
, except that the department, by rule,
4may specify a larger fee for certificates that are filed in paper format.
AB650, s. 28
5Section
28. Subchapter VIII (title) of chapter 179 [precedes 179.70] of the
6statutes is amended to read:
AB650,16,98
Subchapter VIIi
9
DISSOLUTION
; conversion; merger
AB650, s. 29
10Section
29. 179.70 of the statutes is created to read:
AB650,16,11
11179.70 Definitions. In this subchapter:
AB650,16,13
12(1) "Business entity" means a domestic business entity and a foreign business
13entity.
AB650,16,16
14(2) "Domestic business entity" means a corporation, as defined in s. 180.0103
15(5), a limited liability company, as defined in s. 183.0102 (10), a limited partnership,
16or a corporation, as defined in s. 181.0103 (5).
AB650,16,19
17(3) "Foreign business entity" means a foreign limited liability company, as
18defined in s. 183.0102 (8), a foreign limited partnership, a foreign corporation, as
19defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).
AB650, s. 30
20Section
30. 179.76 of the statutes is created to read:
AB650,16,25
21179.76 Conversion. (1) A domestic limited partnership may convert to
22another form of business entity if it satisfies the requirements under this section and
23if the conversion is permitted under the applicable law of the jurisdiction that
24governs the organization of the business entity into which the domestic limited
25partnership is converting.
AB650,17,4
1(2) (a) A business entity other than a domestic limited partnership may convert
2to a domestic limited partnership if it satisfies the requirements under this section
3and if the conversion is permitted under the applicable law of the jurisdiction that
4governs the business entity.
AB650,17,75
(b) A business entity converting into a domestic limited partnership shall
6comply with the procedures that govern the submission and approval of a plan of
7conversion of the jurisdiction that governs the business entity.
AB650,17,8
8(3) A plan of conversion shall set forth all of the following:
AB650,17,109
(a) The name, form of business entity, and the identity of the jurisdiction
10governing the business entity that is to be converted.
AB650,17,1211
(b) The name, form of business entity, and the identity of the jurisdiction that
12will govern the business entity after conversion.
AB650,17,1313
(c) The terms and conditions of the conversion.
AB650,17,1614
(d) The manner and basis of converting the shares or other ownership interests
15of the business entity that is to be converted into the shares or other ownership
16interests of the new form of business entity.
AB650,17,1917
(e) The effective date and time of the conversion, if the conversion is to be
18effective other than at the time of filing the certificate of conversion, as provided
19under s. 179.11 (2) or otherwise.
AB650,17,2220
(f) A copy of the articles of incorporation, articles of organization, certificate of
21limited partnership, or other similar governing document of the business entity after
22conversion.
AB650,17,2423
(g) Other provisions relating to the conversion, as determined by the business
24entity.
AB650,17,25
25(4) When a conversion is effective, all of the following apply:
AB650,18,5
1(a) 1. Except with respect to taxation laws of each jurisdiction that are
2applicable upon the conversion of the business entity, the business entity that is
3converted is no longer subject to the applicable law of the jurisdiction that governed
4the organization of the prior form of business entity and is subject to the applicable
5law of the jurisdiction that governs the new form of business entity.
AB650,18,106
2. If the conversion is from or to a business entity under the laws applicable to
7which one or more of the owners thereof is liable for the debts and obligations of such
8business entity, such owner or owners shall be so liable only for debts and obligations
9accrued during the period or periods in which such laws are applicable. This
10subdivision does not affect liability under any taxation laws.
AB650,18,1211
(b) The business entity continues to have all liabilities of the business entity
12that was converted.
AB650,18,2013
(c) The business entity continues to be vested with title to all property owned
14by the business entity that was converted without reversion or impairment, provided
15that, if the converting business entity has an interest in real estate in Wisconsin on
16the date of the conversion, the converting business entity shall transfer that interest
17to the business entity surviving the conversion and shall execute any real estate
18transfer return required under s. 77.22. The business entity surviving the
19conversion shall promptly record the instrument of conveyance under s. 59.43 in the
20office of the register of deeds for each county in which the real estate is located.
AB650,18,2321
(d) The articles of incorporation, articles of organization, certificate of limited
22partnership, or other similar governing document, whichever is applicable, of the
23business entity are as provided in the plan of conversion.
AB650,18,2424
(e) All other provisions of the plan of conversion apply.
AB650,19,4
1(5) Except as provided under sub. (7), after a plan of conversion is submitted
2and approved, the business entity that is to be converted shall deliver to the
3department for filing a certificate of conversion that includes all of the following
4together with a fee of $150:
AB650,19,55
(a) The plan of conversion.
AB650,19,86
(b) A statement that the plan of conversion was approved in accordance with
7the applicable law of the jurisdiction that governs the organization of the business
8entity.
AB650,19,109
(c) The registered agent and registered office, record agent and record office,
10or other similar agent and office of the business entity before and after conversion.
AB650,19,13
11(6) Any civil, criminal, administrative, or investigatory proceeding that is
12pending by or against a business entity that is converted may be continued by or
13against the business entity after the effective date of conversion.
AB650,19,15
14(7) The department, by rule, may specify a larger fee for filing a certificate of
15conversion under sub. (5) in paper format.
AB650, s. 31
16Section
31. 179.77 of the statutes is created to read:
AB650,19,21
17179.77 Merger. (1) One or more domestic limited partnerships may merge
18with or into one or more other business entities if the merger is permitted under the
19applicable laws of the jurisdiction that governs each other business entity that is a
20party to the merger and each business entity approves the plan of merger in the
21manner required by the laws applicable to the business entity.
AB650,19,22
22(2) The plan of merger shall set forth all of the following:
AB650,20,223
(a) The name, form of business entity, and identity of the jurisdiction governing
24each business entity that is a party to the merger and the name, form of business
1entity, and identity of the jurisdiction of the surviving business entity with, or into,
2which each other business entity proposes to merge.
AB650,20,63
(b) The manner and basis of converting the interests in each business entity
4that is a party to the merger into shares, interests obligations, or other securities of
5the surviving business entity or any other business entity or into cash or other
6property in whole or in part.
AB650,20,7
7(3) The plan of merger may set forth any of the following:
AB650,20,98
(a) Amendments to the certificate of limited partnership or other similar
9governing document of the surviving business entity.
AB650,20,1010
(b) Other provisions relating to the merger.
AB650,20,16
11(4) After a merger is authorized, and at any time before the articles of merger
12are filed with the department, the planned merger may be abandoned, subject to any
13contractual rights, without further action on the part of the shareholders or other
14owners, in accordance with the procedure set forth in the plan of merger or, if none
15is set forth, in the manner determined by the governing body of any business entity
16that is a party to the merger.
AB650,20,20
17(5) After a plan of merger is approved by each business entity that is a party
18to the merger in the manner required by the laws applicable to each business entity,
19the surviving business entity shall deliver to the department the fee specified under
20sub. (5m) and articles of merger that include all of the following:
AB650,20,2121
(a) The plan of merger.
AB650,20,2422
(b) A statement that the plan was approved by each business entity that is a
23party to the merger in the manner required by the laws applicable to each business
24entity.
AB650,21,3
1(c) The effective date and time of the merger, if the merger is to take effect at
2a time other than the close of business on the date of filing the articles of merger
3under s. 179.11 (2).
AB650,21,54
(d) Other provisions relating to the merger, as determined by the surviving
5business entity.
AB650,21,7
6(5m) The fee for filing articles of merger is $150, except that the department,
7by rule, may specify a larger fee for filing articles in paper format.
AB650,21,8
8(6) A merger has the following effects:
AB650,21,119
(a) Every other business entity that is a party to the merger merges into the
10surviving business entity, and the separate existence of every business entity, except
11the surviving business entity, ceases.
AB650,21,1612
(b) If the merger is with or into a business entity under the laws applicable to
13which one or more of the owners of the business entity is liable for the debts and
14obligations of the business entity, the owner or owners are so liable only for the debts
15and obligations accrued during the period or periods in which such laws are
16applicable.
AB650,21,2417
(c) The title to all property owned by each business entity that is a party to the
18merger is vested in the surviving business entity without reversion or impairment,
19provided that, if a merging business entity has an interest in real estate in Wisconsin
20on the date of the merger, the merging business entity shall transfer that interest to
21the business entity surviving the merger and shall execute any real estate transfer
22return required under s. 77.22. The business entity surviving the merger shall
23promptly record the instrument of conveyance under s. 59.43 in the office of the
24register of deeds for each county in which the real estate is located.
AB650,22,2
1(d) The surviving business entity has all liabilities of each business entity that
2is party to the merger.
AB650,22,63
(e) A civil, criminal, administrative, or investigatory proceeding pending by or
4against any business entity that is a party to the merger may be continued as if the
5merger did not occur, or the surviving business entity may be substituted in the
6proceeding for the business entity whose existence ceased.
AB650,22,107
(f) The articles of incorporation, articles of organization, certificate of limited
8partnership, or other similar governing document, whichever is applicable, of the
9surviving business entity shall be amended to the extent provided in the plan of
10merger.
AB650,22,1611
(g) The shares or other interests of each business entity that is party to the
12merger that are to be converted into shares, interests, obligations, or other securities
13of the surviving business entity or any other business entity or into cash or other
14property are converted, and the former holders of the shares or interests are entitled
15only to the rights provided in the articles of merger or to their rights under the laws
16applicable to each business entity that is a party to the merger.
AB650,22,2117
(h) If the surviving business entity is a foreign business entity, the department
18is the agent of the surviving foreign business entity for service of process in a
19proceeding to enforce any obligation of any business entity that is a party to the
20merger or the rights of the dissenting members or other owners of each business
21entity that is a party to the merger.
AB650,23,222
(i) When a merger takes effect, any surviving foreign business entity of the
23merger shall promptly pay to the dissenting shareholders of each domestic
24corporation or dissenting owners of each other domestic business entity that is a
1party to the merger the amount, if any, to which they are entitled under ss. 180.1301
2to 180.1331 or under any law applicable to the other domestic business entity.
AB650, s. 32
3Section
32. 179.82 (intro.) of the statutes is amended to read:
AB650,23,10
4179.82 Registration. (intro.) Before transacting business in this state, a
5foreign limited partnership shall register with the department. A foreign limited
6partnership shall submit in duplicate, together with a filing fee of $75, an application
7for registration as a foreign limited partnership, signed and sworn to by a general
8partner
and setting, except that the department, by rule, may specify a larger fee for
9applications that are filed in paper format. Each application shall set forth all of the
10following:
AB650, s. 33
11Section
33. 179.82 (4) of the statutes is amended to read:
AB650,23,1812
179.82
(4) The name and address of an agent for service of process on the
13foreign limited partnership, who must be an individual resident of this state, a
14domestic corporation
, nonstock corporation, limited partnership, registered limited
15liability partnership, or limited liability company, or a foreign corporation
, nonstock
16corporation, limited partnership, registered limited liability partnership, or limited
17liability company
having a place of business and authorized to do business in this
18state
, whose business office is identical with the registered office.
AB650, s. 34
19Section
34. 179.86 (1) of the statutes is amended to read:
AB650,23,2320
179.86
(1) A foreign limited partnership may cancel its registration by filing
21with the department, together with a filing fee of $15, a certificate of cancellation
22signed and sworn to by a general partner
, except that the department, by rule, may
23specify a larger fee for certificates that are filed in paper format.
AB650,24,11
1179.88 Substituted service. Service of process on the department under this
2subchapter shall be made by serving of duplicate copies of the process on the
3department, together with the fee established under s. 182.01 (4) (c). The
4department shall mail notice of the service and a copy of the process within 10 days
5addressed to the foreign limited partnership at its office in the state of its
6organization
or its principal office, as appearing on the records of the department
7from information supplied under s. 179.82 (6). The time within which the foreign
8limited partnership may answer or move to dismiss under s. 802.06 (2) does not start
9to run until 10 days after the date of the mailing. The department shall keep a record
10of service of process under this section showing the day and hour of service and the
11date of mailing.
AB650, s. 36
12Section
36. 180.0103 (7g) of the statutes is created to read:
AB650,24,1413
180.0103
(7g) "Electronic" means relating to technology having electrical,
14digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB650, s. 37
15Section
37. 180.0103 (7k) of the statutes is created to read:
AB650,24,1816
180.0103
(7k) "Electronic signature" means an electronic sound, symbol, or
17process, attached to or logically associated with a writing and executed or adopted
18by a person with intent to authenticate the writing.
AB650, s. 38
19Section
38. 180.0103 (16) of the statutes is amended to read: