2015 Wisconsin Act 295

(d) A statement that the amendment or abandonment was approved in accordance with this section.

178.1154 Filings required for domestication; effective date. (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following:

(a) The name, type of entity, and governing law of the domesticating entity.

(b) The name, type of entity, and governing law of the domesticated entity.

(c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

(d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 178.1152 (1) (d) that are to be in a public record under their respective governing laws.

(e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

(f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.

(2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.

(3) A domestication takes effect at the effective date and time of the articles of domestication.

178.1155 Effect of domestication. (1) When a domestication becomes effective, all of the following apply:

(a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity.

(am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating 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 domesticating entity.

3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

4. This paragraph does not affect liability under any taxation laws.

(b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

(c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

(d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

(e) The non-United States organizational documents of the domesticated entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

(f) The United States organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

(g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

(2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

178.1161 Restrictions on approval of mergers, interest exchanges, conversions and domestications. (1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic partnership may not do any of the following with respect to a partner:

(a) Materially increase the current or potential obligations of the partner in the constituent, acquiring, acquired, converting, or domesticating partnership, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.

(b) Treat the partner's interests in the partnership in a manner different from the interests of the same class held by any other partner.

(2) Subsection (1) shall not apply with respect to a partner if any of the following is applicable:

(a) The partner consents to the merger, interest exchange, conversion, or domestication.

(b) The partnership offers to have the partner's interest in the partnership purchased, prior to the merger, interest exchange, conversion, or domestication, in the manner provided in s. 178.0701 for a partner who has not wrongfully dissociated, without taking into account any modification of this provision under the partnership agreement.

subchapter xii

miscellaneous provisions

178.1201 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.

178.1202 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

295,19 Section 19. 179.04 (1) (b) of the statutes is renumbered 179.04 (1) (b) (intro.) and amended to read:

179.04 (1) (b) (intro.) An agent for service of process on the limited partnership, which agent must be an any of the following:

1. An individual resident of this state, a .

2. A domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership that has in effect a statement of qualification under s. 178.0901, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.

295,20 Section 20. 179.065 (2) of the statutes is amended to read:

179.065 (2) Section 178.07 (2) to (5) 178.0302 (1) (b) and (c) governs the authority of a general partner to transfer real property if the property is not in the name of the limited partnership or if the conveyance is not executed in the name of the limited partnership.

295,21 Section 21. 179.10 of the statutes is renumbered 179.10 (1).

295,22 Section 22. 179.10 (2) of the statutes is created to read:

179.10 (2) Except when inconsistent with the provisions of this chapter, the provisions of ch. 178 also apply to a limited partnership.

295,23 Section 23. 179.70 (2) and (3) of the statutes are amended to read:

179.70 (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 partnership, as defined in s. 178.0102 (11), 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 partnership, as defined in s. 178.0102 (6), 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).

295,24 Section 24. 179.76 (5) (bm) of the statutes is repealed.

295,25 Section 25. 179.76 (5m) of the statutes is repealed.

295,26 Section 26. 179.77 (5) (bm) of the statutes is repealed.

295,27 Section 27. 179.77 (5r) of the statutes is repealed.

295,28 Section 28. 179.82 (4) of the statutes is renumbered 179.82 (4) (intro.) and amended to read:

179.82 (4) (intro.) The name and address of an agent for service of process on the foreign limited partnership, who must be an any of the following:

(a) An individual resident of this state, a .

(b) A domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership that has in effect a statement of qualification under s. 178.0901, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.

295,29 Section 29. 180.0121 (1) (a) 4. of the statutes is amended to read:

180.0121 (1) (a) 4. An application for a certificate of conversion under s. 180.1161 (5). The form prescribed under this subdivision 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.

295,30 Section 30. 180.0121 (2) of the statutes is amended to read:

180.0121 (2) The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory. If the department prescribes a form for articles of merger under s. 180.1105, 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.

295,31 Section 31. 180.0501 (2) of the statutes is amended to read:

180.0501 (2) A domestic corporation, a nonstock corporation, a limited partnership, a registered limited liability partnership, or a limited liability company, incorporated, registered, or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

295,32 Section 32. 180.1100 (2) and (3) of the statutes are amended to read:

180.1100 (2) "Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), 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 partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

295,33 Section 33. 180.1161 (5) (bm) of the statutes is repealed.

295,34 Section 34. 180.1507 (2) of the statutes is amended to read:

180.1507 (2) A domestic corporation, a nonstock corporation, a limited partnership, a registered limited liability partnership, or a limited liability company, incorporated, registered, or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

295,35 Section 35. 181.0121 (1) (a) 4. of the statutes is amended to read:

181.0121 (1) (a) 4. An application for a certificate of conversion under s. 181.1161 (5). The form prescribed under this subdivision 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.

295,36 Section 36. 181.0121 (2) of the statutes is amended to read:

181.0121 (2) Permissive forms. The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory. If the department prescribes a form for articles of merger under s. 181.1105, 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.

295,37 Section 37. 181.0501 (2) of the statutes is amended to read:

181.0501 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

295,38 Section 38. 181.1100 (2) and (3) of the statutes are amended to read:

181.1100 (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 partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), 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 partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

295,39 Section 39. 181.1105 (1m) of the statutes is repealed.

295,40 Section 40. 181.1161 (5) (bm) of the statutes is repealed.

295,41 Section 41. 181.1507 (2) of the statutes is amended to read:

181.1507 (2) Domestic entities. A domestic corporation, stock corporation, limited partnership, registered limited liability partnership, or limited liability company, incorporated, registered, or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

295,42 Section 42. 182.01 (3) (intro.) of the statutes is amended to read:

182.01 (3) (intro.) Name of drafter on documents. No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185, 187, or 193; no registration statement, amendment of a registration statement, or written notice of withdrawal statement of qualification or amendment or cancellation of a statement of qualification under s. 178.40 178.0901 or articles of merger, interest exchange, conversion, or domestication under ch. 178; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: "This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:

295,43 Section 43. 182.01 (7) of the statutes is repealed.

295,44 Section 44. 183.0105 (1) (b) of the statutes is amended to read:

183.0105 (1) (b) A domestic corporation, limited liability company, limited partnership, registered limited liability partnership, or corporation organized or registered in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

295,45 Section 45. 183.0109 (1) (a) 5. of the statutes is amended to read:

183.0109 (1) (a) 5. An application for a certificate of conversion under s. 183.1207 (5). The form prescribed under this subdivision 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.

295,46 Section 46. 183.0109 (2) of the statutes is amended to read:

183.0109 (2) The department may prescribe, and furnish on request, forms for other documents required or permitted to be filed by this chapter, but use of these forms is not mandatory. If the department prescribes a form for articles of merger under s. 183.1204, 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.

295,47 Section 47. 183.1200 (2) and (3) of the statutes are amended to read: