(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:
183.1200 (2) "Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a domestic limited liability company, 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, 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).
295,48
Section
48. 183.1204 (1) (cm) of the statutes is repealed.
295,49
Section
49. 183.1207 (5) (bm) of the statutes is repealed.
295,50
Section
50. 244.49 (9) of the statutes is amended to read:
244.49 (9) Join in a plan of reorganization, consolidation, conversion, interest exchange, domestication, or merger of the entity or business.
295,51
Section
51. 766.01 (9) (d) of the statutes is amended to read:
766.01 (9) (d) The property rights, as specified and described in ss. 178.21 and 178.22 178.0401 (1), 178.0501, and 178.0502, of a partner in a general partnership are "held" by the partner.
295,52
Section
52. 815.18 (13) (e) of the statutes is amended to read:
815.18 (13) (e) Partnership property exempt under s. 178.21 (3) (c), as described in ss. 178.0203 and 178.0204.
295,53
Section
53
.
Nonstatutory provisions.
(1) Using the procedure under section 227.24 of the statutes, the department of financial institutions may promulgate rules authorized under section 178.0120 (2) of the statutes, as created by this act, for the period before the effective date of a permanent rule promulgated under section 178.0120 (2) of the statutes, as created by this act, but not to exceed the period authorized under section 227.24 (1) (c) of the statutes, subject to extension under section 227.24 (2) of the statutes. Notwithstanding section 227.24 (1) (a), (2) (b), and (3) of the statutes, the department is not required to provide evidence that promulgating a rule under this subsection as an emergency rule is necessary for the preservation of the public peace, health, safety, or welfare and is not required to provide a finding of emergency for a rule promulgated under this subsection.
295,54
Section
54.
Effective dates. This act takes effect on the first day of the 4th month beginning after publication, except as follows:
(1) Section 53 (1
) of this act takes effect on the day after publication.
