AB837,122,8
7(3) (a) Except as provided in this subsection, no interest holder shall have
8interest holder liability with respect to either the acquiring or acquired entity.
AB837,122,159
(b) If, under the governing law of either entity, one or more of the interest
10holders thereof had interest holder liability prior to the interest exchange with
11respect to the entity, such interest holder or holders shall continue to have such
12liability and any associated contribution and other rights to the extent provided in
13such governing law with respect to debts, obligations, and other liabilities of the
14entity that accrued during the period or periods in which such interest holder or
15holders had such interest holder liability.
AB837,122,2116
(c) If, under the governing law of either entity, one or more of the interest
17holders thereof will have interest holder liability after the interest exchange with
18respect to the entity, such interest holder or holders shall have such liability and any
19associated contribution and other rights to the extent provided in such governing law
20with respect to the debts, obligations, and other liabilities of the entity that accrue
21on or after the interest exchange.
AB837,122,2222
(d) This subsection does not affect liability under any taxation laws.
AB837,123,2
23(5) (a) When an interest exchange takes effect, the department is the agent of
24any foreign acquiring entity for service of process in a proceeding to enforce any
1obligation or the rights of dissenting or other owners of each domestic partnership
2that is a party to the interest exchange.
AB837,123,73
(b) When an interest exchange takes effect, any foreign acquiring entity shall
4promptly pay to any dissenting or other former owners of each acquired domestic
5partnership the amount, if any, to which they are entitled under ss. 178.1161 or
6180.1301 to 180.1331, and otherwise comply with the obligations of the acquired
7domestic partnership under its governing law.
AB837,123,12
8178.1141 Conversion authorized. (1) A domestic partnership may convert
9to another type of domestic entity, other than a domestic partnership, or to any type
10of foreign entity, pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the
11conversion is permitted under the governing law of the converting entity and the
12governing law that is to apply to the converted entity.
AB837,123,17
13(2) A foreign or domestic entity, other than a domestic partnership, may
14convert to a domestic partnership pursuant to ss. 178.1141 to 178.1145 and a plan
15of conversion if the conversion is permitted under the governing law of the converting
16entity and the converted entity will satisfy the definition of a partnership under this
17chapter immediately after the conversion.
AB837,123,19
18178.1142 Plan of conversion. (1) A plan of conversion must be in a record
19and contain all of the following:
AB837,123,2020
(a) The name, type of entity, and governing law of the converting entity.
AB837,123,2121
(b) The name, type of entity, and governing law of the converted entity.
AB837,123,2222
(c) The terms and conditions of the conversion.
AB837,123,2523
(d) The manner and basis of converting the interests in the converting entity
24into interests, securities, or obligations of the surviving entity, rights to acquire such
25interests or securities, money, other property, or any combination of the foregoing.
AB837,124,2
1(e) The organizational documents of the converted entity that are to be in a
2record immediately after the conversion becomes effective.
AB837,124,33
(f) Any other matters required by the governing law of the converting entity.
AB837,124,5
4(2) In addition to the requirements of sub. (1), a plan of conversion may contain
5any other provision relating to the conversion and not prohibited by law.
AB837,124,10
6178.1143 Approval of conversion; amendment; abandonment. (1) 7Subject to s. 178.1161, a plan of conversion must be approved by all the partners of
8a converting domestic partnership. A plan of conversion into a converted domestic
9partnership must be approved pursuant to the governing law of the converting
10entity.
AB837,124,15
11(2) Subject to s. 178.1161, after a plan of conversion is approved, and at any
12time before a conversion becomes effective, the converting entity may amend the
13plan of conversion or abandon the conversion as provided in the plan of conversion
14or, except as otherwise provided in the plan of conversion, with the same vote or
15consent as was required to approve the plan of conversion.
AB837,124,23
16(3) If, after articles of conversion have been delivered to the department for
17filing and before the conversion becomes effective, the plan of conversion is amended
18in a manner that requires an amendment to the articles of conversion or if the
19conversion is abandoned, a statement of amendment or abandonment, signed by the
20converting entity, must be delivered to the department for filing before the
21conversion becomes effective. When a statement of abandonment becomes effective,
22the conversion is abandoned and does not become effective. The statement of
23amendment or abandonment must contain all of the following:
AB837,124,2524
(a) The name of the converting entity and the converted entity under the plan
25of conversion.
AB837,125,1
1(b) The date on which the articles of conversion were filed by the department.
AB837,125,22
(c) The amendment to or abandonment of the articles of conversion.
AB837,125,43
(d) A statement that the amendment or abandonment was approved in
4accordance with this section.
AB837,125,8
5178.1144 Filings required for conversion; effective date. (1) After the
6converting entity has approved a plan of conversion in accordance with its governing
7law, the converting entity shall deliver, or cause to be delivered, to the department
8for filing articles of conversion setting forth all of the following:
AB837,125,99
(a) The name, type of entity, and governing law the converting entity.
AB837,125,1010
(b) The name, type of entity, and governing law of the converted entity.
AB837,125,1211
(c) A statement that the plan of conversion has been approved and adopted by
12the converting entity in accordance with its governing law.
AB837,125,1513
(d) Any organizational documents of the converted entity under s. 178.1142 (1)
14(e) that are to be in a public record under its governing law, including, if the converted
15entity is a domestic limited liability partnership, its statement of qualification.
AB837,125,1716
(e) A statement that the plan of conversion is on file at the principal office of
17the converted entity.
AB837,125,2018
(f) A statement that upon request the converted entity will provide a copy of
19the plan of conversion to any person that was an interest holder of the converting
20entity.
AB837,125,23
21(2) In addition to the requirements of sub. (1), the articles of conversion may
22contain any other provisions relating to the conversion, as determined by the
23converting entity in accordance with the plan of conversion.
AB837,126,2
24(3) If the converted entity is a foreign entity that will be required to register
25to do business in this state immediately after the conversion and it has not previously
1registered to do so or been assigned a registration to do so under s. 178.1009, it shall
2so register.
AB837,126,4
3(4) A conversion takes effect at the effective date and time of the articles of
4conversion.
AB837,126,6
5178.1145 Effect of conversion. (1) When a conversion becomes effective, all
6of the following apply:
AB837,126,107
(a) The converting entity continues its existence in the form of the converted
8entity and is the same entity that existed before the conversion, except that the
9converting entity is no longer subject to the governing law that applied prior to the
10conversion and is subject to the governing law of the converted entity.
AB837,126,1211
(am) 1. Except as provided in this paragraph, no interest holder shall have
12interest holder liability with respect to the converting or converted entity.
AB837,126,1913
2. If, under the governing law of the converting entity, one or more of the
14interest holders thereof had interest holder liability prior to the conversion with
15respect to the converting entity, such interest holder or holders shall continue to have
16such liability and any associated contribution and other rights to the extent provided
17in such governing law with respect to the debts, obligations, and other liabilities of
18the converting entity that accrued during the period or periods in which such interest
19holder or holders had such interest holder liability.
AB837,126,2520
3. If, under the governing law of the converted entity, one or more of the interest
21holders thereof will have interest holder liability after the conversion with respect
22to the converted entity, such interest holder or holders will have such liability and
23any associated contribution and other rights to the extent provided in such governing
24law with respect to the debts, obligations, and other liabilities of the converted entity
25that accrue after the conversion.
AB837,127,1
14. This paragraph does not affect liability under any taxation laws.
AB837,127,32
(b) The title to all property owned by the converting entity is vested in the
3converted entity without transfer, reversion, or impairment.
AB837,127,54
(c) The converted entity has all debts, obligations, and other liabilities of the
5converting entity.
AB837,127,86
(d) A civil, criminal, or administrative proceeding pending by or against the
7converting entity may be continued as if the conversion did not occur, or the
8converted entity may be substituted in the proceeding for the converting entity.
AB837,127,119
(e) The organizational documents of the converted entity are as provided in the
10plan of conversion and, to the extent such organizational documents are to be
11reflected in a public record, as provided in the articles of conversion.
AB837,127,1912
(f) The interests of the converting entity that are to be converted into interests,
13securities, or obligations of the surviving entity, rights to acquire such interests or
14securities, money, other property, or any combination of the foregoing, are converted
15as provided in the plan of conversion, and the former interest holders of the
16converting entity are entitled only to the rights provided in the plan of conversion or
17to their rights, if any, under ss. 178.1161, 179.77, 180.0301 to 180.1331, or otherwise
18under the governing law of the converting entity. All other terms and conditions of
19the conversion also take effect.
AB837,127,2220
(g) Except as prohibited by other law or as otherwise provided in the articles
21and plan of conversion, all of the rights, privileges, immunities, powers, and
22purposes of the converting entity vest in the converted entity.
AB837,128,223
(h) Except as otherwise provided in the articles and plan of conversion, if the
24converting entity is a partnership, limited liability company, or other entity subject
1to dissolution under its governing law, the conversion does not dissolve the
2converting entity for the purposes of its governing law.
AB837,128,6
3(2) (a) When a conversion takes effect, the department is the agent of any
4foreign converted entity for service of process in a proceeding to enforce any
5obligation or the rights of dissenting shareholders or other interest holders of any
6domestic converting entity.
AB837,128,107
(b) When a conversion takes effect, any foreign converted entity shall promptly
8pay to the dissenting or dissociating interest holders of any domestic converting
9entity the amount, if any, to which they are entitled under s. 178.1161 or ss.180.1301
10to 180.1331 or the corresponding provisions of the entity's other governing law.
AB837,128,18
11178.1151 Domestication authorized. A domestic partnership may
12domesticate as a non-United States entity subject to non-United States governing
13law while continuing to be a domestic partnership, and a non-United States entity
14may domesticate as a domestic partnership subject to this chapter while continuing
15to be an entity subject to its non-United States governing law pursuant to ss.
16178.1151 to 178.1155 and a plan of domestication, if the domestication is permitted
17under the governing law of the domesticating entity and permitted under the
18governing law of the domesticated entity.
AB837,128,20
19178.1152 Plan of domestication. (1) A plan of domestication must be in a
20record and contain all of the following:
AB837,128,2121
(a) The name, type of entity, and governing law of the domesticating entity.
AB837,128,2222
(b) The name, type of entity, and governing law of the domesticated entity.
AB837,128,2323
(c) The terms and conditions of the domestication.
AB837,129,224
(d) The organizational documents of the domesticated entity that are to be in
25a record immediately after the domestication becomes effective, including any
1proposed amendments to the organizational documents of the domesticating entity
2that are to be in a record immediately after the domestication becomes effective.
AB837,129,4
3(2) In addition to the requirements of sub. (1), a plan of domestication may
4contain any other provision relating to the domestication and not prohibited by law.
AB837,129,9
5178.1153 Approval of domestication; amendment; abandonment. (1) 6Subject to s. 178.1161, a plan of domestication must be approved by all the partners
7of a domesticating Wisconsin partnership. A plan of domestication of a
8domesticating non-United States entity must be approved pursuant to the
9governing law of the domesticating entity.
AB837,129,14
10(2) Subject to s. 178.1161, after a plan of domestication is approved, and at any
11time before a domestication becomes effective, the domesticating entity may amend
12the plan of domestication or abandon the domestication as provided in the plan of
13domestication or, except as otherwise provided in the plan of domestication, with the
14same vote or consent as was required to approve the plan of domestication.
AB837,129,22
15(3) If, after articles of domestication have been delivered to the department for
16filing and before the domestication becomes effective, the plan of domestication is
17amended in a manner that requires an amendment to the articles of domestication
18or if the domestication is abandoned, a statement of amendment or abandonment,
19signed by the domesticating entity, must be delivered to the department for filing
20before the domestication becomes effective. When a statement of abandonment
21becomes effective, the domestication is abandoned and does not become effective.
22The statement of amendment or abandonment must contain all of the following:
AB837,129,2423
(a) The name of the domesticating entity and the domesticated entity under the
24plan of domestication.
AB837,130,2
1(b) The date on which the articles of domestication were filed by the
2department.
AB837,130,33
(c) The amendment to or abandonment of the articles of domestication.
AB837,130,54
(d) A statement that the amendment or abandonment was approved in
5accordance with this section.
AB837,130,9
6178.1154 Filings required for domestication; effective date. (1) After
7the domesticating entity has approved a plan of domestication in accordance with its
8governing law, the domesticating entity shall deliver, or cause to be delivered, to the
9department for filing articles of domestication setting forth all of the following:
AB837,130,1010
(a) The name, type of entity, and governing law of the domesticating entity.
AB837,130,1111
(b) The name, type of entity, and governing law of the domesticated entity.
AB837,130,1312
(c) A statement that a plan of domestication has been approved and adopted
13by the domesticating entity in accordance with its governing law.
AB837,130,1714
(d) Any amendments to the organizational documents of the domesticating
15entity and any organizational documents of the domesticated entity under s.
16178.1152 (1) (d) that are to be in a public record under their respective governing
17laws.
AB837,130,1918
(e) A statement that the plan of domestication is on file at the principal office
19of the domesticated entity.
AB837,130,2220
(f) A statement that upon request the domesticated entity will provide a copy
21of the plan of domestication to any person that was an interest holder in the
22domesticating entity at the time of the domestication.
AB837,130,25
23(2) In addition to the requirements of sub. (1), the articles of domestication may
24contain any other provisions relating to the domestication, as determined by the
25domesticating entity in accordance with the plan of domestication.
AB837,131,2
1(3) A domestication takes effect at the effective date and time of the articles of
2domestication.
AB837,131,4
3178.1155 Effect of domestication. (1) When a domestication becomes
4effective, all of the following apply:
AB837,131,85
(a) The domesticating entity becomes a domestic entity under and becomes
6subject to the governing law of the jurisdiction in which it has domesticated while
7continuing to be a domestic organization under and subject to the governing law of
8the domesticating entity.
AB837,131,109
(am) 1. Except as provided in this paragraph, no interest holder shall have
10interest holder liability with respect to the domesticating or domesticated entity.
AB837,131,1611
2. If, under the governing law of the domesticating entity, one or more of the
12interest holders thereof has interest holder liability with respect to the
13domesticating entity, such interest holder or holders shall continue to have such
14liability and any associated contribution and other rights to the extent provided in
15such governing law with respect to the debts, obligations, and other liabilities of the
16domesticating entity.
AB837,131,2217
3. If, under the governing law of the domesticated entity, one or more of the
18interest holders thereof will have interest holder liability after the domestication
19with respect to the domesticated entity, such interest holder or holders will have such
20liability and associated contribution and other rights to the extent provided in such
21governing law with respect to the debts, obligations, and other liabilities of the
22domesticated entity that accrue after the domestication.
AB837,131,2323
4. This paragraph does not affect liability under any taxation laws.
AB837,131,2524
(b) The title to all property owned by the domesticating entity is vested in the
25domesticated entity without transfer, reversion, or impairment.
AB837,132,2
1(c) The domesticated entity has all debts, obligations, or other liabilities of the
2domesticating entity.
AB837,132,63
(d) A civil, criminal, or administrative proceeding pending by or against the
4domesticating entity may be continued as if the domestication did not occur, or the
5domesticated entity may be substituted in the proceeding for the domesticating
6entity.
AB837,132,107
(e) The non-United States organizational documents of the domesticated
8entity are amended to the extent, if any, provided in the plan of domestication and,
9to the extent such amendments are to be reflected in a public record, as provided in
10the articles of domestication.
AB837,132,1411
(f) The United States organizational documents of the domesticated entity are
12as provided in the plan of domestication and, to the extent such organizational
13documents are to be reflected in a public record, as provided in the articles of
14domestication.
AB837,132,1715
(g) Except as prohibited by other law or as otherwise provided in the articles
16and plan of domestication, all of the rights, privileges, immunities, powers, and
17purposes of the domesticating entity vest in the domesticated entity.
AB837,132,21
18(2) Except as otherwise provided in the articles and plan of domestication, if
19the domesticating entity is a partnership, limited liability company, or other entity
20subject to dissolution under its governing law, the domestication does not dissolve
21the domesticating entity for the purposes of its governing law.
AB837,132,24
22(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts
23of this state to enforce any debt, obligation, or other liability owed by the
24domesticating or domesticated entity.
AB837,133,4
1178.1161 Restrictions on approval of mergers, interest exchanges,
2conversions and domestications. (1) Except as provided in sub. (2), a merger,
3interest exchange, conversion, or domestication of a domestic partnership may not
4do any of the following with respect to a partner:
AB837,133,115
(a) Materially increase the current or potential obligations of the partner in the
6constituent, acquiring, acquired, converting, or domesticating partnership, whether
7as a result of becoming subject to interest holder liability with respect to the
8obligations of the surviving, acquiring, converted, or domesticated entity as a
9consequence of being an owner of the entity, becoming subject to affirmative or
10negative obligations under the organizational documents of the entity, becoming
11subject to tax on the income of the entity, or otherwise.
AB837,133,1312
(b) Treat the partner's interests in the partnership in a manner different from
13the interests of the same class held by any other partner.
AB837,133,15
14(2) Subsection (1) shall not apply with respect to a partner if any of the
15following is applicable: