SB657: Bill Text

SB657,115,13 2. If the surviving entity is to be created in the merger, any of its organizational documents under s. 178.1122 (1) (e) that are to be in a public record under its governing law, including, if the surviving entity is a domestic limited liability partnership, its statement of qualification.

SB657,115,15 (e) A statement that the plan of merger is on file at the principal office of the surviving entity.

SB657,115,17 (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity.

SB657,115,20 (2) In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.

SB657,115,24 (3) If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so or been assigned a registration to do so under s. 178.1009, it shall so register.

SB657,115,25 (4) A merger takes effect at the effective date and time of the articles of merger.

SB657,116,2 178.1125 Effect of merger. (1) When a merger becomes effective, all of the following apply:

SB657,116,5 (a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases.

SB657,116,7 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to any of the constituent entities.

SB657,116,14 2. If, under the governing law of a constituent entity, one or more of the interest holders thereof had interest holder liability prior to the merger with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution or other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

SB657,116,20 3. If, under the governing law of the surviving entity, one or more of the interest holders thereof will have interest holder liability after the merger with respect to the surviving entity, such interest holder or holders will 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 surviving entity that accrue on or after the merger.

SB657,116,21 4. This paragraph does not affect liability under any taxation laws.

SB657,116,23 (b) The title to all property owned by each constituent entity is vested in the surviving entity without transfer, reversion, or impairment.

SB657,116,25 (c) The surviving entity has all debts, obligations, and other liabilities of each constituent entity.

SB657,117,4 (d) A civil, criminal, or administrative proceeding pending by or against any constituent entity may be continued as if the merger did not occur, or the surviving entity may be substituted in the proceeding for a constituent entity whose existence ceased.

SB657,117,8 (e) 1. If the surviving entity preexists the merger, its organizational documents are amended to the extent, if any, provided in the plan of merger and, to the extent such amendments are to be reflected in a public record, as provided in the articles of merger.

SB657,117,11 2. If the surviving entity is created in the merger, its organizational documents are as provided in the plan of merger and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of merger.

SB657,117,19 (f) The interests of each constituent entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under ss. 178.1161, 179.77, 180.1301 to 180.1331, or otherwise under the governing law of the constituent entity. All other terms and conditions of the merger also take effect.

SB657,117,22 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of merger, all of the rights, privileges, immunities, powers, and purposes of each constituent entity vest in the surviving entity.

SB657,118,2 (h) Except as otherwise provided in the articles and plan of merger, if a merging entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the merger does not dissolve the merging entity for the purposes of its governing law.

SB657,118,6 (2) (a) When a merger takes effect, the department is the agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other interest holders of each domestic constituent entity.

SB657,118,10 (b) When a merger takes effect, any foreign surviving entity shall promptly pay to the dissenting or dissociating interest holders of each domestic constituent entity the amount, if any, to which they are entitled under ss. 178.1161, 179.77, or 180.1301 to 180.1331 or the corresponding provisions of the entity's other governing law.

SB657,118,15 178.1131 Interest exchange authorized. (1) A domestic partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 178.1131 to 178.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the partnership and the acquired entity.

SB657,118,19 (2) All of one or more classes or series of interests of a domestic partnership may be acquired by another domestic or foreign entity pursuant to ss. 178.1131 to 178.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the partnership.

SB657,118,21 178.1132 Plan of interest exchange. (1) A plan of interest exchange must be in a record and contain all of the following:

SB657,118,23 (a) As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law.

SB657,118,24 (b) The terms and conditions of the interest exchange.

SB657,119,3 (c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

SB657,119,6 (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.

SB657,119,8 (e) Any other matters required under the governing law of the acquired or acquiring entity.

SB657,119,11 (2) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.

SB657,119,15 178.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 178.1161, a plan of interest exchange must be approved by a vote or consent of all the partners of each domestic partnership that is an acquiring or acquired entity.

SB657,119,21 (2) Subject to s. 178.1161, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange.

SB657,120,5 (3) If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB657,120,6 (a) The name of the acquiring and acquired entities.

SB657,120,8 (b) The date on which the articles of interest exchange were filed by the department.

SB657,120,9 (c) The amendment to or abandonment of the articles of interest exchange.

SB657,120,11 (d) A statement that the amendment or abandonment was approved in accordance with this section.

SB657,120,14 (4) In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic partnership in accordance with any requirements of its governing law.

SB657,120,19 178.1134 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following:

SB657,120,20 (a) The name, type of entity, and governing law of the acquired entity.

SB657,120,21 (b) The name, type of entity, and governing law of the acquiring entity.

SB657,120,23 (c) A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.

SB657,121,2 (d) Any amendments to the organizational documents of the acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.

SB657,121,4 (e) A statement that the plan of interest exchange is on file at the principal office of the acquiring entity.

SB657,121,7 (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any person that was an interest holder of the acquired entity immediately prior to the interest exchange.

SB657,121,10 (2) In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange.

SB657,121,12 (3) An interest exchange takes effect at the effective date and time of the articles of interest exchange.

SB657,121,14 178.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply:

SB657,121,20 (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.77, 180.1301 to 180.1331, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

SB657,121,22 (b) The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange.

SB657,122,2 (c) The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such amendments are to be reflected in a public record, as provided in the articles of interest exchange.

SB657,122,6 (2) Except as otherwise provided in the articles and plan of interest exchange, if the acquired entity is a domestic or foreign partnership, limited liability company, or other organization subject to dissolution under its governing law, the interest exchange does not dissolve the acquired entity.

SB657,122,8 (3) (a) Except as provided in this subsection, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity.

SB657,122,15 (b) If, under the governing law of either entity, one or more of the interest holders thereof had interest holder liability prior to the interest exchange with respect to the 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 debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

SB657,122,21 (c) If, under the governing law of either entity, one or more of the interest holders thereof will have interest holder liability after the interest exchange with respect to the entity, such interest holder or holders shall 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 entity that accrue on or after the interest exchange.

SB657,122,22 (d) This subsection does not affect liability under any taxation laws.

SB657,123,2 (5) (a) When an interest exchange takes effect, the department is the agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of dissenting or other owners of each domestic partnership that is a party to the interest exchange.

SB657,123,7 (b) When an interest exchange takes effect, any foreign acquiring entity shall promptly pay to any dissenting or other former owners of each acquired domestic partnership the amount, if any, to which they are entitled under ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of the acquired domestic partnership under its governing law.

SB657,123,12 178.1141 Conversion authorized. (1) A domestic partnership may convert to another type of domestic entity, other than a domestic partnership, or to any type of foreign entity, pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

SB657,123,17 (2) A foreign or domestic entity, other than a domestic partnership, may convert to a domestic partnership pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a partnership under this chapter immediately after the conversion.

SB657,123,19 178.1142 Plan of conversion. (1) A plan of conversion must be in a record and contain all of the following:

SB657,123,20 (a) The name, type of entity, and governing law of the converting entity.

SB657,123,21 (b) The name, type of entity, and governing law of the converted entity.

SB657,123,22 (c) The terms and conditions of the conversion.

SB657,123,25 (d) The manner and basis of converting the interests in the converting entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

SB657,124,2 (e) The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.

SB657,124,3 (f) Any other matters required by the governing law of the converting entity.

SB657,124,5 (2) In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.

SB657,124,10 178.1143 Approval of conversion; amendment; abandonment. (1) Subject to s. 178.1161, a plan of conversion must be approved by all the partners of a converting domestic partnership. A plan of conversion into a converted domestic partnership must be approved pursuant to the governing law of the converting entity.

SB657,124,15 (2) Subject to s. 178.1161, after a plan of conversion is approved, and at any time before a conversion becomes effective, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.

SB657,124,23 (3) If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB657,124,25 (a) The name of the converting entity and the converted entity under the plan of conversion.

SB657,125,1 (b) The date on which the articles of conversion were filed by the department.

SB657,125,2 (c) The amendment to or abandonment of the articles of conversion.

SB657,125,4 (d) A statement that the amendment or abandonment was approved in accordance with this section.

SB657,125,8 178.1144 Filings required for conversion; effective date. (1) After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following:

SB657,125,9 (a) The name, type of entity, and governing law the converting entity.

SB657,125,10 (b) The name, type of entity, and governing law of the converted entity.

SB657,125,12 (c) A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law.

SB657,125,15 (d) Any organizational documents of the converted entity under s. 178.1142 (1) (e) that are to be in a public record under its governing law, including, if the converted entity is a domestic limited liability partnership, its statement of qualification.

SB657,125,17 (e) A statement that the plan of conversion is on file at the principal office of the converted entity.

SB657,125,20 (f) A statement that upon request the converted entity will provide a copy of the plan of conversion to any person that was an interest holder of the converting entity.

SB657,125,23 (2) In addition to the requirements of sub. (1), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.

SB657,126,2 (3) If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so or been assigned a registration to do so under s. 178.1009, it shall so register.

SB657,126,4 (4) A conversion takes effect at the effective date and time of the articles of conversion.

SB657,126,6 178.1145 Effect of conversion. (1) When a conversion becomes effective, all of the following apply:

SB657,126,10 (a) The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity is no longer subject to the governing law that applied prior to the conversion and is subject to the governing law of the converted entity.

SB657,126,12 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the converting or converted entity.