AB854,186,1411 (d) The organizational documents of the domesticated entity that are to be in
12a record immediately after the domestication becomes effective, including any
13proposed amendments to the organizational documents of the domesticating entity
14that are to be in a record immediately after the domestication becomes effective.
AB854,186,16 15(2) In addition to the requirements of sub. (1), a plan of domestication may
16contain any other provision relating to the domestication and not prohibited by law.
AB854,186,19 17179.1153 Approval of domestication; amendment; abandonment. (1) (a)
18Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent
19of all of the following with respect to a domesticating Wisconsin limited partnership:
AB854,186,2020 1. All general partners.
AB854,186,2221 2. Partners owning a majority of the rights to receive distributions, whether
22as a general partner, limited partner, or both.
AB854,186,2423 (b) A plan of domestication of a non-United States domesticating entity must
24be approved pursuant to the governing law of the domesticating entity.
AB854,187,6
1(2) Subject to s. 179.1161 and the governing law of the domesticating entity,
2after a plan of domestication is approved, and at any time before a domestication
3becomes effective, except as otherwise provided in the plan of domestication, the
4domesticating entity may amend the plan of domestication or abandon the
5domestication as provided in the plan of domestication with the same vote or consent
6as was required to approve the plan of domestication.
AB854,187,14 7(3) If, after articles of domestication have been delivered to the department for
8filing and before the domestication becomes effective, the plan of domestication is
9amended in a manner that requires an amendment to the articles of domestication
10or if the domestication is abandoned, a statement of amendment or abandonment,
11signed by the domesticating entity, must be delivered to the department for filing
12before the domestication becomes effective. When a statement of abandonment
13becomes effective, the domestication is abandoned and does not become effective.
14The statement of amendment or abandonment must contain all of the following:
AB854,187,1615 (a) The name of the domesticating entity and the domesticated entity under the
16plan of domestication.
AB854,187,1717 (b) The amendment to or abandonment of the articles of domestication.
AB854,187,1918 (c) A statement that the amendment or abandonment was approved in
19accordance with this section.
AB854,187,23 20179.1154 Filings required for domestication; effective date. (1) After
21the domesticating entity has approved a plan of domestication in accordance with its
22governing law, the domesticating entity shall deliver, or cause to be delivered, to the
23department for filing articles of domestication setting forth all of the following:
AB854,187,2424 (a) The name, type of entity, and governing law of the domesticating entity.
AB854,187,2525 (b) The name, type of entity, and governing law of the domesticated entity.
AB854,188,2
1(c) A statement that a plan of domestication has been approved and adopted
2by the domesticating entity in accordance with its governing law.
AB854,188,53 (d) Any amendments to the organizational documents of the domesticating
4entity and any organizational documents of the domesticated entity that are to be in
5a public record under their respective governing laws.
AB854,188,76 (e) A statement that the plan of domestication is on file at the principal office
7of the domesticated entity.
AB854,188,98 (f) A statement that upon request the domesticated entity will provide a copy
9of the plan of domestication to any interest holder in the domesticated entity.
AB854,188,1010 (g) A statement whether s. 179.1161 applies to the domestication.
AB854,188,13 11(2) In addition to the requirements of sub. (1), the articles of domestication may
12contain any other provisions relating to the domestication, as determined by the
13domesticating entity in accordance with the plan of domestication.
AB854,188,15 14(3) A domestication takes effect at the effective date and time of the articles of
15domestication.
AB854,188,17 16179.1155 Effect of domestication. (1) When a domestication becomes
17effective, all of the following apply:
AB854,188,2118 (a) The domesticating entity becomes a domestic entity under and becomes
19subject to the governing law of the jurisdiction in which it has domesticated while
20continuing to be a domestic organization under and subject to the governing law of
21the domesticating entity.
AB854,188,2322 (am) 1. Except as provided in this paragraph, no interest holder shall have
23interest holder liability with respect to the domesticating or domesticated entity.
AB854,189,424 2. If, under the governing law of the domesticating entity, one or more of the
25interest holders thereof has interest holder liability with respect to the

1domesticating entity, such interest holder or holders shall continue to have such
2liability and any associated contribution and other rights to the extent provided in
3such governing law with respect to the debts, obligations, and other liabilities of the
4domesticating entity.
AB854,189,105 3. If, under the governing law of the domesticated entity, one or more of the
6interest holders thereof will have interest holder liability after the domestication
7with respect to the domesticated entity, such interest holder or holders will have such
8liability and associated contribution and other rights to the extent provided in such
9governing law with respect to the debts, obligations, and other liabilities of the
10domesticated entity that accrue after the domestication.
AB854,189,1111 4. This paragraph does not affect liability under any taxation laws.
AB854,189,1312 (b) The title to all property owned by the domesticating entity is vested in the
13domesticated entity without transfer, reversion, or impairment.
AB854,189,1514 (c) The domesticated entity has all debts, obligations, or other liabilities of the
15domesticating entity.
AB854,189,1916 (d) A civil, criminal, or administrative proceeding pending by or against the
17domesticating entity may be continued as if the domestication did not occur, or the
18domesticated entity may be substituted in the proceeding for the domesticating
19entity.
AB854,189,2320 (e) The organizational documents of the domesticating entity are amended to
21the extent, if any, provided in the plan of domestication and, to the extent such
22amendments are to be reflected in a public record, as provided in the articles of
23domestication.
AB854,190,3
1(f) The organizational documents of the domesticated entity are as provided in
2the plan of domestication and, to the extent such organizational documents are to be
3reflected in a public record, as provided in the articles of domestication.
AB854,190,64 (g) Except as prohibited by other law or as otherwise provided in the articles
5and plan of domestication, all of the rights, privileges, immunities, powers, and
6purposes of the domesticating entity vest in the domesticated entity.
AB854,190,10 7(2) Except as otherwise provided in the articles and plan of domestication, if
8the domesticating entity is a partnership, limited liability company, or other entity
9subject to dissolution under its governing law, the domestication does not dissolve
10the domesticating entity for the purposes of its governing law.
AB854,190,13 11(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts
12of this state to enforce any debt, obligation, or other liability owed by the
13domesticating or domesticated entity.
AB854,190,19 14179.1161 Restrictions on approval of mergers, interest exchanges,
15conversions, and domestications.
(1) This section shall apply with respect to a
16partner in connection with a merger, interest exchange, conversion, or domestication
17transaction of a domestic limited partnership if the partner does not vote for or
18consent to the transaction and the transaction would do any of the following with
19respect to the partner:
AB854,191,220 (a) Materially increase the current or potential obligations of the partner with
21respect to any constituent, surviving, acquiring, acquired, converting, converted,
22domesticating, or domesticated limited partnership, whether as a result of becoming
23subject to interest holder liability with respect to the entity as a consequence of being
24an owner of the entity, becoming subject to affirmative or negative obligations under

1the organizational documents of the entity, becoming subject to tax on the income of
2the entity, or otherwise.
AB854,191,43 (b) Treat the partner's interests in the limited partnership in a manner
4different from the interests of the same class held by any other partner.
AB854,191,14 5(2) If this section applies with respect to a partner in connection with the
6transaction, the partnership must offer to purchase the partner's interest in the
7partnership as provided in sub. (3). Actual or alleged failure to comply with this
8section shall not have any impact on, and shall not constitute any basis for any
9person to challenge, the effectiveness of the transaction, and the partner's sole
10remedy with respect to such failure shall be to commence an action under sub. (4) and
11otherwise enforce the partner's rights under this section. In order to accept the
12partnership's offer, a partner must notify the partnership within 60 days of receipt
13of the offer. Both the offer and the acceptance may be conditioned upon
14consummation of the transaction.
AB854,191,20 15(3) (a) The purchase price of the interest of the partner pursuant to this section
16is the amount that would be distributable to the partner if, on the date of the
17transaction, the assets of the partnership were sold and the partnership were wound
18up, with the sale price equal to the greater of the partnership's liquidation value or
19the value based on a sale of the partnership's entire activities and affairs as a going
20concern without the partner.
AB854,191,2421 (b) Interest accrues on the purchase price from the date of the transaction to
22the date of payment. At the option of the partnership, some or all amounts owing,
23whether or not presently due, from the partner to the partnership may be offset
24against the purchase price.
AB854,192,4
1(c) The partnership shall defend, indemnify, and hold the partner harmless
2against all liabilities of the surviving, acquiring, converted, or domesticated entity,
3as the case may be, incurred after the transaction, except liabilities incurred by an
4act of the partner.
AB854,192,95 (d) If no agreement for the purchase of the interest of the partner pursuant to
6this section is reached within 120 days of the date of the transaction, the partnership,
7or the surviving, acquiring, converted, or domesticated entity, as the case may be,
8shall pay, or cause to be paid, in money to the partner the amount it estimates to be
9the purchase price and accrued interest, reduced by any offsets under par. (b).
AB854,192,1110 (e) The payment required by par. (d) must be accompanied by all of the
11following:
AB854,192,1312 1. A statement of partnership assets and liabilities as of the date of the
13transaction.
AB854,192,1414 2. The latest available partnership balance sheet and income statement, if any.
AB854,192,1515 3. An explanation of how the estimated amount of the payment was calculated.
AB854,192,1916 4. Written notice that the payment is in full satisfaction of the obligation to
17purchase unless, not later than 120 days after the written notice, the partner
18commences an action to determine the purchase price, any offsets and accrued
19interest under par. (b), or other terms of the obligation to purchase.
AB854,193,7 20(4) The partner may maintain an action against the partnership, pursuant to
21s. 179.0111, to determine the purchase price of the partner's interest, any offsets and
22accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
23action must be commenced not later than 120 days after the partnership has made
24payment in accordance with sub. (3) (d) or within one year after written demand for
25payment if no offer is made in accordance with sub. (2). The court shall determine

1the purchase price of the partner's interest, any offset due under sub. (3) (b), and
2accrued interest, and enter judgment for any additional payment or refund. The
3court may assess reasonable attorney fees and the fees and expenses of appraisers
4or other experts for a party to the action, in amounts the court finds equitable,
5against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
6The finding may be based on the partnership's failure to make an offer or payment
7or to comply with sub. (3).
AB854,193,9 8(5) A partner does not give the consent required by sub. (1) merely by
9consenting to a provision of the written partnership agreement.
AB854,193,1010 subchapter XII
AB854,193,1111 MISCELLANEOUS PROVISIONS
AB854,193,15 12179.1201 Uniformity of application and construction. In applying and
13construing this chapter, consideration must be given to the need to promote
14uniformity of the law with respect to its subject matter among states that enact the
15uniform law.
AB854,193,21 16179.1202 Relation to Electronic Signatures in Global and National
17Commerce Act.
This chapter modifies, limits, and supersedes the Electronic
18Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
19modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize
20electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
217003
(b).
AB854,142 22Section 142. 180.0103 (3m) of the statutes is created to read:
AB854,193,2323 180.0103 (3m) “Business" includes every trade, occupation, and profession.
AB854,143 24Section 143. 180.0103 (5) of the statutes is amended to read:
AB854,194,5
1180.0103 (5) “Corporation" or “domestic corporation," except as used in sub. (9),
2means a corporation for profit that is not a foreign corporation and that is
3incorporated under or becomes subject to this chapter. “Corporation" or “domestic
4corporation" includes, to the extent provided under s. 180.1703, a corporation with
5capital stock but not organized for profit.
AB854,144 6Section 144. 180.0103 (7d) of the statutes is created to read:
AB854,194,87 180.0103 (7d) “Domestic" means, with respect to an entity, an entity whose
8governing law is the law of this state.
AB854,145 9Section 145. 180.0103 (8) of the statutes is amended to read:
AB854,194,2110 180.0103 (8) “Entity" means a person other than an individual and includes
11a domestic corporation; a foreign corporation; a limited liability company; a nonprofit
12or
nonstock corporation; a limited partnership; a partnership; a stock or nonstock
13general cooperative association; an unincorporated a limited cooperative
14association; a profit or nonprofit unincorporated association; a statutory trust; a
15business trust; a business trust or common-law business trust; an estate; a
16partnership;
a trust; 2 or more persons having a joint or common economic interest;
17a state or an agency, commission, department, authority, bureau or other
18instrumentality of a state; a governmental subdivision; the United States; and a
19foreign government
an association, joint venture, public corporation, government or
20governmental subdivision, agency, or instrumentality; or any other legal or
21commercial entity
.
AB854,146 22Section 146. 180.0103 (8r) of the statutes is created to read:
AB854,194,2423 180.0103 (8r) “Foreign" means, with respect to an entity, an entity whose
24governing law is other than the law of this state.
AB854,147 25Section 147. 180.0103 (9) of the statutes is amended to read:
AB854,195,5
1180.0103 (9) “Foreign corporation" means a corporation for profit incorporated
2under a law other than the law of this state and whose governing law is other than
3the law of this state
, except a railroad corporation, an association created solely for
4religious or charitable purposes, an insurer or motor club, a savings and loan
5association, a savings bank or a common law trust.
AB854,148 6Section 148. 180.0103 (9m) and (9r) of the statutes are created to read:
AB854,195,87 180.0103 (9m) “General cooperative association" means, with respect to a
8Wisconsin cooperative, a cooperative organized under ch. 185.
AB854,195,13 9(9r) “Governing law" means, with respect to an entity, the law of the
10jurisdiction that collectively governs its internal affairs and the liability of the
11persons associated with the entity for a debt, obligation, or other liability of the entity
12under s. 180.0105 or the corresponding applicable law with respect to entities other
13than domestic corporations.
AB854,149 14Section 149. 180.0103 (11g) and (11i) of the statutes are created to read:
AB854,195,1715 180.0103 (11g) “Jurisdiction," used to refer to a political entity, means the
16United States, a state, a foreign country, or a political subdivision of a foreign
17country.
AB854,195,19 18(11i) “Limited cooperative association" means, with respect to a Wisconsin
19cooperative, a cooperative organized under ch. 193.
AB854,150 20Section 150. 180.0103 (11m) of the statutes is amended to read:
AB854,196,221 180.0103 (11m) “Person" includes means an individual and an entity, business
22corporation, nonprofit or nonstock corporation, partnership, limited partnership,
23limited liability company, general cooperative association, limited cooperative
24association, unincorporated association, statutory trust, business trust,
25common-law business trust, estate, trust, association, joint venture, public

1corporation, government or governmental subdivision, agency, or instrumentality, or
2any other legal or commercial entity
.
AB854,151 3Section 151. 180.0103 (12g) of the statutes is created to read:
AB854,196,54 180.0103 (12g) “Property" means all property, whether real, personal, or mixed
5or tangible or intangible, or any right or interest therein.
AB854,152 6Section 152 . 180.0103 (12r) of the statutes is created to read:
AB854,196,97 180.0103 (12r) “Record," used as a noun, means information that is inscribed
8on a tangible medium or that is stored in an electronic or other medium and is
9retrievable in perceivable form.
AB854,153 10Section 153. 180.0103 (13m) of the statutes is created to read:
AB854,196,1311 180.0103 (13m) “Registered agent" means an agent of a corporation or foreign
12corporation that is authorized to receive service of any process, notice, or demand
13required or permitted by law to be served on the corporation or foreign corporation.
AB854,154 14Section 154. 180.0103 (16m) of the statutes is created to read:
AB854,196,1715 180.0103 (16m) “State" means a state of the United States, the District of
16Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession
17subject to the jurisdiction of the United States.
AB854,155 18Section 155. 180.0103 (17g) of the statutes is created to read:
AB854,196,1919 180.0103 (17g) “Transfer" includes all of the following:
AB854,196,2020 (a) An assignment.
AB854,196,2121 (b) A conveyance.
AB854,196,2222 (c) A sale.
AB854,196,2323 (d) A lease.
AB854,196,2424 (e) An encumbrance, including a mortgage or security interest.
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