AB566,158,3 2(2) A person does not do business in this state solely by being a partner of a
3foreign limited partnership that does business in this state.
AB566,158,6 4(3) This section does not apply in determining the contacts or activities that
5may subject a foreign limited partnership to service of process, taxation, or
6regulation under law of this state other than this chapter.
AB566,158,12 7179.1006 Noncomplying name of foreign limited partnership. (1) A
8foreign limited partnership whose name does not comply with s. 179.0114 may not
9register to do business in this state until it adopts, for the purpose of doing business
10in this state, a fictitious name that complies with s. 179.0114. After registering to
11do business in this state with a fictitious name, the partnership shall only do
12business in this state under the fictitious name.
AB566,158,16 13(2) If a registered foreign limited partnership changes its name to one that does
14not comply with s. 179.0114, it may not do business in this state until it complies with
15sub. (1) by amending its registration to adopt a fictitious name that complies with
16s. 179.0114.
AB566,158,23 17179.1007 Withdrawal deemed on conversion to or merger into
18domestic filing entity or domestic limited liability partnership.
A registered
19foreign limited partnership that converts to, or merges into, a domestic limited
20liability partnership or to or into a domestic entity whose formation requires the
21delivery of a record to the department for filing is deemed to have withdrawn its
22registration on the effective date of the conversion or merger, unless the registration
23is transferred to such partnership pursuant to s. 179.1009.
AB566,159,5 24179.1008 Withdrawal on dissolution or conversion to nonfiling entity
25other than limited liability partnership. (1)
(a) A registered foreign limited

1partnership that has dissolved and completed winding up or has converted to, or
2merged into, a domestic or foreign entity whose formation does not require the
3delivery of a record for filing by the department, other than a limited liability
4partnership, shall deliver a statement of withdrawal to the department for filing, as
5provided in s. 179.1011.
AB566,159,86 (b) In the case of a merger or conversion, the statement under par. (a) must also
7state the name and type of entity to which or into which the partnership has
8converted or merged and the jurisdiction of its governing law.
AB566,159,12 9(2) After a withdrawal under this section is effective, service of process in any
10action or proceeding based on a cause of action arising during the time the foreign
11limited partnership was registered to do business in this state may be made
12pursuant to s. 179.0121, as provided in s. 179.1011 (2).
AB566,159,18 13179.1009 Transfer of registration. (1) When a registered foreign limited
14partnership has merged into a foreign entity that is not registered to do business in
15this state or has converted to a foreign entity required to register with the
16department to do business in this state, the foreign entity shall deliver to the
17department for filing an application for transfer of registration. The application
18must state all of the following:
AB566,159,2019 (a) The name of the registered foreign limited partnership before the merger
20or conversion.
AB566,159,2221 (b) That before the merger or conversion the registration pertained to a foreign
22limited partnership.
AB566,159,2523 (c) The name of the applicant foreign entity into which the foreign limited
24partnership has merged or to which it has been converted and, if the name does not
25comply with s. 179.0114, a fictitious name adopted pursuant to s. 179.1006 (1).
AB566,160,2
1(d) The type of entity of the applicant foreign entity and the jurisdiction of its
2governing law.
AB566,160,63 (e) The street and mailing addresses of the principal office of the applicant
4foreign entity and, if the foreign limited partnership's governing law requires the
5entity to maintain an office in the jurisdiction of that governing law, the street and
6mailing addresses of that office.
AB566,160,87 (f) The street address of the applicant foreign entity's registered office in this
8state and the name and e-mail address of its registered agent at that address.
AB566,160,12 9(2) When an application for transfer of registration takes effect, the
10registration of the foreign limited partnership to do business in this state is
11transferred without interruption to the foreign entity into which the partnership has
12merged or to which it has been converted.
AB566,160,15 13179.10101 Grounds for termination. (1) The department may terminate
14the registration of a registered foreign limited partnership in the manner provided
15in s. 179.10102 if any of the following applies:
AB566,160,1716 (a) The foreign limited partnership fails to file its annual report with the
17department within 4 months after it is due.
AB566,160,1918 (b) The foreign limited partnership does not pay, within 4 months after they are
19due, any fees or penalties due the department under this chapter.
AB566,160,2120 (c) The foreign limited partnership is without a registered agent or registered
21office in this state for at least 6 months.
AB566,160,2522 (d) The foreign limited partnership does not inform the department under s.
23179.0118 or 179.0119 that its registered agent or registered office has changed, that
24its registered agent has resigned, or that its registered office has been discontinued,
25within 6 months of the change, resignation, or discontinuance.
AB566,161,2
1(e) The foreign limited partnership's statement of foreign registration contains
2fraudulent or materially false information.
AB566,161,63 (f) The department receives a duly authenticated certificate from the secretary
4of state or other official having custody of limited partnership records in the
5jurisdiction of the foreign limited partnership's governing law stating that it has
6been dissolved or disappeared as the result of a merger or other event.
AB566,161,77 (g) The foreign limited partnership violates s. 940.302 (2) or 948.051 (2).
AB566,161,11 8(2) If the department receives a certificate under sub. (1) (f) and a statement
9by the foreign limited partnership that the certificate is submitted to terminate its
10authority to do business in this state, the department shall terminate the foreign
11limited partnership's registration under s. 179.10102 (2) (b).
AB566,161,15 12(3) A court may terminate under s. 946.87 the registration of a foreign limited
13partnership authorized to transact business in this state. The court shall notify the
14department of the action, and the department shall terminate the foreign limited
15partnership's registration under s. 179.10102.
AB566,161,20 16179.10102 Procedure for and effect of termination. (1) If the department
17determines that one or more grounds exist under s. 179.10101 for termination of a
18foreign limited partnership's registration, the department may give the foreign
19limited partnership notice of the determination. The notice shall be in writing and
20addressed to the registered agent of the foreign limited partnership.
AB566,161,24 21(2) (a) Within 60 days after the notice under sub. (1) takes effect under s.
22179.0103 (7m), the foreign limited partnership shall, with respect to each ground for
23termination, either correct it or demonstrate to the reasonable satisfaction of the
24department that it does not exist.
AB566,162,7
1(b) If the foreign limited partnership fails to satisfy par. (a), the department
2may terminate the foreign limited partnership's registration by entering a notation
3in the department's records to reflect each ground for termination and the effective
4date of the termination. The department shall give the foreign limited partnership
5notice of each ground for termination and the effective date of the termination. The
6notice shall be in writing and addressed to the registered agent of the foreign limited
7partnership in this state.
AB566,162,108 (c) 1. The department shall reinstate the registration if the foreign limited
9partnership does all of the following within 6 months after the effective date of the
10termination:
AB566,162,1111 a. Corrects each ground for termination.
AB566,162,1312 b. Pays any fees or penalties due the department under this chapter or $5,000,
13whichever is less.
AB566,162,1614 2. A reinstatement under this paragraph shall relate back to and take effect
15as of the effective date of the termination, and the foreign limited partnership may
16resume carrying on its business as if the termination never occurred.
AB566,162,20 17(3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as
18undeliverable, the department shall again give notice to the foreign limited
19partnership. Except as provided under par. (b), the notice shall be in writing and
20addressed to the principal office of the foreign limited partnership.
AB566,162,2421 (b) If the notice under par. (a) is returned to the department as undeliverable
22or if the foreign limited partnership's principal office cannot be determined from the
23records of the department, the department shall give notice by posting the notice on
24the department's Internet site.
AB566,163,3
1(4) The authority of a foreign limited partnership to transact business in this
2state, other than as provided in s. 179.1005 (1) and (2), ends on the effective date of
3the termination of its registration.
AB566,163,9 4(5) If the department or a court terminates a foreign limited partnership's
5registration, the foreign limited partnership may be served under s. 179.0121(2) or
6(3) or the foreign limited partnership's registered agent may be served until the
7registered agent's authority is terminated, in any civil, criminal, administrative, or
8investigatory proceeding based on a cause of action which arose while the foreign
9limited partnership was authorized to do business in this state.
AB566,163,11 10(6) Termination of a foreign limited partnership's registration does not
11terminate the authority of its registered agent.
AB566,163,19 12179.10103 Appeal from termination. (1) A foreign limited partnership may
13appeal the department's termination of its registration under s. 179.10102 to the
14circuit court for the county where the foreign limited partnership's principal office
15or, if none in this state, the office of its registered agent is located, within 30 days after
16the notice of termination takes effect under s. 179.0103 (7m). The foreign limited
17partnership shall appeal by petitioning the court to set aside the termination and
18attaching to the petition copies of its registration and the department's notice of
19termination.
AB566,163,21 20(2) The court may order the department to reinstate the registration or may
21take any other action that the court considers appropriate.
AB566,163,22 22(3) The court's final decision may be appealed as in other civil proceedings.
AB566,164,2 23179.1011 Withdrawal of registration of registered foreign limited
24partnership. (1)
A registered foreign limited partnership may withdraw its

1registration by delivering a statement of withdrawal to the department for filing.
2The statement of withdrawal must state all of the following:
AB566,164,33 (a) The name of the partnership and the jurisdiction of its governing law.
AB566,164,54 (b) That the partnership is not doing business in this state and that it
5withdraws its registration to do business in this state.
AB566,164,106 (c) Whether the partnership revokes the authority of its registered agent to
7accept service on its behalf and, in any event, that it also consents to service of process
8under sub. (2) in any civil, criminal, administrative, or investigatory proceeding
9based on a cause of action arising during the time the partnership was registered to
10do business in this state.
AB566,164,1311 (d) The mailing address of its principal office or, if it has no principal office, an
12address to which service of process may be made under sub. (2), and a commitment
13to notify the department in the future of any change in such address.
AB566,164,17 14(2) After the withdrawal of the registration of a foreign limited partnership,
15service of process in any action or proceeding based on a cause of action arising
16during the time the partnership was registered to do business in this state may be
17made pursuant to s. 179.0121.
AB566,164,20 18179.1012 Action by attorney general. The attorney general may maintain
19an action to enjoin a foreign limited partnership from doing business in this state in
20violation of this subchapter.
AB566,164,2121 subchapter XI
AB566,164,23 22MERGER, INTEREST EXCHANGE,
23 CONVERSION, AND DOMESTICATION
AB566,164,24 24179.1101 Definitions. In this subchapter:
AB566,165,2
1(1) “Acquired entity" means the entity all of one or more classes or series of
2interests of which are acquired in an interest exchange.
AB566,165,4 3(2) “Acquiring entity" means the entity that acquires all of one or more classes
4or series of interests of the acquired entity in an interest exchange.
AB566,165,6 5(2m) “Constituent entity" means a merging entity or a surviving entity in a
6merger.
AB566,165,7 7(3) “Conversion" means a transaction authorized by ss. 179.1141 to 179.1145.
AB566,165,9 8(4) “Converted entity" means the converting entity as it continues in existence
9after a conversion.
AB566,165,10 10(5) “Converting entity" means an entity that engages in a conversion.
AB566,165,12 11(8) “Domesticated entity" means the domesticating entity as it continues in
12existence after a domestication.
AB566,165,14 13(9) “Domesticating entity" means either a non-United States entity or a
14Wisconsin limited partnership that engages in a domestication.
AB566,165,16 15(10) “Domestication" means a transaction authorized by ss. 179.1151 to
16179.1155.
AB566,165,17 17(16) “Interest" means any of the following:
AB566,165,1818 (a) A share in a business corporation.
AB566,165,1919 (b) A membership in a nonprofit or nonstock corporation.
AB566,165,2020 (c) A partnership interest in a general partnership.
AB566,165,2121 (d) A partnership interest in a limited partnership.
AB566,165,2222 (e) A membership interest in a limited liability company.
AB566,165,2323 (f) A membership interest or stock in a general cooperative association.
AB566,165,2424 (g) A membership interest in a limited cooperative association.
AB566,165,2525 (h) A membership in an unincorporated association.
AB566,166,2
1(i) A beneficial interest in a statutory trust, business trust, or common-law
2business trust.
AB566,166,33 (j) A comparable interest in any other type of unincorporated entity.
AB566,166,5 4(17) “Interest exchange" means a transaction authorized by ss. 179.1131 to
5179.1135.
AB566,166,6 6(18) “Interest holder" means any of the following:
AB566,166,77 (a) A shareholder of a business corporation.
AB566,166,88 (b) A member of a nonprofit or nonstock corporation.
AB566,166,99 (c) A general partner of a general partnership.
AB566,166,1010 (d) A general partner of a limited partnership.
AB566,166,1111 (e) A limited partner of a limited partnership.
AB566,166,1212 (f) A member of a limited liability company.
AB566,166,1313 (g) A member or stockholder of a general cooperative association.
AB566,166,1414 (h) A member of a limited cooperative association.
AB566,166,1515 (i) A member of an unincorporated association.
AB566,166,1716 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or
17common-law business trust.
AB566,166,1818 (k) Any other direct holder of an interest.
AB566,166,19 19(19) “Interest holder liability" means any of the following:
AB566,166,2120 (a) Personal liability for a debt, obligation, or other liability of an entity which
21is imposed on a person under any of the following circumstances:
AB566,166,2322 1. Solely by reason of the status of the person as an interest holder of the entity
23under its governing law.
AB566,167,224 2. Under the organizational documents of the entity in accordance with its
25governing law which make one or more specified interest holders or categories of

1interest holders liable in their capacity as interest holders for all or specified
2liabilities of the entity.
AB566,167,43 (b) An obligation of an interest holder of an entity under its organizational
4documents to contribute to the entity.
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