AB566,77 11Section 77 . 178.0905 (2) of the statutes is amended to read:
AB566,44,1912 178.0905 (2) The partnership may appeal the denial of reinstatement to the
13circuit court for the county where the partnership's principal office or, if none in this
14state, its registered office is located, within 30 days after service of the notice of denial
15is perfected effective under s. 178.0103 (6). To appeal, the partnership shall petition
16the court to set aside the revocation and attach to the petition copies of the
17department's notice of revocation under s. 178.09032 (2) (b), the partnership's
18application for reinstatement under s. 178.0904 (1), and the department's notice of
19denial under sub. (1).
AB566,78 20Section 78 . 178.0908 (2) of the statutes is amended to read:
AB566,44,2321 178.0908 (2) A registered agent for a limited liability partnership or registered
22foreign limited liability partnership must have an e-mail account and a place of
23business in this state.
AB566,79 24Section 79 . 178.0911 (1) (intro.) of the statutes is amended to read:
AB566,45,9
1178.0911 (1) (intro.) If the name or e-mail address of a registered agent
2changes or if the street address of a registered agent's office changes, the registered
3agent may change the name or e-mail address of the registered agent or street
4address of the registered office of any limited liability partnership or foreign limited
5liability partnership for which he, she, or it is the registered agent. To make the
6change under this subsection, the registered agent shall notify the partnership or
7foreign partnership in writing of the change and deliver to the department for filing
8a statement of change that recites that the partnership or foreign partnership has
9been notified of the change and states all of the following:
AB566,80 10Section 80 . 178.0911 (1) (b) of the statutes is amended to read:
AB566,45,1311 178.0911 (1) (b) The name, e-mail address, and street address of the agent as
12currently shown in the records of the department for the partnership or foreign
13partnership.
AB566,81 14Section 81 . 178.0911 (1) (c) of the statutes is amended to read:
AB566,45,1615 178.0911 (1) (c) The Any new name, new e-mail address, or new street address,
16or both,
of the agent.
AB566,82 17Section 82 . 178.0912 (1) of the statutes is amended to read:
AB566,45,2318 178.0912 (1) A limited liability partnership or registered foreign limited
19liability partnership may be served with any process, notice, or demand required or
20permitted by law by serving its registered agent. The department may serve any
21written notice required or authorized under this chapter by e-mailing it to the
22registered agent's e-mail address on file with the department, and such notice shall
23be effective as provided in s. 178.0103 (6).
AB566,83 24Section 83 . 178.0913 (1) (b) of the statutes is amended to read:
AB566,46,2
1178.0913 (1) (b) The street address of its registered office in this state and the
2name and e-mail address of its registered agent at that office.
AB566,84 3Section 84 . 178.1003 (5) of the statutes is amended to read:
AB566,46,54 178.1003 (5) The address of the partnership's registered office in this state and
5the name and e-mail address of its registered agent at that office.
AB566,85 6Section 85 . 178.1004 (intro.) of the statutes is amended to read:
AB566,46,10 7178.1004 Amendment or cancellation of foreign registration
8statement.
(intro.) A registered foreign limited liability partnership shall deliver
9to the department for filing an amendment to, or cancellation of, as appropriate, its
10foreign registration statement if there is a change in any of the following:
AB566,86 11Section 86 . 178.1004 (1) of the statutes is amended to read:
AB566,46,1412 178.1004 (1) The name of the partnership and, if the name of the partnership
13filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted
14pursuant to s. 178.1006 (1)
.
AB566,87 15Section 87 . 178.1004 (4) of the statutes is amended to read:
AB566,46,1816 178.1004 (4) The information required by s. 178.1003 (5), unless such
17information has previously been changed pursuant to s. 178.0116, 178.0909, or
18178.0913 (5).
AB566,88 19Section 88 . 178.1006 (1) of the statutes is amended to read:
AB566,46,2420 178.1006 (1) A foreign limited liability partnership whose name does not
21comply with s. 178.0902 (3) may not register to do business in this state until it
22adopts, for the purpose of doing business in this state, a fictitious name that complies
23with s. 178.0902 (3). After registering to do business in this state with a fictitious
24name, the partnership shall only do business in this state under the fictitious name.
AB566,89 25Section 89 . 178.1006 (2) of the statutes is amended to read:
AB566,47,4
1178.1006 (2) If a registered foreign limited liability partnership changes its
2name to one that does not comply with s. 178.0902 (3), it may not do business in this
3state until it complies with sub. (1) by amending its registration to adopt a fictitious
4name that complies with s. 178.0902 (3).
AB566,90 5Section 90 . 178.1009 (1) (c) of the statutes is amended to read:
AB566,47,96 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign
7limited liability partnership has merged or to which it has been converted and, if the
8name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s.
9178.1006 (1).
AB566,91 10Section 91 . 178.1009 (1) (f) of the statutes is amended to read:
AB566,47,1311 178.1009 (1) (f) The street address of the applicant foreign entity's registered
12office in this state and the name and e-mail address of its registered agent at that
13address.
AB566,92 14Section 92 . 178.10101 (1) (d) of the statutes is amended to read:
AB566,47,1915 178.10101 (1) (d) The foreign limited liability partnership does not inform the
16department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or
17registered office has changed, that its registered agent has resigned, or that its
18registered office has been discontinued, within 6 months of the change, resignation,
19or discontinuance.
AB566,93 20Section 93 . 178.10102 (1) of the statutes is amended to read:
AB566,47,2521 178.10102 (1) If the department determines that one or more grounds exist
22under s. 178.10101 for revocation of a foreign limited liability partnership's
23statement of foreign registration, the department may give the foreign limited
24liability partnership notice of the determination. The notice shall be in writing and
25addressed to the registered office agent of the foreign limited liability partnership.
AB566,94
1Section 94. 178.10102 (2) (b) of the statutes is amended to read:
AB566,48,82 178.10102 (2) (b) If the foreign limited liability partnership fails to satisfy par.
3(a), the department may revoke the foreign limited liability partnership's statement
4of foreign registration by entering a notation in the department's records to reflect
5each ground for revocation and the effective date of the revocation. The department
6shall give the foreign limited liability partnership notice of each ground for
7revocation and the effective date of the revocation. The notice shall be in writing and
8addressed to the registered office agent of the foreign limited liability partnership.
AB566,95 9Section 95 . 178.1011 (1) (c) of the statutes is amended to read:
AB566,48,1410 178.1011 (1) (c) That Whether the partnership revokes the authority of its
11registered agent to accept service on its behalf and, in any event, that it also consents
12to service of process under sub. (2) in any civil, criminal, administrative, or
13investigatory proceeding based on a cause of action arising during the time the
14partnership was registered to do business in this state.
AB566,96 15Section 96 . 178.1101 (16) (b) of the statutes is amended to read:
AB566,48,1616 178.1101 (16) (b) A membership in a nonprofit or nonstock corporation.
AB566,97 17Section 97 . 178.1101 (16) (h) of the statutes is amended to read:
AB566,48,1818 178.1101 (16) (h) A membership in an unincorporated nonprofit association.
AB566,98 19Section 98 . 178.1101 (18) (b) of the statutes is amended to read:
AB566,48,2020 178.1101 (18) (b) A member of a nonprofit or nonstock corporation.
AB566,99 21Section 99 . 178.1101 (18) (i) of the statutes is amended to read:
AB566,48,2222 178.1101 (18) (i) A member of an unincorporated nonprofit association.
AB566,100 23Section 100 . 178.1102 (2) of the statutes is amended to read:
AB566,49,324 178.1102 (2) A transaction effected under this chapter subchapter may not
25create or impair a right, duty, or obligation of a person under the law of this state,

1other than this subchapter, relating to a change in control, takeover, business
2combination, control-share acquisition, or similar transaction involving a domestic
3constituent, acquired, or converting entity.
AB566,101 4Section 101 . 178.1123 (2) of the statutes is amended to read:
AB566,49,105 178.1123 (2) Subject to s. 178.1161 and the governing law of each constituent
6entity
, after a plan of merger is approved, and at any time before a merger becomes
7effective, except as otherwise provided in the plan of merger, the constituent entities
8may amend the plan of merger or abandon the merger as provided in the plan of
9merger or, except as otherwise provided in the plan of merger, with the same vote or
10consent as was required to approve the plan of merger.
AB566,102 11Section 102 . 178.1123 (3) (b) of the statutes is repealed.
AB566,103 12Section 103 . 178.1124 (1) (d) 2. of the statutes is amended to read:
AB566,49,1613 178.1124 (1) (d) 2. If the surviving entity is to be created in the merger, any of
14its organizational documents under s. 178.1122 (1) (e) that are to be in a public record
15under its governing law, including, if the surviving entity is a domestic limited
16liability partnership, its statement of qualification
.
AB566,104 17Section 104 . 178.1124 (1) (f) of the statutes is amended to read:
AB566,49,2018 178.1124 (1) (f) A statement that upon request the surviving entity will provide
19a copy of the plan of merger to any person that was an interest holder of a constituent
20entity.
AB566,105 21Section 105 . 178.1124 (1) (g) of the statutes is created to read:
AB566,49,2222 178.1124 (1) (g) A statement whether s. 178.1161 applies to the merger.
AB566,106 23Section 106 . 178.1125 (1) (f) of the statutes is amended to read:
AB566,50,624 178.1125 (1) (f) The interests of each constituent entity that are to be converted
25into interests, securities, or obligations of the surviving entity , or rights to acquire

1such interests or securities, money, other property, or any combination of the
2foregoing, are converted as provided in the plan of merger, and the former interest
3holders of the interests are entitled only to the rights provided to them in the plan
4of merger or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to
5180.1331, 181.1180, 183.1061, or otherwise under the governing law of the
6constituent entity. All other terms and conditions of the merger also take effect.
AB566,107 7Section 107 . 178.1125 (2) (a) of the statutes is amended to read:
AB566,50,118 178.1125 (2) (a) When a merger takes effect, the department is the an agent
9of any foreign surviving entity for service of process in a proceeding to enforce any
10obligation or the rights of dissenting shareholders or other interest holders, in their
11capacity as such,
of each domestic partnership constituent entity.
AB566,108 12Section 108 . 178.1125 (2) (b) of the statutes is amended to read:
AB566,50,1813 178.1125 (2) (b) When a merger takes effect, any foreign surviving entity shall
14promptly pay to the dissenting or dissociating timely honor the rights and
15obligations of
interest holders of under this chapter with respect to each domestic
16partnership constituent entity the amount, if any, to which they are entitled under
17ss. 178.1161,
179.77, or 180.1301 to 180.1331 or the corresponding provisions of the
18entity's other governing law
.
AB566,109 19Section 109 . 178.1125 (3) of the statutes is created to read:
AB566,50,2520 178.1125 (3) When a merger takes effect, any foreign surviving entity may be
21served with process in this state for the collection and enforcement of any debts,
22obligations, or other liabilities of a domestic merging entity in the manner provided
23in s. 178.0912, except that references to the department in that section shall be
24treated as references to the appropriate authority under the foreign surviving
25entity's governing law for purposes of applying this subsection.
AB566,110
1Section 110. 178.1132 (1) (f) of the statutes is created to read:
AB566,51,32 178.1132 (1) (f) A statement whether s. 178.1161 applies to the interest
3exchange.
AB566,111 4Section 111 . 178.1133 (1) of the statutes is amended to read:
AB566,51,75 178.1133 (1) Subject to s. 178.1161, a plan of interest exchange must be
6approved by a vote or consent of all of the partners of with respect to each domestic
7partnership that is an acquiring or acquired entity.
AB566,112 8Section 112 . 178.1133 (2) of the statutes is amended to read:
AB566,51,169 178.1133 (2) Subject to s. 178.1161 and the governing law of each of the
10acquiring entity and acquired entity
, after a plan of interest exchange is approved,
11and at any time before an interest exchange becomes effective, except as otherwise
12provided in the plan of interest exchange,
the acquiring and acquired entities may
13amend the plan of interest exchange or abandon the interest exchange as provided
14in the plan of interest exchange or, except as otherwise provided in the plan of
15interest exchange,
with the same vote or consent as was required to approve the plan
16of interest exchange.
AB566,113 17Section 113 . 178.1133 (3) (b) of the statutes is repealed.
AB566,114 18Section 114 . 178.1134 (1) (d) of the statutes is amended to read:
AB566,51,2219 178.1134 (1) (d) Any amendments to the organizational documents of the
20acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record
21under their respective governing laws or, if there are no such amendments, a
22statement to that effect.
AB566,115 23Section 115 . 178.1134 (1) (f) of the statutes is amended to read:
AB566,52,3
1178.1134 (1) (f) A statement that upon request the acquiring entity will provide
2a copy of the plan of interest exchange to any person that was an interest holder of
3the acquired entity immediately prior to the interest exchange.
AB566,116 4Section 116 . 178.1135 (1) (a) of the statutes is amended to read:
AB566,52,115 178.1135 (1) (a) The interests in the acquired entity which are the subject of
6the interest exchange are exchanged as provided in the plan of interest exchange,
7and the former interest holders of those interests are entitled only to the rights
8provided to them under the plan of interest exchange or to their rights, if any, under
9ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or
10otherwise under the governing law of the acquired entity. All other terms and
11conditions of the interest exchange also take effect.
AB566,117 12Section 117 . 178.1135 (5) (a) of the statutes is amended to read:
AB566,52,1713 178.1135 (5) (a) When an interest exchange takes effect, the department is the
14an agent of any foreign acquiring entity for service of process in a proceeding to
15enforce any obligation or the rights of dissenting or other owners interest holders,
16in their capacity as such,
of each domestic partnership acquired entity that is a party
17to the interest exchange.
AB566,118 18Section 118 . 178.1135 (5) (b) of the statutes is amended to read:
AB566,52,2419 178.1135 (5) (b) When an interest exchange takes effect, any foreign acquiring
20entity shall promptly pay to any dissenting or other former owners of timely honor
21the rights and obligations of interest holders under this chapter with respect to
each
22acquired domestic partnership the amount, if any, to which they are entitled under
23ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of
24the acquired domestic partnership under its governing law
acquired entity.
AB566,119 25Section 119 . 178.1135 (6) of the statutes is created to read:
AB566,53,6
1178.1135 (6) When an interest exchange takes effect, any foreign acquiring
2entity may be served with process in this state for the collection and enforcement of
3any debts, obligations, or other liabilities of a domestic acquired entity in the manner
4provided in s. 178.0912, except that references to the department in that section shall
5be treated as references to the appropriate authority under the foreign acquiring
6entity's governing law for purposes of applying this subsection.
AB566,120 7Section 120 . 178.1141 (1) of the statutes is amended to read:
AB566,53,128 178.1141 (1) A domestic partnership may convert to another type of domestic
9entity, other than a domestic partnership, or to any type of foreign entity, pursuant
10to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted
11under the governing law of the converting entity and the governing law that is to
12apply to the converted entity.
AB566,121 13Section 121 . 178.1142 (1) (f) of the statutes is amended to read:
AB566,53,1514 178.1142 (1) (f) Any other matters required by the governing law of the
15converting or converted entity.
AB566,122 16Section 122 . 178.1143 (1) of the statutes is amended to read:
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