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25(4) A merger takes effect at the effective date and time of the articles of merger.
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1178.1125 Effect of merger.
(1) When a merger becomes effective, all of the
2following apply:
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(a) Each merging entity merges into the surviving entity, and the separate
4existence of every constituent entity that is a party to the merger, except the
5surviving entity, ceases.
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(am) 1. Except as provided in this paragraph, no interest holder shall have
7interest holder liability with respect to any of the constituent entities.
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2. If, under the governing law of a constituent entity, one or more of the interest
9holders thereof had interest holder liability prior to the merger with respect to the
10entity, such interest holder or holders shall continue to have such liability and any
11associated contribution or other rights to the extent provided in such governing law
12with respect to debts, obligations, and other liabilities of the entity that accrued
13during the period or periods in which such interest holder or holders had such
14interest holder liability.
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3. If, under the governing law of the surviving entity, one or more of the interest
16holders thereof will have interest holder liability after the merger with respect to the
17surviving entity, such interest holder or holders will have such liability and any
18associated contribution and other rights to the extent provided in such governing law
19with respect to the debts, obligations, and other liabilities of the surviving entity that
20accrue on or after the merger.
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4. This paragraph does not affect liability under any taxation laws.
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(b) The title to all property owned by each constituent entity is vested in the
23surviving entity without transfer, reversion, or impairment.
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(c) The surviving entity has all debts, obligations, and other liabilities of each
25constituent entity.
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1(d) A civil, criminal, or administrative proceeding pending by or against any
2constituent entity may be continued as if the merger did not occur, or the surviving
3entity may be substituted in the proceeding for a constituent entity whose existence
4ceased.
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(e) 1. If the surviving entity preexists the merger, its organizational documents
6are amended to the extent, if any, provided in the plan of merger and, to the extent
7such amendments are to be reflected in a public record, as provided in the articles
8of merger.
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2. If the surviving entity is created in the merger, its organizational documents
10are as provided in the plan of merger and, to the extent such organizational
11documents are to be reflected in a public record, as provided in the articles of merger.
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(f) The interests of each constituent entity that are to be converted into
13interests, securities, or obligations of the surviving entity, rights to acquire such
14interests or securities, money, other property, or any combination of the foregoing,
15are converted as provided in the plan of merger, and the former interest holders of
16the interests are entitled only to the rights provided to them in the plan of merger
17or to their rights, if any, under ss. 178.1161, 179.77, 180.1301 to 180.1331, or
18otherwise under the governing law of the constituent entity. All other terms and
19conditions of the merger also take effect.
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(g) Except as prohibited by other law or as otherwise provided in the articles
21and plan of merger, all of the rights, privileges, immunities, powers, and purposes
22of each constituent entity vest in the surviving entity.
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(h) Except as otherwise provided in the articles and plan of merger, if a merging
24entity is a partnership, limited liability company, or other entity subject to
1dissolution under its governing law, the merger does not dissolve the merging entity
2for the purposes of its governing law.
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3(2) (a) When a merger takes effect, the department is the agent of any foreign
4surviving entity for service of process in a proceeding to enforce any obligation or the
5rights of dissenting shareholders or other interest holders of each domestic
6constituent entity.
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(b) When a merger takes effect, any foreign surviving entity shall promptly pay
8to the dissenting or dissociating interest holders of each domestic constituent entity
9the amount, if any, to which they are entitled under ss. 178.1161, 179.77, or 180.1301
10to 180.1331 or the corresponding provisions of the entity's other governing law.
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11178.1131 Interest exchange authorized.
(1) A domestic partnership may
12acquire all of one or more classes or series of interests of another domestic or foreign
13entity pursuant to ss. 178.1131 to 178.1135 and a plan of interest exchange if the
14interest exchange is permitted under the governing law applicable to the
15partnership and the acquired entity.
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16(2) All of one or more classes or series of interests of a domestic partnership may
17be acquired by another domestic or foreign entity pursuant to ss. 178.1131 to
18178.1135 and a plan of interest exchange if the interest exchange is permitted under
19the governing law applicable to the acquiring entity and the partnership.
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20178.1132 Plan of interest exchange.
(1) A plan of interest exchange must
21be in a record and contain all of the following:
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(a) As to both the acquiring entity and the acquired entity, its name, type of
23entity, and governing law.
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(b) The terms and conditions of the interest exchange.
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1(c) The manner and basis of exchanging the interests to be acquired for
2interests, securities, or obligations of the surviving entity, rights to acquire such
3interests or securities, money, other property, or any combination of the foregoing.
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(d) Any proposed amendments to the organizational documents of the
5acquiring or acquired entity that will take effect when the interest exchange becomes
6effective.
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(e) Any other matters required under the governing law of the acquired or
8acquiring entity.
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9(2) In addition to the requirements of sub. (1), a plan of interest exchange may
10contain any other provision relating to the interest exchange and not prohibited by
11law.
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12178.1133 Approval of interest exchange; amendment; abandonment. 13(1) Subject to s. 178.1161, a plan of interest exchange must be approved by a vote
14or consent of all the partners of each domestic partnership that is an acquiring or
15acquired entity.
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16(2) Subject to s. 178.1161, after a plan of interest exchange is approved, and at
17any time before an interest exchange becomes effective, the acquiring and acquired
18entities may amend the plan of interest exchange or abandon the interest exchange
19as provided in the plan of interest exchange or, except as otherwise provided in the
20plan of interest exchange, with the same vote or consent as was required to approve
21the plan of interest exchange.
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22(3) If, after articles of interest exchange have been delivered to the department
23for filing and before the interest exchange becomes effective, the plan of interest
24exchange is amended in a manner that requires an amendment to the articles of
25interest exchange or if the interest exchange is abandoned, a statement of
1amendment or abandonment, signed by either the acquiring entity or the acquired
2entity, must be delivered to the department for filing before the interest exchange
3becomes effective. When a statement of abandonment becomes effective, the interest
4exchange is abandoned and does not become effective. The statement of amendment
5or abandonment must contain all of the following:
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(a) The name of the acquiring and acquired entities.
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(b) The date on which the articles of interest exchange were filed by the
8department.
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(c) The amendment to or abandonment of the articles of interest exchange.
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(d) A statement that the amendment or abandonment was approved in
11accordance with this section.
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12(4) In addition to approval under sub. (1), a plan of interest exchange must be
13approved by any acquiring or acquired entity that is not a domestic partnership in
14accordance with any requirements of its governing law.
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15178.1134 Filings required for interest exchange; effective date. (1) 16After an interest exchange has been approved with respect to the acquiring and
17acquired entity in accordance with their governing laws, the acquiring entity shall
18deliver, or cause to be delivered, to the department for filing articles of interest
19exchange setting forth all of the following:
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(a) The name, type of entity, and governing law of the acquired entity.
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(b) The name, type of entity, and governing law of the acquiring entity.
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(c) A statement that the plan of interest exchange has been approved by the
23acquired and acquiring entities in accordance with their respective governing laws.
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(d) Any amendments to the organizational documents of the acquired or
25acquiring entity under s. 178.1132 (1) (d) that are to be in a public record under their
1respective governing laws or, if there are no such amendments, a statement to that
2effect.
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(e) A statement that the plan of interest exchange is on file at the principal
4office of the acquiring entity.
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(f) A statement that upon request the acquiring entity will provide a copy of the
6plan of interest exchange to any person that was an interest holder of the acquired
7entity immediately prior to the interest exchange.
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8(2) In addition to the requirements of sub. (1), articles of interest exchange may
9contain any other provisions relating to the interest exchange, as determined by the
10acquiring entity in accordance with the plan of interest exchange.
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11(3) An interest exchange takes effect at the effective date and time of the
12articles of interest exchange.
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13178.1135 Effect of interest exchange.
(1) When an interest exchange
14becomes effective, all of the following apply:
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(a) The interests in the acquired entity which are the subject of the interest
16exchange are exchanged as provided in the plan of interest exchange, and the former
17interest holders of those interests are entitled only to the rights provided to them
18under the plan of interest exchange or to their rights, if any, under ss. 178.1161,
19179.77, 180.1301 to 180.1331, or otherwise under the governing law of the acquired
20entity. All other terms and conditions of the interest exchange also take effect.
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(b) The acquiring entity becomes the interest holder of the interests which are
22the subject of the interest exchange as provided in the plan of interest exchange.
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(c) The provisions of the organizational documents of the acquiring and
24acquired entity are amended to the extent, if any, provided in the plan of interest
1exchange and to the extent such amendments are to be reflected in a public record,
2as provided in the articles of interest exchange.
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3(2) Except as otherwise provided in the articles and plan of interest exchange,
4if the acquired entity is a domestic or foreign partnership, limited liability company,
5or other organization subject to dissolution under its governing law, the interest
6exchange does not dissolve the acquired entity.
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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.
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(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.
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(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.
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(d) This subsection does not affect liability under any taxation laws.
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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.
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(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.
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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.
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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.
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18178.1142 Plan of conversion. (1) A plan of conversion must be in a record
19and contain all of the following:
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(a) The name, type of entity, and governing law of the converting entity.
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(b) The name, type of entity, and governing law of the converted entity.
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(c) The terms and conditions of the conversion.
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(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.
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1(e) The organizational documents of the converted entity that are to be in a
2record immediately after the conversion becomes effective.
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(f) Any other matters required by the governing law of the converting entity.
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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.
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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.
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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.
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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:
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(a) The name of the converting entity and the converted entity under the plan
25of conversion.
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1(b) The date on which the articles of conversion were filed by the department.
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(c) The amendment to or abandonment of the articles of conversion.
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(d) A statement that the amendment or abandonment was approved in
4accordance with this section.
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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:
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(a) The name, type of entity, and governing law the converting entity.
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(b) The name, type of entity, and governing law of the converted entity.
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(c) A statement that the plan of conversion has been approved and adopted by
12the converting entity in accordance with its governing law.
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(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.
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(e) A statement that the plan of conversion is on file at the principal office of
17the converted entity.
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(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.
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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.
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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.
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3(4) A conversion takes effect at the effective date and time of the articles of
4conversion.
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5178.1145 Effect of conversion. (1) When a conversion becomes effective, all
6of the following apply:
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(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.
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(am) 1. Except as provided in this paragraph, no interest holder shall have
12interest holder liability with respect to the converting or converted entity.
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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.
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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.
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14. This paragraph does not affect liability under any taxation laws.
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(b) The title to all property owned by the converting entity is vested in the
3converted entity without transfer, reversion, or impairment.
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(c) The converted entity has all debts, obligations, and other liabilities of the
5converting entity.