SB657: Bill Text

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.

SB657,126,19 2. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting 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 the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

SB657,126,25 3. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted 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 converted entity that accrue after the conversion.

SB657,127,1 4. This paragraph does not affect liability under any taxation laws.

SB657,127,3 (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment.

SB657,127,5 (c) The converted entity has all debts, obligations, and other liabilities of the converting entity.

SB657,127,8 (d) A civil, criminal, or administrative proceeding pending by or against the converting entity may be continued as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

SB657,127,11 (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

SB657,127,19 (f) The interests of the converting 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 conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.77, 180.0301 to 180.1331, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

SB657,127,22 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

SB657,128,2 (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

SB657,128,6 (2) (a) When a conversion takes effect, the department is the agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other interest holders of any domestic converting entity.

SB657,128,10 (b) When a conversion takes effect, any foreign converted entity shall promptly pay to the dissenting or dissociating interest holders of any domestic converting entity the amount, if any, to which they are entitled under s. 178.1161 or ss.180.1301 to 180.1331 or the corresponding provisions of the entity's other governing law.

SB657,128,18 178.1151 Domestication authorized. A domestic partnership may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic partnership, and a non-United States entity may domesticate as a domestic partnership subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 178.1151 to 178.1155 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.

SB657,128,20 178.1152 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

SB657,128,21 (a) The name, type of entity, and governing law of the domesticating entity.

SB657,128,22 (b) The name, type of entity, and governing law of the domesticated entity.

SB657,128,23 (c) The terms and conditions of the domestication.

SB657,129,2 (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.

SB657,129,4 (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.

SB657,129,9 178.1153 Approval of domestication; amendment; abandonment. (1) Subject to s. 178.1161, a plan of domestication must be approved by all the partners of a domesticating Wisconsin partnership. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.

SB657,129,14 (2) Subject to s. 178.1161, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.

SB657,129,22 (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB657,129,24 (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

SB657,130,2 (b) The date on which the articles of domestication were filed by the department.

SB657,130,3 (c) The amendment to or abandonment of the articles of domestication.

SB657,130,5 (d) A statement that the amendment or abandonment was approved in accordance with this section.

SB657,130,9 178.1154 Filings required for domestication; effective date. (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following:

SB657,130,10 (a) The name, type of entity, and governing law of the domesticating entity.

SB657,130,11 (b) The name, type of entity, and governing law of the domesticated entity.

SB657,130,13 (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

SB657,130,17 (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 178.1152 (1) (d) that are to be in a public record under their respective governing laws.

SB657,130,19 (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

SB657,130,22 (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.

SB657,130,25 (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.

SB657,131,2 (3) A domestication takes effect at the effective date and time of the articles of domestication.

SB657,131,4 178.1155 Effect of domestication. (1) When a domestication becomes effective, all of the following apply:

SB657,131,8 (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity.

SB657,131,10 (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

SB657,131,16 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating 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 the debts, obligations, and other liabilities of the domesticating entity.

SB657,131,22 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

SB657,131,23 4. This paragraph does not affect liability under any taxation laws.

SB657,131,25 (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

SB657,132,2 (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

SB657,132,6 (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

SB657,132,10 (e) The non-United States organizational documents of the domesticated entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

SB657,132,14 (f) The United States organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

SB657,132,17 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

SB657,132,21 (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

SB657,132,24 (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

SB657,133,4 178.1161 Restrictions on approval of mergers, interest exchanges, conversions and domestications. (1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic partnership may not do any of the following with respect to a partner:

SB657,133,11 (a) Materially increase the current or potential obligations of the partner in the constituent, acquiring, acquired, converting, or domesticating partnership, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.

SB657,133,13 (b) Treat the partner's interests in the partnership in a manner different from the interests of the same class held by any other partner.

SB657,133,15 (2) Subsection (1) shall not apply with respect to a partner if any of the following is applicable:

SB657,133,17 (a) The partner consents to the merger, interest exchange, conversion, or domestication.

SB657,133,22 (b) The partnership offers to have the partner's interest in the partnership purchased, prior to the merger, interest exchange, conversion, or domestication, in the manner provided in s. 178.0701 for a partner who has not wrongfully dissociated, without taking into account any modification of this provision under the partnership agreement.

SB657,133,23 subchapter xii

SB657,133,24 miscellaneous provisions

SB657,134,4 178.1201 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.

SB657,134,10 178.1202 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

SB657,19 Section 19. 179.04 (1) (b) of the statutes is renumbered 179.04 (1) (b) (intro.) and amended to read:

SB657,134,14 179.04 (1) (b) (intro.) An agent for service of process on the limited partnership, which agent must be an any of the following:

SB657,134,15 1. An individual resident of this state, a .

SB657,134,21 2. A domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership that has in effect a statement of qualification under s. 178.0901, or limited liability company, or a foreign corporation, nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company authorized to do business in this state, whose business office is identical with the registered office.

SB657,20 Section 20. 179.065 (2) of the statutes is amended to read: