AB854: Bill Text

AB854,121 Section 121 . 178.1143 (2) of the statutes is amended to read:

AB854,53,22 178.1143 (2) Subject to s. 178.1161 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, except as otherwise provided in the plan of conversion, 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.

AB854,122 Section 122 . 178.1143 (3) (b) of the statutes is repealed.

AB854,123 Section 123 . 178.1144 (1) (a) of the statutes is amended to read:

AB854,54,2 178.1144 (1) (a) The name, type of entity, and governing law of the converting entity.

AB854,124 Section 124 . 178.1144 (1) (d) of the statutes is amended to read:

AB854,54,7 178.1144 (1) (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.

AB854,125 Section 125 . 178.1144 (1) (f) of the statutes is amended to read:

AB854,54,11 178.1144 (1) (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.

AB854,126 Section 126 . 178.1144 (1) (g) of the statutes is created to read:

AB854,54,13 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.

AB854,127 Section 127 . 178.1145 (1) (f) of the statutes is amended to read:

AB854,54,22 178.1145 (1) (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, 179.77 179.1161, 180.0301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

AB854,128 Section 128 . 178.1145 (2) of the statutes is amended to read:

AB854,55,2 178.1145 (2) (a) When a conversion takes effect, the department is the an 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, in their capacity as such, of any domestic partnership converting entity.

AB854,55,8 (b) When a conversion takes effect, any foreign converted entity shall promptly pay to the dissenting or dissociating timely honor the rights and obligations of interest holders of under this chapter with respect to any domestic partnership 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.

AB854,129 Section 129 . 178.1145 (3) of the statutes is created to read:

AB854,55,15 178.1145 (3) When a conversion takes effect, any foreign converted entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic converting entity in the manner provided in s. 178.0912, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign converted entity's governing law for purposes of applying this subsection.

AB854,130 Section 130 . 178.1153 (2) of the statutes is amended to read:

AB854,55,23 178.1153 (2) Subject to s. 178.1161 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, except as otherwise provided in the plan of domestication, 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.

AB854,131 Section 131 . 178.1153 (3) (b) of the statutes is repealed.

AB854,132 Section 132 . 178.1154 (1) (d) of the statutes is amended to read:

AB854,56,4 178.1154 (1) (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.

AB854,133 Section 133 . 178.1154 (1) (f) of the statutes is amended to read:

AB854,56,8 178.1154 (1) (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 domesticated entity at the time of the domestication.

AB854,134 Section 134 . 178.1154 (1) (g) of the statutes is created to read:

AB854,56,10 178.1154 (1) (g) A statement whether s. 178.1161 applies to the domestication.

AB854,135 Section 135 . 178.1155 (1) (e) of the statutes is amended to read:

AB854,56,15 178.1155 (1) (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.

AB854,136 Section 136 . 178.1155 (1) (f) of the statutes is amended to read:

AB854,56,20 178.1155 (1) (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.

AB854,137 Section 137 . 178.1161 (1) (intro.) of the statutes is amended to read:

AB854,57,2 178.1161 (1) (intro.) Except as provided in sub. (2), This section shall apply with respect to a partner in connection with a merger, interest exchange, conversion, or domestication transaction of a domestic partnership may not if the partner does not vote for or consent to the transaction and the transaction would do any of the following with respect to a the partner:

AB854,138 Section 138 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated, renumbered 178.1161 (2) and amended to read:

AB854,57,18 178.1161 (2) Subsection (1) shall not apply If this section applies with respect to a partner if any of the following is applicable: (b) The in connection with a transaction, the partnership offers to have must offer to purchase 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 as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis to challenge, the effectiveness of the transaction, and the partner's sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce such partner's rights under this section. In order to accept the partnership's offer, a partner must notify the partnership within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction.

AB854,139 Section 139 . 178.1161 (2) (a) of the statutes is repealed.

AB854,140 Section 140 . 178.1161 (3), (4) and (5) of the statutes are created to read:

AB854,58,2 178.1161 (3) (a) The purchase price of the interest of the partner pursuant to this section is the amount that would be distributable to the partner if, on the date of the transaction, the assets of the partnership were sold and the partnership were wound up, with the sale price equal to the greater of the partnership's liquidation value or the value based on a sale of the entire business as a going concern without the partner.

AB854,58,6 (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the partnership, some or all amounts owing, whether or not presently due, from the partner to the partnership may be offset against the purchase price.

AB854,58,10 (c) The partnership shall defend, indemnify, and hold the partner harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the partner.

AB854,58,15 (d) If no agreement for the purchase of the interest of the partner pursuant to this section is reached within 120 days of the date of the transaction, the partnership, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the partner the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b).

AB854,58,17 (e) The payment required by par. (d) must be accompanied by all of the following:

AB854,58,19 1. A statement of partnership assets and liabilities as of the date of the transaction.

AB854,58,20 2. The latest available partnership balance sheet and income statement, if any.

AB854,58,21 3. An explanation of how the estimated amount of the payment was calculated.

AB854,58,25 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the partner commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase.

AB854,59,13 (4) The partner may maintain an action against the partnership, pursuant to s. 178.0307, to determine the purchase price of the partner's interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase price of the partner's interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to make an offer or payment or to comply with sub. (3).

AB854,59,15 (5) A partner does not give the consent required by sub. (1) merely by consenting to a provision of the written partnership agreement.

AB854,141 Section 141 . Chapter 179 of the statutes is repealed and recreated to read:

AB854,59,17 CHAPTER 179

AB854,59,18 UNIFORM LIMITED PARTNERSHIP law

AB854,59,19 subchapter I

AB854,59,20 general provisions

AB854,59,22 179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform Limited Partnership Law."

AB854,59,23 179.0102 Definitions. In this chapter:

AB854,59,24 (1g) “Business" includes every trade, occupation, and profession.

AB854,60,2 (1m) “Certificate of limited partnership" means the certificate required by s. 179.0201. The term includes the certificate as amended or restated.

AB854,60,5 (2) “Contribution," except in the phrase “right of contribution," means property or a benefit described in s. 179.0501 which is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner.

AB854,60,7 (3) “Debtor in bankruptcy" means a person that is the subject of any of the following:

AB854,60,9 (a) An order for relief under Title 11, USC, or a comparable order under a successor statute of general application.

AB854,60,11 (b) A comparable order under federal, state, or foreign law governing insolvency.

AB854,60,12 (3m) “Department" means the department of financial institutions.

AB854,60,16 (4) (a) Except as provided in par. (b), “distribution" means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term includes all of the following:

AB854,60,18 1. A redemption or other purchase by a limited partnership of a transferable interest.

AB854,60,22 2. A transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the partnership's activities and affairs or have access to records or other information concerning the partnership's activities and affairs.

AB854,61,2 (b) “Distribution" does not include amounts constituting reasonable compensation for present or past service, payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program, or other payments made to partners for good and valuable consideration other than in their capacity as partners.

AB854,61,4 (4c) “Domestic" means, with respect to an entity, an entity whose governing law is the law of this state.

AB854,61,6 (4j) “Electronic" means relating to technology having electronic, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB854,61,7 (4p) “Entity" means a person other than an individual.

AB854,61,9 (4t) “Foreign" means, with respect to an entity, an entity whose governing law is other than the law of this state.

AB854,61,13 (5) “Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign limited partnership under a provision similar to s. 179.0404 (3).

AB854,61,16 (6) “Foreign limited partnership" means an association that would be a limited partnership subject to this chapter but for the fact that its governing law is not the law of this state. The term includes a foreign limited liability limited partnership.

AB854,61,18 (6m) “General cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185.

AB854,61,19 (7) “General partner" means a person that satisfies all of the following:

AB854,61,22 (a) The person has become a general partner under s. 179.0401 or was a general partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112.

AB854,61,23 (b) The person has not dissociated as a general partner under s. 179.0603.

AB854,62,3 (7m) “Governing law" means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s. 179.0104 or the corresponding applicable law with respect to entities other than domestic limited partnerships.

AB854,62,5 (8) “Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

AB854,62,7 (8m) “Limited cooperative association" means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 193.

AB854,62,11 (10) “Limited liability limited partnership," except in the phrase “foreign limited liability limited partnership," or “domestic limited liability limited partnership” means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.

AB854,62,12 (11) “Limited partner" means a person that satisfies all of the following:

AB854,62,15 (a) The person has become a limited partner under s. 179.0301 or was a limited partner in a limited partnership when the partnership became subject to this chapter under subch. XI or s. 179.0112.

AB854,62,16 (b) The person has not dissociated under s. 179.0601.

AB854,62,20 (12) “Limited partnership," except in the phrase “foreign limited partnership," or “domestic limited partnership” means an entity which was formed under this chapter or became subject to this chapter and which is still subject to this chapter. The term includes a limited liability limited partnership.

AB854,62,21 (13) “Partner" means a limited partner or general partner.

AB854,63,2 (14) “Partnership agreement" means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in s. 179.0105 (1). The term includes the agreement as amended or restated.

AB854,63,8 (15) “Person" means an individual, business corporation, nonprofit or nonstock corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

AB854,63,11 (16) “Principal office" means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state.

AB854,63,13 (17) “Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.