AB854,182,8
1(3) If, after articles of conversion have been delivered to the department for
2filing and before the conversion becomes effective, the plan of conversion is amended
3in a manner that requires an amendment to the articles of conversion or if the
4conversion is abandoned, a statement of amendment or abandonment, signed by the
5converting entity, must be delivered to the department for filing before the
6conversion becomes effective. When a statement of abandonment becomes effective,
7the conversion is abandoned and does not become effective. The statement of
8amendment or abandonment must contain all of the following:
AB854,182,109 (a) The name of the converting entity and the converted entity under the plan
10of conversion.
AB854,182,1111 (b) The amendment to or abandonment of the articles of conversion.
AB854,182,1312 (c) A statement that the amendment or abandonment was approved in
13accordance with this section.
AB854,182,17 14179.1144 Filings required for conversion; effective date. (1) After the
15converting entity has approved a plan of conversion in accordance with its governing
16law, the converting entity shall deliver, or cause to be delivered, to the department
17for filing articles of conversion setting forth all of the following:
AB854,182,1818 (a) The name, type of entity, and governing law of the converting entity.
AB854,182,1919 (b) The name, type of entity, and governing law of the converted entity.
AB854,182,2120 (c) A statement that the plan of conversion has been approved and adopted by
21the converting entity in accordance with its governing law.
AB854,182,2322 (d) Any organizational documents of the converted entity that are to be in a
23public record under its governing law.
AB854,182,2524 (e) A statement that the plan of conversion is on file at the principal office of
25the converted entity.
AB854,183,2
1(f) A statement that upon request the converted entity will provide a copy of
2the plan of conversion to any interest holder of the converting entity.
AB854,183,33 (g) A statement whether s. 179.1161 applies to the conversion.
AB854,183,6 4(2) In addition to the requirements of sub. (1), the articles of conversion may
5contain any other provisions relating to the conversion, as determined by the
6converting entity in accordance with the plan of conversion.
AB854,183,10 7(3) If the converted entity is a foreign entity that will be required to register
8to do business in this state immediately after the conversion and it has not previously
9registered to do so or been assigned a registration to do so under s. 179.1009, it shall
10so register.
AB854,183,12 11(4) A conversion takes effect at the effective date and time of the articles of
12conversion.
AB854,183,14 13179.1145 Effect of conversion. (1) When a conversion becomes effective, all
14of the following apply:
AB854,183,1815 (a) The converting entity continues its existence in the form of the converted
16entity and is the same entity that existed before the conversion, except that the
17converting entity is no longer subject to the governing law that applied prior to the
18conversion and is subject to the governing law of the converted entity.
AB854,183,2019 (am) 1. Except as provided in this paragraph, no interest holder shall have
20interest holder liability with respect to the converting or converted entity.
AB854,184,221 2. If, under the governing law of the converting entity, one or more of the
22interest holders thereof had interest holder liability prior to the conversion with
23respect to the converting entity, such interest holder or holders shall continue to have
24such liability and any associated contribution and other rights to the extent provided
25in such governing law with respect to the debts, obligations, and other liabilities of

1the converting entity that accrued during the period or periods in which such interest
2holder or holders had such interest holder liability.
AB854,184,83 3. If, under the governing law of the converted entity, one or more of the interest
4holders thereof will have interest holder liability after the conversion with respect
5to the converted entity, such interest holder or holders will have such liability and
6any associated contribution and other rights to the extent provided in such governing
7law with respect to the debts, obligations, and other liabilities of the converted entity
8that accrue after the conversion.
AB854,184,99 4. This paragraph does not affect liability under any taxation laws.
AB854,184,1110 (b) The title to all property owned by the converting entity is vested in the
11converted entity without transfer, reversion, or impairment.
AB854,184,1312 (c) The converted entity has all debts, obligations, and other liabilities of the
13converting entity.
AB854,184,1614 (d) A civil, criminal, or administrative proceeding pending by or against the
15converting entity may be continued as if the conversion did not occur, or the
16converted entity may be substituted in the proceeding for the converting entity.
AB854,184,1917 (e) The organizational documents of the converted entity are as provided in the
18plan of conversion and, to the extent such organizational documents are to be
19reflected in a public record, as provided in the articles of conversion.
AB854,185,220 (f) The interests of the converting entity that are to be converted into interests,
21securities, or obligations of the surviving entity, rights to acquire such interests or
22securities, money, other property, or any combination of the foregoing, are converted
23as provided in the plan of conversion, and the former interest holders of the
24converting entity are entitled only to the rights provided in the plan of conversion or
25to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180,

1or otherwise under the governing law of the converting entity. All other terms and
2conditions of the conversion also take effect.
AB854,185,53 (g) Except as prohibited by other law or as otherwise provided in the articles
4and plan of conversion, all of the rights, privileges, immunities, powers, and
5purposes of the converting entity vest in the converted entity.
AB854,185,96 (h) Except as otherwise provided in the articles and plan of conversion, if the
7converting entity is a partnership, limited liability company, or other entity subject
8to dissolution under its governing law, the conversion does not dissolve the
9converting entity for the purposes of its governing law.
AB854,185,13 10(2) (a) When a conversion takes effect, the department is an agent of any
11foreign converted entity for service of process in a proceeding to enforce any
12obligation or the rights of interest holders, in their capacity as such, of any domestic
13limited partnership converting entity.
AB854,185,1614 (b) When a conversion takes effect, any foreign converted entity shall timely
15honor the rights and obligations of interest holders under this chapter with respect
16to any domestic limited partnership converting entity.
AB854,185,22 17(3) When a conversion takes effect, any foreign converted entity may be served
18with process in this state for the collection and enforcement of any debts, obligations,
19or other liabilities of a domestic converting entity in the manner provided in s.
20179.0121, except that references to the department in that section shall be treated
21as references to the appropriate authority under the foreign converted entity's
22governing law for purposes of applying this subsection.
AB854,186,5 23179.1151 Domestication authorized. A domestic limited partnership may
24domesticate as a non-United States entity subject to non-United States governing
25law while continuing to be a domestic limited partnership, and a non-United States

1entity may domesticate as a domestic limited partnership subject to this chapter
2while continuing to be an entity subject to its non-United States governing law
3pursuant to ss. 179.1151 to 179.1155 and a plan of domestication, if the domestication
4is permitted under the governing law of the domesticating entity and permitted
5under the governing law of the domesticated entity.
AB854,186,7 6179.1152 Plan of domestication. (1) A plan of domestication must be in a
7record and contain all of the following:
AB854,186,88 (a) The name, type of entity, and governing law of the domesticating entity.
AB854,186,99 (b) The name, type of entity, and governing law of the domesticated entity.
AB854,186,1010 (c) The terms and conditions of the domestication.
AB854,186,1411 (d) The organizational documents of the domesticated entity that are to be in
12a record immediately after the domestication becomes effective, including any
13proposed amendments to the organizational documents of the domesticating entity
14that are to be in a record immediately after the domestication becomes effective.
AB854,186,16 15(2) In addition to the requirements of sub. (1), a plan of domestication may
16contain any other provision relating to the domestication and not prohibited by law.
AB854,186,19 17179.1153 Approval of domestication; amendment; abandonment. (1) (a)
18Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent
19of all of the following with respect to a domesticating Wisconsin limited partnership:
AB854,186,2020 1. All general partners.
AB854,186,2221 2. Partners owning a majority of the rights to receive distributions, whether
22as a general partner, limited partner, or both.
AB854,186,2423 (b) A plan of domestication of a non-United States domesticating entity must
24be approved pursuant to the governing law of the domesticating entity.
AB854,187,6
1(2) Subject to s. 179.1161 and the governing law of the domesticating entity,
2after a plan of domestication is approved, and at any time before a domestication
3becomes effective, except as otherwise provided in the plan of domestication, the
4domesticating entity may amend the plan of domestication or abandon the
5domestication as provided in the plan of domestication with the same vote or consent
6as was required to approve the plan of domestication.
AB854,187,14 7(3) If, after articles of domestication have been delivered to the department for
8filing and before the domestication becomes effective, the plan of domestication is
9amended in a manner that requires an amendment to the articles of domestication
10or if the domestication is abandoned, a statement of amendment or abandonment,
11signed by the domesticating entity, must be delivered to the department for filing
12before the domestication becomes effective. When a statement of abandonment
13becomes effective, the domestication is abandoned and does not become effective.
14The statement of amendment or abandonment must contain all of the following:
AB854,187,1615 (a) The name of the domesticating entity and the domesticated entity under the
16plan of domestication.
AB854,187,1717 (b) The amendment to or abandonment of the articles of domestication.
AB854,187,1918 (c) A statement that the amendment or abandonment was approved in
19accordance with this section.
AB854,187,23 20179.1154 Filings required for domestication; effective date. (1) After
21the domesticating entity has approved a plan of domestication in accordance with its
22governing law, the domesticating entity shall deliver, or cause to be delivered, to the
23department for filing articles of domestication setting forth all of the following:
AB854,187,2424 (a) The name, type of entity, and governing law of the domesticating entity.
AB854,187,2525 (b) The name, type of entity, and governing law of the domesticated entity.
AB854,188,2
1(c) A statement that a plan of domestication has been approved and adopted
2by the domesticating entity in accordance with its governing law.
AB854,188,53 (d) Any amendments to the organizational documents of the domesticating
4entity and any organizational documents of the domesticated entity that are to be in
5a public record under their respective governing laws.
AB854,188,76 (e) A statement that the plan of domestication is on file at the principal office
7of the domesticated entity.
AB854,188,98 (f) A statement that upon request the domesticated entity will provide a copy
9of the plan of domestication to any interest holder in the domesticated entity.
AB854,188,1010 (g) A statement whether s. 179.1161 applies to the domestication.
AB854,188,13 11(2) In addition to the requirements of sub. (1), the articles of domestication may
12contain any other provisions relating to the domestication, as determined by the
13domesticating entity in accordance with the plan of domestication.
AB854,188,15 14(3) A domestication takes effect at the effective date and time of the articles of
15domestication.
AB854,188,17 16179.1155 Effect of domestication. (1) When a domestication becomes
17effective, all of the following apply:
AB854,188,2118 (a) The domesticating entity becomes a domestic entity under and becomes
19subject to the governing law of the jurisdiction in which it has domesticated while
20continuing to be a domestic organization under and subject to the governing law of
21the domesticating entity.
AB854,188,2322 (am) 1. Except as provided in this paragraph, no interest holder shall have
23interest holder liability with respect to the domesticating or domesticated entity.
AB854,189,424 2. If, under the governing law of the domesticating entity, one or more of the
25interest holders thereof has interest holder liability with respect to the

1domesticating entity, such interest holder or holders shall continue to have such
2liability and any associated contribution and other rights to the extent provided in
3such governing law with respect to the debts, obligations, and other liabilities of the
4domesticating entity.
AB854,189,105 3. If, under the governing law of the domesticated entity, one or more of the
6interest holders thereof will have interest holder liability after the domestication
7with respect to the domesticated entity, such interest holder or holders will have such
8liability and associated contribution and other rights to the extent provided in such
9governing law with respect to the debts, obligations, and other liabilities of the
10domesticated entity that accrue after the domestication.
AB854,189,1111 4. This paragraph does not affect liability under any taxation laws.
AB854,189,1312 (b) The title to all property owned by the domesticating entity is vested in the
13domesticated entity without transfer, reversion, or impairment.
AB854,189,1514 (c) The domesticated entity has all debts, obligations, or other liabilities of the
15domesticating entity.
AB854,189,1916 (d) A civil, criminal, or administrative proceeding pending by or against the
17domesticating entity may be continued as if the domestication did not occur, or the
18domesticated entity may be substituted in the proceeding for the domesticating
19entity.
AB854,189,2320 (e) The organizational documents of the domesticating entity are amended to
21the extent, if any, provided in the plan of domestication and, to the extent such
22amendments are to be reflected in a public record, as provided in the articles of
23domestication.
AB854,190,3
1(f) The organizational documents of the domesticated entity are as provided in
2the plan of domestication and, to the extent such organizational documents are to be
3reflected in a public record, as provided in the articles of domestication.
AB854,190,64 (g) Except as prohibited by other law or as otherwise provided in the articles
5and plan of domestication, all of the rights, privileges, immunities, powers, and
6purposes of the domesticating entity vest in the domesticated entity.
AB854,190,10 7(2) Except as otherwise provided in the articles and plan of domestication, if
8the domesticating entity is a partnership, limited liability company, or other entity
9subject to dissolution under its governing law, the domestication does not dissolve
10the domesticating entity for the purposes of its governing law.
AB854,190,13 11(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts
12of this state to enforce any debt, obligation, or other liability owed by the
13domesticating or domesticated entity.
AB854,190,19 14179.1161 Restrictions on approval of mergers, interest exchanges,
15conversions, and domestications.
(1) This section shall apply with respect to a
16partner in connection with a merger, interest exchange, conversion, or domestication
17transaction of a domestic limited partnership if the partner does not vote for or
18consent to the transaction and the transaction would do any of the following with
19respect to the partner:
AB854,191,220 (a) Materially increase the current or potential obligations of the partner with
21respect to any constituent, surviving, acquiring, acquired, converting, converted,
22domesticating, or domesticated limited partnership, whether as a result of becoming
23subject to interest holder liability with respect to the entity as a consequence of being
24an owner of the entity, becoming subject to affirmative or negative obligations under

1the organizational documents of the entity, becoming subject to tax on the income of
2the entity, or otherwise.
AB854,191,43 (b) Treat the partner's interests in the limited partnership in a manner
4different from the interests of the same class held by any other partner.
AB854,191,14 5(2) If this section applies with respect to a partner in connection with the
6transaction, the partnership must offer to purchase the partner's interest in the
7partnership as provided in sub. (3). Actual or alleged failure to comply with this
8section shall not have any impact on, and shall not constitute any basis for any
9person to challenge, the effectiveness of the transaction, and the partner's sole
10remedy with respect to such failure shall be to commence an action under sub. (4) and
11otherwise enforce the partner's rights under this section. In order to accept the
12partnership's offer, a partner must notify the partnership within 60 days of receipt
13of the offer. Both the offer and the acceptance may be conditioned upon
14consummation of the transaction.
AB854,191,20 15(3) (a) The purchase price of the interest of the partner pursuant to this section
16is the amount that would be distributable to the partner if, on the date of the
17transaction, the assets of the partnership were sold and the partnership were wound
18up, with the sale price equal to the greater of the partnership's liquidation value or
19the value based on a sale of the partnership's entire activities and affairs as a going
20concern without the partner.
AB854,191,2421 (b) Interest accrues on the purchase price from the date of the transaction to
22the date of payment. At the option of the partnership, some or all amounts owing,
23whether or not presently due, from the partner to the partnership may be offset
24against the purchase price.
AB854,192,4
1(c) The partnership shall defend, indemnify, and hold the partner harmless
2against all liabilities of the surviving, acquiring, converted, or domesticated entity,
3as the case may be, incurred after the transaction, except liabilities incurred by an
4act of the partner.
AB854,192,95 (d) If no agreement for the purchase of the interest of the partner pursuant to
6this section is reached within 120 days of the date of the transaction, the partnership,
7or the surviving, acquiring, converted, or domesticated entity, as the case may be,
8shall pay, or cause to be paid, in money to the partner the amount it estimates to be
9the purchase price and accrued interest, reduced by any offsets under par. (b).
AB854,192,1110 (e) The payment required by par. (d) must be accompanied by all of the
11following:
AB854,192,1312 1. A statement of partnership assets and liabilities as of the date of the
13transaction.
AB854,192,1414 2. The latest available partnership balance sheet and income statement, if any.
AB854,192,1515 3. An explanation of how the estimated amount of the payment was calculated.
AB854,192,1916 4. Written notice that the payment is in full satisfaction of the obligation to
17purchase unless, not later than 120 days after the written notice, the partner
18commences an action to determine the purchase price, any offsets and accrued
19interest under par. (b), or other terms of the obligation to purchase.
AB854,193,7 20(4) The partner may maintain an action against the partnership, pursuant to
21s. 179.0111, to determine the purchase price of the partner's interest, any offsets and
22accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
23action must be commenced not later than 120 days after the partnership has made
24payment in accordance with sub. (3) (d) or within one year after written demand for
25payment if no offer is made in accordance with sub. (2). The court shall determine

1the purchase price of the partner's interest, any offset due under sub. (3) (b), and
2accrued interest, and enter judgment for any additional payment or refund. The
3court may assess reasonable attorney fees and the fees and expenses of appraisers
4or other experts for a party to the action, in amounts the court finds equitable,
5against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
6The finding may be based on the partnership's failure to make an offer or payment
7or to comply with sub. (3).
AB854,193,9 8(5) A partner does not give the consent required by sub. (1) merely by
9consenting to a provision of the written partnership agreement.
AB854,193,1010 subchapter XII
AB854,193,1111 MISCELLANEOUS PROVISIONS
AB854,193,15 12179.1201 Uniformity of application and construction. In applying and
13construing this chapter, consideration must be given to the need to promote
14uniformity of the law with respect to its subject matter among states that enact the
15uniform law.
Loading...
Loading...