AB566,174,1710 (f) The interests of each constituent entity that are to be converted into
11interests, securities, or obligations of the surviving entity, or rights to acquire such
12interests or securities, money, other property, or any combination of the foregoing,
13are converted as provided in the plan of merger, and the former interest holders of
14the interests are entitled only to the rights provided to them in the plan of merger
15or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331,
16181.1180, or otherwise under the governing law of the constituent entity. All other
17terms and conditions of the merger also take effect.
AB566,174,2018 (g) Except as prohibited by other law or as otherwise provided in the articles
19and plan of merger, all of the rights, privileges, immunities, powers, and purposes
20of each constituent entity vest in the surviving entity.
AB566,174,2421 (h) Except as otherwise provided in the articles and plan of merger, if a merging
22entity is a partnership, limited liability company, or other entity subject to
23dissolution under its governing law, the merger does not dissolve the merging entity
24for the purposes of its governing law.
AB566,175,4
1(2) (a) When a merger takes effect, the department is an agent of any foreign
2surviving entity for service of process in a proceeding to enforce any obligation or the
3rights of interest holders, in their capacity as such, of each domestic limited
4partnership constituent entity.
AB566,175,75 (b) When a merger takes effect, any foreign surviving entity shall timely honor
6the rights and obligations of interest holders under this chapter with respect to each
7domestic limited partnership constituent entity.
AB566,175,13 8(3) When a merger takes effect, any foreign surviving entity may be served with
9process in this state for the collection and enforcement of any debts, obligations, or
10other liabilities of a domestic merging entity in the manner provided in s. 179.0121,
11except that references to the department in that section shall be treated as references
12to the appropriate authority under the foreign surviving entity's governing law for
13purposes of applying this subsection.
AB566,175,18 14179.1131 Interest exchange authorized. (1) A domestic limited
15partnership may acquire all of one or more classes or series of interests of another
16domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest
17exchange if the interest exchange is permitted under the governing law applicable
18to the partnership and the acquired entity.
AB566,175,23 19(2) All of one or more classes or series of interests of a domestic limited
20partnership may be acquired by another domestic or foreign entity pursuant to ss.
21179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is
22permitted under the governing law applicable to the acquiring entity and the
23partnership.
AB566,175,25 24179.1132 Plan of interest exchange. (1) A plan of interest exchange must
25be in a record and contain all of the following:
AB566,176,2
1(a) As to both the acquiring entity and the acquired entity, its name, type of
2entity, and governing law.
AB566,176,33 (b) The terms and conditions of the interest exchange.
AB566,176,64 (c) The manner and basis of exchanging the interests to be acquired for
5interests, securities, or obligations of the surviving entity, rights to acquire such
6interests or securities, money, other property, or any combination of the foregoing.
AB566,176,97 (d) Any proposed amendments to the organizational documents of the
8acquiring or acquired entity that will take effect when the interest exchange becomes
9effective.
AB566,176,1110 (e) Any other matters required under the governing law of the acquired or
11acquiring entity.
AB566,176,1212 (f) A statement whether s. 179.1161 applies to the interest exchange.
AB566,176,15 13(2) In addition to the requirements of sub. (1), a plan of interest exchange may
14contain any other provision relating to the interest exchange and not prohibited by
15law.
AB566,176,19 16179.1133 Approval of interest exchange; amendment; abandonment.
17(1) Subject to s. 179.1161, a plan of interest exchange must be approved by a vote
18or consent of all of the following with respect to each domestic limited partnership
19acquired entity:
AB566,176,2020 (a) All general partners.
AB566,176,2221 (b) Partners owning a majority of the rights to receive distributions, whether
22as a general partner, limited partner, or both.
AB566,177,4 23(2) Subject to s. 179.1161 and the governing law of each of the acquiring entity
24and acquired entity, after a plan of interest exchange is approved, and at any time
25before an interest exchange becomes effective, except as otherwise provided in the

1plan of interest exchange, the acquiring and acquired entities may amend the plan
2of interest exchange or abandon the interest exchange as provided in the plan of
3interest exchange with the same vote or consent as was required to approve the plan
4of interest exchange.
AB566,177,13 5(3) If, after articles of interest exchange have been delivered to the department
6for filing and before the interest exchange becomes effective, the plan of interest
7exchange is amended in a manner that requires an amendment to the articles of
8interest exchange or if the interest exchange is abandoned, a statement of
9amendment or abandonment, signed by either the acquiring entity or the acquired
10entity, must be delivered to the department for filing before the interest exchange
11becomes effective. When a statement of abandonment becomes effective, the interest
12exchange is abandoned and does not become effective. The statement of amendment
13or abandonment must contain all of the following:
AB566,177,1414 (a) The name of the acquiring and acquired entities.
AB566,177,1515 (b) The amendment to or abandonment of the articles of interest exchange.
AB566,177,1716 (c) A statement that the amendment or abandonment was approved in
17accordance with this section.
AB566,177,20 18(4) In addition to approval under sub. (1), a plan of interest exchange must be
19approved by any acquiring or acquired entity that is not a domestic limited
20partnership in accordance with any requirements of its governing law.
AB566,177,25 21179.1134 Filings required for interest exchange; effective date. (1)
22After an interest exchange has been approved with respect to the acquiring and
23acquired entity in accordance with their governing laws, the acquiring entity shall
24deliver, or cause to be delivered, to the department for filing articles of interest
25exchange setting forth all of the following:
AB566,178,1
1(a) The name, type of entity, and governing law of the acquired entity.
AB566,178,22 (b) The name, type of entity, and governing law of the acquiring entity.
AB566,178,43 (c) A statement that the plan of interest exchange has been approved by the
4acquired and acquiring entities in accordance with their respective governing laws.
AB566,178,75 (d) Any amendments to the organizational documents of the acquired or
6acquiring entity that are to be in a public record under their respective governing
7laws or, if there are no such amendments, a statement to that effect.
AB566,178,98 (e) A statement that the plan of interest exchange is on file at the principal
9office of the acquiring entity.
AB566,178,1110 (f) A statement that upon request the acquiring entity will provide a copy of the
11plan of interest exchange to any interest holder of the acquired entity.
AB566,178,14 12(2) In addition to the requirements of sub. (1), articles of interest exchange may
13contain any other provisions relating to the interest exchange, as determined by the
14acquiring entity in accordance with the plan of interest exchange.
AB566,178,16 15(3) An interest exchange takes effect at the effective date and time of the
16articles of interest exchange.
AB566,178,18 17179.1135 Effect of interest exchange. (1) When an interest exchange
18becomes effective, all of the following apply:
AB566,178,2519 (a) The interests in the acquired entity which are the subject of the interest
20exchange are exchanged as provided in the plan of interest exchange, and the former
21interest holders of those interests are entitled only to the rights provided to them
22under the plan of interest exchange or to their rights, if any, under ss. 178.1161,
23179.1161, 180.1301 to 180.1331, 181.1180, or otherwise under the governing law of
24the acquired entity. All other terms and conditions of the interest exchange also take
25effect.
AB566,179,2
1(b) The acquiring entity becomes the interest holder of the interests which are
2the subject of the interest exchange as provided in the plan of interest exchange.
AB566,179,63 (c) The provisions of the organizational documents of the acquiring and
4acquired entity are amended to the extent, if any, provided in the plan of interest
5exchange and to the extent such amendments are to be reflected in a public record,
6as provided in the articles of interest exchange.
AB566,179,10 7(2) Except as otherwise provided in the articles and plan of interest exchange,
8if the acquired entity is a domestic or foreign partnership, limited liability company,
9or other organization subject to dissolution under its governing law, the interest
10exchange does not dissolve the acquired entity.
AB566,179,12 11(3) (a) Except as provided in this subsection, no interest holder shall have
12interest holder liability with respect to either the acquiring or acquired entity.
AB566,179,1913 (b) If, under the governing law of either entity, one or more of the interest
14holders thereof had interest holder liability prior to the interest exchange with
15respect to the entity, such interest holder or holders shall continue to have such
16liability and any associated contribution and other rights to the extent provided in
17such governing law with respect to debts, obligations, and other liabilities of the
18entity that accrued during the period or periods in which such interest holder or
19holders had such interest holder liability.
AB566,179,2520 (c) If, under the governing law of either entity, one or more of the interest
21holders thereof will have interest holder liability after the interest exchange with
22respect to the entity, such interest holder or holders shall have such liability and any
23associated contribution and other rights to the extent provided in such governing law
24with respect to the debts, obligations, and other liabilities of the entity that accrue
25on or after the interest exchange.
AB566,180,1
1(d) This subsection does not affect liability under any taxation laws.
AB566,180,5 2(5) (a) When an interest exchange takes effect, the department is an agent of
3any foreign acquiring entity for service of process in a proceeding to enforce any
4obligation or the rights of interest holders, in their capacity as such, of each domestic
5limited partnership acquired entity.
AB566,180,86 (b) When an interest exchange takes effect, any foreign acquiring entity shall
7timely honor the rights and obligations of interest holders under this chapter with
8respect to each domestic limited partnership acquired entity.
AB566,180,14 9(6) When an interest exchange takes effect, any foreign acquiring entity may
10be served with process in this state for the collection and enforcement of any debts,
11obligations, or other liabilities of a domestic acquired entity in the manner provided
12in s. 179.0121, except that references to the department in that section shall be
13treated as references to the appropriate authority under the foreign acquiring
14entity's governing law for purposes of applying this subsection.
AB566,180,19 15179.1141 Conversion authorized. (1) A domestic limited partnership may
16convert to another type of domestic entity, or to any type of foreign entity, pursuant
17to ss. 179.1141 to 179.1145 and a plan of conversion if the conversion is permitted
18under the governing law of the converting entity and the governing law that is to
19apply to the converted entity.
AB566,180,24 20(2) A foreign or domestic entity, other than a domestic limited partnership, may
21convert to a domestic limited partnership pursuant to ss. 179.1141 to 179.1145 and
22a plan of conversion if the conversion is permitted under the governing law of the
23converting entity and the converted entity will satisfy the definition of a limited
24partnership under this chapter immediately after the conversion.
AB566,181,2
1179.1142 Plan of conversion. (1) A plan of conversion must be in a record
2and contain all of the following:
AB566,181,33 (a) The name, type of entity, and governing law of the converting entity.
AB566,181,44 (b) The name, type of entity, and governing law of the converted entity.
AB566,181,55 (c) The terms and conditions of the conversion.
AB566,181,86 (d) The manner and basis of converting the interests in the converting entity
7into interests, securities, or obligations of the surviving entity, rights to acquire such
8interests or securities, money, other property, or any combination of the foregoing.
AB566,181,109 (e) The organizational documents of the converted entity that are to be in a
10record immediately after the conversion becomes effective.
AB566,181,1211 (f) Any other matters required by the governing law of the converting or the
12converted entity.
AB566,181,14 13(2) In addition to the requirements of sub. (1), a plan of conversion may contain
14any other provision relating to the conversion and not prohibited by law.
AB566,181,17 15179.1143 Approval of conversion; amendment; abandonment. (1) (a)
16Subject to s. 179.1161, a plan of conversion must be approved by a vote or consent of
17all of the following with respect to a converting domestic limited partnership:
AB566,181,1818 1. All general partners.
AB566,181,2019 2. Partners owning a majority of the rights to receive distributions, whether
20as a general partner, limited partner, or both.
AB566,181,2221 (b) A plan of conversion into a domestic limited partnership converted entity
22must be approved pursuant to the governing law of the converting entity.
AB566,182,3 23(2) Subject to s. 179.1161 and the governing law of each of the converting entity
24and converted entity, after a plan of conversion is approved, and at any time before
25a conversion becomes effective, except as otherwise provided in the plan of

1conversion, the converting entity may amend the plan of conversion or abandon the
2conversion as provided in the plan of conversion with the same vote or consent as was
3required to approve the plan of conversion.
AB566,182,11 4(3) If, after articles of conversion have been delivered to the department for
5filing and before the conversion becomes effective, the plan of conversion is amended
6in a manner that requires an amendment to the articles of conversion or if the
7conversion is abandoned, a statement of amendment or abandonment, signed by the
8converting entity, must be delivered to the department for filing before the
9conversion becomes effective. When a statement of abandonment becomes effective,
10the conversion is abandoned and does not become effective. The statement of
11amendment or abandonment must contain all of the following:
AB566,182,1312 (a) The name of the converting entity and the converted entity under the plan
13of conversion.
AB566,182,1414 (b) The amendment to or abandonment of the articles of conversion.
AB566,182,1615 (c) A statement that the amendment or abandonment was approved in
16accordance with this section.
AB566,182,20 17179.1144 Filings required for conversion; effective date. (1) After the
18converting entity has approved a plan of conversion in accordance with its governing
19law, the converting entity shall deliver, or cause to be delivered, to the department
20for filing articles of conversion setting forth all of the following:
AB566,182,2121 (a) The name, type of entity, and governing law of the converting entity.
AB566,182,2222 (b) The name, type of entity, and governing law of the converted entity.
AB566,182,2423 (c) A statement that the plan of conversion has been approved and adopted by
24the converting entity in accordance with its governing law.
AB566,183,2
1(d) Any organizational documents of the converted entity that are to be in a
2public record under its governing law.
AB566,183,43 (e) A statement that the plan of conversion is on file at the principal office of
4the converted entity.
AB566,183,65 (f) A statement that upon request the converted entity will provide a copy of
6the plan of conversion to any interest holder of the converting entity.
AB566,183,77 (g) A statement whether s. 179.1161 applies to the conversion.
AB566,183,10 8(2) In addition to the requirements of sub. (1), the articles of conversion may
9contain any other provisions relating to the conversion, as determined by the
10converting entity in accordance with the plan of conversion.
AB566,183,14 11(3) If the converted entity is a foreign entity that will be required to register
12to do business in this state immediately after the conversion and it has not previously
13registered to do so or been assigned a registration to do so under s. 179.1009, it shall
14so register.
AB566,183,16 15(4) A conversion takes effect at the effective date and time of the articles of
16conversion.
AB566,183,18 17179.1145 Effect of conversion. (1) When a conversion becomes effective, all
18of the following apply:
AB566,183,2219 (a) The converting entity continues its existence in the form of the converted
20entity and is the same entity that existed before the conversion, except that the
21converting entity is no longer subject to the governing law that applied prior to the
22conversion and is subject to the governing law of the converted entity.
AB566,183,2423 (am) 1. Except as provided in this paragraph, no interest holder shall have
24interest holder liability with respect to the converting or converted entity.
AB566,184,7
12. If, under the governing law of the converting entity, one or more of the
2interest holders thereof had interest holder liability prior to the conversion with
3respect to the converting entity, such interest holder or holders shall continue to have
4such liability and any associated contribution and other rights to the extent provided
5in such governing law with respect to the debts, obligations, and other liabilities of
6the converting entity that accrued during the period or periods in which such interest
7holder or holders had such interest holder liability.
AB566,184,138 3. If, under the governing law of the converted entity, one or more of the interest
9holders thereof will have interest holder liability after the conversion with respect
10to the converted entity, such interest holder or holders will have such liability and
11any associated contribution and other rights to the extent provided in such governing
12law with respect to the debts, obligations, and other liabilities of the converted entity
13that accrue after the conversion.
AB566,184,1414 4. This paragraph does not affect liability under any taxation laws.
AB566,184,1615 (b) The title to all property owned by the converting entity is vested in the
16converted entity without transfer, reversion, or impairment.
AB566,184,1817 (c) The converted entity has all debts, obligations, and other liabilities of the
18converting entity.
AB566,184,2119 (d) A civil, criminal, or administrative proceeding pending by or against the
20converting entity may be continued as if the conversion did not occur, or the
21converted entity may be substituted in the proceeding for the converting entity.
AB566,184,2422 (e) The organizational documents of the converted entity are as provided in the
23plan of conversion and, to the extent such organizational documents are to be
24reflected in a public record, as provided in the articles of conversion.
AB566,185,8
1(f) The interests of the converting entity that are to be converted into interests,
2securities, or obligations of the surviving entity, rights to acquire such interests or
3securities, money, other property, or any combination of the foregoing, are converted
4as provided in the plan of conversion, and the former interest holders of the
5converting entity are entitled only to the rights provided in the plan of conversion or
6to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180,
7or otherwise under the governing law of the converting entity. All other terms and
8conditions of the conversion also take effect.
AB566,185,119 (g) Except as prohibited by other law or as otherwise provided in the articles
10and plan of conversion, all of the rights, privileges, immunities, powers, and
11purposes of the converting entity vest in the converted entity.
AB566,185,1512 (h) Except as otherwise provided in the articles and plan of conversion, if the
13converting entity is a partnership, limited liability company, or other entity subject
14to dissolution under its governing law, the conversion does not dissolve the
15converting entity for the purposes of its governing law.
Loading...
Loading...