179.76(7)
(7) The department, by rule, may specify a larger fee for filing a certificate of conversion under
sub. (5) in paper format.
179.76 History
History: 2001 a. 44;
2005 a. 476.
179.76 Annotation
Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
179.77(1)(1) One or more domestic limited partnerships may merge with or into one or more other business entities if the merger is permitted under the applicable laws of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity.
179.77(2)
(2) The plan of merger shall set forth all of the following:
179.77(2)(a)
(a) The name, form of business entity, and identity of the jurisdiction governing each business entity that is a party to the merger and the name, form of business entity, and identity of the jurisdiction of the surviving business entity with, or into, which each other business entity proposes to merge.
179.77(2)(b)
(b) The manner and basis of converting the interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or in part.
179.77(3)
(3) The plan of merger may set forth any of the following:
179.77(3)(a)
(a) Amendments to the certificate of limited partnership or other similar governing document of the surviving business entity.
179.77(4)
(4) After a merger is authorized, and at any time before the articles of merger are filed with the department, the planned merger may be abandoned, subject to any contractual rights, without further action on the part of the shareholders or other owners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the governing body of any business entity that is a party to the merger.
179.77(5)
(5) After a plan of merger is approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity, the surviving business entity shall deliver to the department the fee specified under
sub. (5m) and articles of merger that include all of the following:
179.77(5)(b)
(b) A statement that the plan was approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity.
179.77(5)(bm)
(bm) A statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate.
179.77(5)(c)
(c) The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger under
s. 179.11 (2).
179.77(5)(d)
(d) Other provisions relating to the merger, as determined by the surviving business entity.
179.77(5m)
(5m) The fee for filing articles of merger is $150, except that the department, by rule, may specify a larger fee for filing articles in paper format.
179.77(5r)
(5r) If the department prescribes a form for the articles of merger under
sub. (5), the form shall indicate that if a business entity that is acquired in the merger has a fee simple ownership interest in Wisconsin real estate, the business entity that survives the merger is required to file a report with the department of revenue under
s. 73.14.
179.77(6)
(6) A merger has the following effects:
179.77(6)(a)
(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every business entity, except the surviving business entity, ceases.
179.77(6)(b)1.1. If, under the laws applicable to a business entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners.
179.77(6)(b)2.
2. If, under the laws applicable to the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity to the extent provided in such laws, but only for such debts and obligations accrued after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in
subd. 1.
179.77(6)(c)
(c) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment.
179.77(6)(d)
(d) The surviving business entity has all liabilities of each business entity that is party to the merger.
179.77(6)(e)
(e) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.
179.77(6)(f)
(f) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.
179.77(6)(g)
(g) The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or to their rights under the laws applicable to each business entity that is a party to the merger.
179.77(6)(h)
(h) If the surviving business entity is a foreign business entity, the department is the agent of the surviving foreign business entity for service of process in a proceeding to enforce any obligation of any business entity that is a party to the merger or the rights of the dissenting members or other owners of each business entity that is a party to the merger.
179.77(6)(i)
(i) When a merger takes effect, any surviving foreign business entity of the merger shall promptly pay to the dissenting shareholders of each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger the amount, if any, to which they are entitled under
ss. 180.1301 to
180.1331 or under any law applicable to the other domestic business entity.
179.77 History
History: 2001 a. 44,
105;
2005 a. 476.
FOREIGN LIMITED PARTNERSHIPS
179.81
179.81
Law governing. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners.
179.81 History
History: 1983 a. 173.
179.82
179.82
Registration. Before transacting business in this state, a foreign limited partnership shall register with the department. A foreign limited partnership shall submit in duplicate, together with a filing fee of $75, an application for registration as a foreign limited partnership, signed and sworn to by a general partner, except that the department, by rule, may specify a larger fee for applications that are filed in paper format. Each application shall set forth all of the following:
179.82(1)
(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state.
179.82(2)
(2) The state and date of its formation.
179.82(4)
(4) The name and address of an agent for service of process on the foreign limited partnership, who must be an individual resident of this state, a domestic corporation, nonstock corporation, limited partnership, registered limited liability partnership, 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.
179.82(5)
(5) A statement that the department is appointed the agent of the foreign limited partnership for service of process under
s. 179.88 if the agent's authority has been revoked or the agent cannot be found or served with the exercise of reasonable diligence.
179.82(6)
(6) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not required, of the principal office of the foreign limited partnership.
179.82(7)
(7) The name and business address of each general partner.
179.82(8)
(8) The address of the office at which the foreign limited partnership keeps a list of the names and addresses of the limited partners and their capital contributions, and an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn.
179.83
179.83
Issuance of registration. 179.83(1)
(1) If the department finds that an application for registration conforms to law and all requisite fees have been paid, the department shall:
179.83(1)(a)
(a) Endorse on the application the word "Filed", and the month, day and year of the filing thereof.
179.83(1)(b)
(b) File a duplicate original of the application.
179.83(1)(c)
(c) Issue a certificate of registration to transact business in this state.
179.83(2)
(2) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative.
179.83 History
History: 1983 a. 173;
1995 a. 27.
179.84
179.84
Name. A foreign limited partnership may register with the department under any name that includes the words "limited partnership" or the abbreviation "L.P." or "LP", if the name could be registered by a domestic limited partnership.
179.85
179.85
Amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the department, together with a filing fee of $15, a certificate, signed and sworn to by a general partner, correcting the statement.
179.85 History
History: 1983 a. 173;
1995 a. 27.
179.86
179.86
Cancellation of registration. 179.86(1)
(1) A foreign limited partnership may cancel its registration by filing with the department, together with a filing fee of $15, a certificate of cancellation signed and sworn to by a general partner, except that the department, by rule, may specify a larger fee for certificates that are filed in paper format.
179.86(2)
(2) A cancellation does not terminate the authority of the department to accept service of process on the foreign limited partnership with respect to claims arising out of the transaction of business in this state.
179.86(3)
(3) Upon application by a district attorney or the attorney general, a court shall cancel the registration of a foreign limited partnership if the foreign limited partnership has violated
s. 940.302 (2) or
948.051 (2).
179.87
179.87
Transaction of business without registration. 179.87(1)(1) A foreign limited partnership transacting business in this state may not initiate any action, suit or proceeding in any court of this state unless it is registered in this state.
179.87(2)
(2) The failure of a foreign limited partnership to register or maintain registration in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending or bringing counterclaims or cross claims in any action, suit or proceeding in any court of this state.
179.87(3)
(3) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
179.87(4)
(4) A foreign limited partnership, by transacting business in this state without registration, appoints the department as its agent for service of process under
s. 179.88 with respect to claims arising out of the transaction of business in this state.
179.87 History
History: 1983 a. 173;
1995 a. 27.
179.88
179.88
Substituted service. Service of process on the department under this subchapter shall be made by serving of duplicate copies of the process on the department, together with the fee established under
s. 182.01 (4) (c). The department shall mail notice of the service and a copy of the process within 10 days addressed to the foreign limited partnership at its office in the state of its organization or its principal office, as appearing on the records of the department from information supplied under
s. 179.82 (6). The time within which the foreign limited partnership may answer or move to dismiss under
s. 802.06 (2) does not start to run until 10 days after the date of the mailing. The department shall keep a record of service of process under this section showing the day and hour of service and the date of mailing.
179.89
179.89
Action by attorney general. The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this subchapter.
179.89 History
History: 1983 a. 173.
DERIVATIVE ACTIONS
179.91
179.91
Right to bring derivative action. Subject to
s. 179.92, a limited partner may bring an action on behalf of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
179.91 History
History: 1983 a. 173,
538.
179.92
179.92
Proper plaintiff. In a derivative action, the plaintiff must be a partner at the time of bringing the action and must satisfy any of the following conditions:
179.92(1)
(1) Have been a partner at the time of the transaction which is the subject of the complaint.
179.92(2)
(2) Derive his or her status as a partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
179.92 History
History: 1983 a. 173;
1989 a. 232.
179.93
179.93
Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
179.93 History
History: 1983 a. 173.
179.94
179.94
Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall direct the plaintiff to remit to the limited partnership the remainder of the proceeds.
179.94 History
History: 1983 a. 173.
