AB837,132,21 18(2) Except as otherwise provided in the articles and plan of domestication, if
19the domesticating entity is a partnership, limited liability company, or other entity
20subject to dissolution under its governing law, the domestication does not dissolve
21the domesticating entity for the purposes of its governing law.

AB837,132,24 22(3) A domesticated Wisconsin entity consents to the jurisdiction of the courts
23of this state to enforce any debt, obligation, or other liability owed by the
24domesticating or domesticated entity.

1178.1161 Restrictions on approval of mergers, interest exchanges,
2conversions and domestications. (1) Except as provided in sub. (2), a merger,
3interest exchange, conversion, or domestication of a domestic partnership may not
4do any of the following with respect to a partner:

AB837,133,115 (a) Materially increase the current or potential obligations of the partner in the
6constituent, acquiring, acquired, converting, or domesticating partnership, whether
7as a result of becoming subject to interest holder liability with respect to the
8obligations of the surviving, acquiring, converted, or domesticated entity as a
9consequence of being an owner of the entity, becoming subject to affirmative or
10negative obligations under the organizational documents of the entity, becoming
11subject to tax on the income of the entity, or otherwise.

AB837,133,1312 (b) Treat the partner's interests in the partnership in a manner different from
13the interests of the same class held by any other partner.

AB837,133,15 14(2) Subsection (1) shall not apply with respect to a partner if any of the
15following is applicable:

AB837,133,1716 (a) The partner consents to the merger, interest exchange, conversion, or
17domestication.

AB837,133,2218 (b) The partnership offers to have the partner's interest in the partnership
19purchased, prior to the merger, interest exchange, conversion, or domestication, in
20the manner provided in s. 178.0701 for a partner who has not wrongfully dissociated,
21without taking into account any modification of this provision under the partnership
22agreement.

AB837,134,4

1178.1201 Uniformity of application and construction. In applying and
2construing this chapter, consideration must be given to the need to promote
3uniformity of the law with respect to its subject matter among states that enact the
4uniform law.

AB837,134,10 5178.1202 Relation to electronic signatures in global and national
6commerce act. This chapter modifies, limits, and supersedes the Electronic
7Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
8modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize
9electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
107003 (b).

AB837,19 11Section 19. 179.04 (1) (b) of the statutes is renumbered 179.04 (1) (b) (intro.)
12and amended to read:

AB837,134,1413 179.04 (1) (b) (intro.) An agent for service of process on the limited partnership,
14which agent must be an any of the following:

AB837,134,15 151. An individual resident of this state, a .

AB837,134,21 162. A domestic corporation, nonstock corporation, limited partnership,
17registered limited liability partnership that has in effect a statement of qualification
18under s. 178.0901, or limited liability company, or a foreign corporation, nonstock
19corporation, limited partnership, registered limited liability partnership, or limited
20liability company authorized to do business in this state, whose business office is
21identical with the registered office.

AB837,135,223 179.065 (2) Section 178.07 (2) to (5) 178.0302 (1) (b) and (c) governs the
24authority of a general partner to transfer real property if the property is not in the

1name of the limited partnership or if the conveyance is not executed in the name of
2the limited partnership.

AB837,135,65 179.10 (2) Except when inconsistent with the provisions of this chapter, the
6provisions of ch. 178 also apply to a limited partnership.

AB837,135,118 179.70 (2) "Domestic business entity" means a corporation, as defined in s.
9180.0103 (5), a limited liability company, as defined in s. 183.0102 (10), a
10partnership, as defined in s. 178.0102 (11), a limited partnership, or a corporation,
11as defined in s. 181.0103 (5).

AB837,135,15 12(3) "Foreign business entity" means a foreign limited liability company, as
13defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a
14foreign limited partnership, a foreign corporation, as defined in s. 180.0103 (9), or a
15foreign corporation, as defined in s. 181.0103 (13).