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AB854,160,2020 (g) The foreign limited partnership violates s. 940.302 (2) or 948.051 (2).
AB854,160,24 21(2) If the department receives a certificate under sub. (1) (f) and a statement
22by the foreign limited partnership that the certificate is submitted to terminate its
23authority to do business in this state, the department shall terminate the foreign
24limited partnership's registration under s. 179.10102 (2) (b).
AB854,161,4
1(3) A court may terminate under s. 946.87 the registration of a foreign limited
2partnership authorized to transact business in this state. The court shall notify the
3department of the action, and the department shall terminate the foreign limited
4partnership's registration under s. 179.10102.
AB854,161,9 5179.10102 Procedure for and effect of termination. (1) If the department
6determines that one or more grounds exist under s. 179.10101 for termination of a
7foreign limited partnership's registration, the department may give the foreign
8limited partnership notice of the determination. The notice shall be in writing and
9addressed to the registered agent of the foreign limited partnership.
AB854,161,13 10(2) (a) Within 60 days after the notice under sub. (1) takes effect under s.
11179.0103 (7m), the foreign limited partnership shall, with respect to each ground for
12termination, either correct it or demonstrate to the reasonable satisfaction of the
13department that it does not exist.
AB854,161,2014 (b) If the foreign limited partnership fails to satisfy par. (a), the department
15may terminate the foreign limited partnership's registration by entering a notation
16in the department's records to reflect each ground for termination and the effective
17date of the termination. The department shall give the foreign limited partnership
18notice of each ground for termination and the effective date of the termination. The
19notice shall be in writing and addressed to the registered agent of the foreign limited
20partnership in this state.
AB854,161,2321 (c) 1. The department shall reinstate the registration if the foreign limited
22partnership does all of the following within 6 months after the effective date of the
23termination:
AB854,161,2424 a. Corrects each ground for termination.
AB854,162,2
1b. Pays any fees or penalties due the department under this chapter or $5,000,
2whichever is less.
AB854,162,53 2. A reinstatement under this paragraph shall relate back to and take effect
4as of the effective date of the termination, and the foreign limited partnership may
5resume carrying on its business as if the termination never occurred.
AB854,162,9 6(3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as
7undeliverable, the department shall again give notice to the foreign limited
8partnership. Except as provided under par. (b), the notice shall be in writing and
9addressed to the principal office of the foreign limited partnership.
AB854,162,1310 (b) If the notice under par. (a) is returned to the department as undeliverable
11or if the foreign limited partnership's principal office cannot be determined from the
12records of the department, the department shall give notice by posting the notice on
13the department's Internet site.
AB854,162,16 14(4) The authority of a foreign limited partnership to transact business in this
15state, other than as provided in s. 179.1005 (1) and (2), ends on the effective date of
16the termination of its registration.
AB854,162,22 17(5) If the department or a court terminates a foreign limited partnership's
18registration, the foreign limited partnership may be served under s. 179.0121(2) or
19(3) or the foreign limited partnership's registered agent may be served until the
20registered agent's authority is terminated, in any civil, criminal, administrative, or
21investigatory proceeding based on a cause of action which arose while the foreign
22limited partnership was authorized to do business in this state.
AB854,162,24 23(6) Termination of a foreign limited partnership's registration does not
24terminate the authority of its registered agent.
AB854,163,8
1179.10103 Appeal from termination. (1) A foreign limited partnership may
2appeal the department's termination of its registration under s. 179.10102 to the
3circuit court for the county where the foreign limited partnership's principal office
4or, if none in this state, the office of its registered agent is located, within 30 days after
5the notice of termination takes effect under s. 179.0103 (7m). The foreign limited
6partnership shall appeal by petitioning the court to set aside the termination and
7attaching to the petition copies of its registration and the department's notice of
8termination.
AB854,163,10 9(2) The court may order the department to reinstate the registration or may
10take any other action that the court considers appropriate.
AB854,163,11 11(3) The court's final decision may be appealed as in other civil proceedings.
AB854,163,15 12179.1011 Withdrawal of registration of registered foreign limited
13partnership. (1)
A registered foreign limited partnership may withdraw its
14registration by delivering a statement of withdrawal to the department for filing.
15The statement of withdrawal must state all of the following:
AB854,163,1616 (a) The name of the partnership and the jurisdiction of its governing law.
AB854,163,1817 (b) That the partnership is not doing business in this state and that it
18withdraws its registration to do business in this state.
AB854,163,2319 (c) Whether the partnership revokes the authority of its registered agent to
20accept service on its behalf and, in any event, that it also consents to service of process
21under sub. (2) in any civil, criminal, administrative, or investigatory proceeding
22based on a cause of action arising during the time the partnership was registered to
23do business in this state.
AB854,164,3
1(d) The mailing address of its principal office or, if it has no principal office, an
2address to which service of process may be made under sub. (2), and a commitment
3to notify the department in the future of any change in such address.
AB854,164,7 4(2) After the withdrawal of the registration of a foreign limited partnership,
5service of process in any action or proceeding based on a cause of action arising
6during the time the partnership was registered to do business in this state may be
7made pursuant to s. 179.0121.
AB854,164,10 8179.1012 Action by attorney general. The attorney general may maintain
9an action to enjoin a foreign limited partnership from doing business in this state in
10violation of this subchapter.
AB854,164,1111 subchapter XI
AB854,164,13 12MERGER, INTEREST EXCHANGE,
13 CONVERSION, AND DOMESTICATION
AB854,164,14 14179.1101 Definitions. In this subchapter:
AB854,164,16 15(1) “Acquired entity" means the entity all of one or more classes or series of
16interests of which are acquired in an interest exchange.
AB854,164,18 17(2) “Acquiring entity" means the entity that acquires all of one or more classes
18or series of interests of the acquired entity in an interest exchange.
AB854,164,20 19(2m) “Constituent entity" means a merging entity or a surviving entity in a
20merger.
AB854,164,21 21(3) “Conversion" means a transaction authorized by ss. 179.1141 to 179.1145.
AB854,164,23 22(4) “Converted entity" means the converting entity as it continues in existence
23after a conversion.
AB854,164,24 24(5) “Converting entity" means an entity that engages in a conversion.
AB854,165,2
1(8) “Domesticated entity" means the domesticating entity as it continues in
2existence after a domestication.
AB854,165,4 3(9) “Domesticating entity" means either a non-United States entity or a
4Wisconsin limited partnership that engages in a domestication.
AB854,165,6 5(10) “Domestication" means a transaction authorized by ss. 179.1151 to
6179.1155.
AB854,165,7 7(16) “Interest" means any of the following:
AB854,165,88 (a) A share in a business corporation.
AB854,165,99 (b) A membership in a nonprofit or nonstock corporation.
AB854,165,1010 (c) A partnership interest in a general partnership.
AB854,165,1111 (d) A partnership interest in a limited partnership.
AB854,165,1212 (e) A membership interest in a limited liability company.
AB854,165,1313 (f) A membership interest or stock in a general cooperative association.
AB854,165,1414 (g) A membership interest in a limited cooperative association.
AB854,165,1515 (h) A membership in an unincorporated association.
AB854,165,1716 (i) A beneficial interest in a statutory trust, business trust, or common-law
17business trust.
AB854,165,1818 (j) A comparable interest in any other type of unincorporated entity.
AB854,165,20 19(17) “Interest exchange" means a transaction authorized by ss. 179.1131 to
20179.1135.
AB854,165,21 21(18) “Interest holder" means any of the following:
AB854,165,2222 (a) A shareholder of a business corporation.
AB854,165,2323 (b) A member of a nonprofit or nonstock corporation.
AB854,165,2424 (c) A general partner of a general partnership.
AB854,165,2525 (d) A general partner of a limited partnership.
AB854,166,1
1(e) A limited partner of a limited partnership.
AB854,166,22 (f) A member of a limited liability company.
AB854,166,33 (g) A member or stockholder of a general cooperative association.
AB854,166,44 (h) A member of a limited cooperative association.
AB854,166,55 (i) A member of an unincorporated association.
AB854,166,76 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or
7common-law business trust.
AB854,166,88 (k) Any other direct holder of an interest.
AB854,166,9 9(19) “Interest holder liability" means any of the following:
AB854,166,1110 (a) Personal liability for a debt, obligation, or other liability of an entity which
11is imposed on a person under any of the following circumstances:
AB854,166,1312 1. Solely by reason of the status of the person as an interest holder of the entity
13under its governing law.
AB854,166,1714 2. Under the organizational documents of the entity in accordance with its
15governing law which make one or more specified interest holders or categories of
16interest holders liable in their capacity as interest holders for all or specified
17liabilities of the entity.
AB854,166,1918 (b) An obligation of an interest holder of an entity under its organizational
19documents to contribute to the entity.
AB854,166,20 20(20) “Merger" means a transaction authorized by ss. 179.1121 to 179.1125.
AB854,166,22 21(21) “Merging entity" means an entity that is a party to a merger and exists
22immediately before the merger becomes effective.
AB854,166,25 23(22m) “Non-United States entity" means an entity whose governing law is the
24law of any jurisdiction other than the United States or any state, but does not include
25an entity that has domesticated under the law of any other state.
AB854,167,3
1(23m) “Organizational documents" means, with respect to an entity, whether
2in a record or, to the extent permitted under the entity's governing law, other than
3in a record, the following or its equivalent under the entity's governing law:
AB854,167,54 (a) For a domestic or foreign corporation, whether or not for profit, its articles
5of incorporation and bylaws.
AB854,167,96 (b) For a domestic or foreign partnership, its partnership agreement and, in the
7case of a domestic or foreign limited liability partnership, its statement of
8qualification as a limited liability partnership or foreign limited liability
9partnership.
AB854,167,1110 (c) For a domestic or foreign limited partnership, its certificate of limited
11partnership and partnership agreement.
AB854,167,1312 (d) For a domestic or foreign limited liability company, its certificate or articles
13of organization and operating agreement.
AB854,167,1414 (e) For a business trust, its agreement of trust and declaration of trust.
AB854,167,1715 (f) For any other entity, the basic records, agreements, or other items that
16create the entity and control its internal governance and the relations among its
17interest holders.
AB854,167,20 18(24) “Plan" means a plan of merger under s. 179.1122, a plan of interest
19exchange under s. 179.1132, a plan of conversion under s. 179.1142, or a plan of
20domestication under s. 179.1152.
AB854,167,22 21(37) “Surviving entity" means the entity that continues in existence after or is
22created by a merger.
AB854,167,23 23(38) “Type of entity" means a generic form of entity that is any of the following:
AB854,167,2424 (a) Recognized at common law.
AB854,167,2525 (b) Recognized under a governing law.
AB854,168,3
1179.1102 Relationship of subchapter to other laws. (1) This subchapter
2does not authorize an act prohibited by, and does not affect the application or
3requirements of, law other than this subchapter.
AB854,168,8 4(2) A transaction effected under this subchapter may not create or impair a
5right, duty, or obligation of a person under the law of this state, other than this
6subchapter, relating to a change in control, takeover, business combination,
7control-share acquisition, or similar transaction involving a domestic constituent,
8acquired, or converting entity.
AB854,168,16 9179.1103 Existing purpose. (2) Property held for a charitable purpose under
10the law of this state by a domestic or foreign entity immediately before a transaction
11under this subchapter becomes effective may not, as a result of the transaction, be
12diverted from the objects for which it was donated, granted, devised, or otherwise
13transferred. An entity that is or plans to be engaged in a transaction covered by this
14subchapter may apply to the circuit court for a determination regarding the
15transaction's compliance with cy pres or other law dealing with nondiversion of
16charitable assets.
AB854,168,20 17(3) A bequest, devise, gift, grant, or promise contained in a will or other
18instrument of donation, subscription, or conveyance that is made to a merging entity
19which is not the surviving entity and that takes effect or remains payable after the
20merger inures to the surviving entity.
AB854,168,23 21(4) A trust obligation that would govern property if transferred to a
22nonsurviving entity applies to property that is transferred to the surviving entity
23under this section.
AB854,169,3
1179.1104 Nonexclusivity. The fact that a transaction under this subchapter
2produces a certain result does not preclude the same result from being accomplished
3in any other manner permitted by law other than this subchapter.
AB854,169,8 4179.1105 Reference to external facts. A plan may refer to facts
5ascertainable outside the plan if the manner in which the facts will operate upon the
6plan is specified in the plan. The facts may include the occurrence of an event or a
7determination or action by a person, whether or not the event, determination, or
8action is within the control of a party to the transaction.
AB854,169,13 9179.1121 Merger authorized. (1) One or more domestic limited
10partnerships may merge with or into one or more other constituent entities pursuant
11to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the
12governing law of each constituent entity and each constituent entity approves the
13plan of merger in the manner required by its governing law.
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