AB854: Bill Text

AB854,83 Section 83 . 178.1004 (intro.) of the statutes is amended to read:

AB854,46,2 178.1004 Amendment or cancellation of foreign registration statement. (intro.) A registered foreign limited liability partnership shall deliver to the department for filing an amendment to, or cancellation of, as appropriate, its foreign registration statement if there is a change in any of the following:

AB854,84 Section 84 . 178.1004 (1) of the statutes is amended to read:

AB854,46,6 178.1004 (1) The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

AB854,85 Section 85 . 178.1004 (4) of the statutes is amended to read:

AB854,46,10 178.1004 (4) The information required by s. 178.1003 (5), unless such information has previously been changed pursuant to s. 178.0116, 178.0909, or 178.0913 (5).

AB854,86 Section 86 . 178.1006 (1) of the statutes is amended to read:

AB854,46,16 178.1006 (1) A foreign limited liability partnership whose name does not comply with s. 178.0902 (3) may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 178.0902 (3). After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name.

AB854,87 Section 87 . 178.1006 (2) of the statutes is amended to read:

AB854,46,21 178.1006 (2) If a registered foreign limited liability partnership changes its name to one that does not comply with s. 178.0902 (3), it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 178.0902 (3).

AB854,88 Section 88 . 178.1009 (1) (c) of the statutes is amended to read:

AB854,47,2 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).

AB854,89 Section 89 . 178.1009 (1) (f) of the statutes is amended to read:

AB854,47,6 178.1009 (1) (f) The street address of the applicant foreign entity's registered office in this state and the name and e-mail address of its registered agent at that address.

AB854,90 Section 90 . 178.10101 (1) (d) of the statutes is amended to read:

AB854,47,12 178.10101 (1) (d) The foreign limited liability partnership does not inform the department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.

AB854,91 Section 91 . 178.10102 (1) of the statutes is amended to read:

AB854,47,18 178.10102 (1) If the department determines that one or more grounds exist under s. 178.10101 for revocation of a foreign limited liability partnership's statement of foreign registration, the department may give the foreign limited liability partnership notice of the determination. The notice shall be in writing and addressed to the registered office agent of the foreign limited liability partnership.

AB854,92 Section 92 . 178.10102 (2) (b) of the statutes is amended to read:

AB854,48,2 178.10102 (2) (b) If the foreign limited liability partnership fails to satisfy par. (a), the department may revoke the foreign limited liability partnership's statement of foreign registration by entering a notation in the department's records to reflect each ground for revocation and the effective date of the revocation. The department shall give the foreign limited liability partnership notice of each ground for revocation and the effective date of the revocation. The notice shall be in writing and addressed to the registered office agent of the foreign limited liability partnership.

AB854,93 Section 93 . 178.1011 (1) (c) of the statutes is amended to read:

AB854,48,8 178.1011 (1) (c) That Whether the partnership revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the partnership was registered to do business in this state.

AB854,94 Section 94 . 178.1101 (16) (b) of the statutes is amended to read:

AB854,48,10 178.1101 (16) (b) A membership in a nonprofit or nonstock corporation.

AB854,95 Section 95 . 178.1101 (16) (h) of the statutes is amended to read:

AB854,48,12 178.1101 (16) (h) A membership in an unincorporated nonprofit association.

AB854,96 Section 96 . 178.1101 (18) (b) of the statutes is amended to read:

AB854,48,14 178.1101 (18) (b) A member of a nonprofit or nonstock corporation.

AB854,97 Section 97 . 178.1101 (18) (i) of the statutes is amended to read:

AB854,48,16 178.1101 (18) (i) A member of an unincorporated nonprofit association.

AB854,98 Section 98 . 178.1102 (2) of the statutes is amended to read:

AB854,48,22 178.1102 (2) A transaction effected under this chapter subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

AB854,99 Section 99 . 178.1123 (2) of the statutes is amended to read:

AB854,49,4 178.1123 (2) Subject to s. 178.1161 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, except as otherwise provided in the plan of merger, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise provided in the plan of merger, with the same vote or consent as was required to approve the plan of merger.

AB854,100 Section 100 . 178.1123 (3) (b) of the statutes is repealed.

AB854,101 Section 101 . 178.1124 (1) (d) 2. of the statutes is amended to read:

AB854,49,10 178.1124 (1) (d) 2. If the surviving entity is to be created in the merger, any of its organizational documents under s. 178.1122 (1) (e) that are to be in a public record under its governing law, including, if the surviving entity is a domestic limited liability partnership, its statement of qualification.

AB854,102 Section 102 . 178.1124 (1) (f) of the statutes is amended to read:

AB854,49,14 178.1124 (1) (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity.

AB854,103 Section 103 . 178.1124 (1) (g) of the statutes is created to read:

AB854,49,16 178.1124 (1) (g) A statement whether s. 178.1161 applies to the merger.

AB854,104 Section 104 . 178.1125 (1) (f) of the statutes is amended to read:

AB854,49,25 178.1125 (1) (f) The interests of each constituent entity that are to be converted into interests, securities, or obligations of the surviving entity , or rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the constituent entity. All other terms and conditions of the merger also take effect.

AB854,105 Section 105. 178.1125 (2) (a) of the statutes is amended to read:

AB854,50,5 178.1125 (2) (a) When a merger takes effect, the department is the an agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other interest holders, in their capacity as such, of each domestic partnership constituent entity.

AB854,106 Section 106 . 178.1125 (2) (b) of the statutes is amended to read:

AB854,50,12 178.1125 (2) (b) When a merger takes effect, any foreign surviving entity shall promptly pay to the dissenting or dissociating timely honor the rights and obligations of interest holders of under this chapter with respect to each domestic partnership constituent entity the amount, if any, to which they are entitled under ss. 178.1161, 179.77, or 180.1301 to 180.1331 or the corresponding provisions of the entity's other governing law.

AB854,107 Section 107 . 178.1125 (3) of the statutes is created to read:

AB854,50,19 178.1125 (3) When a merger takes effect, any foreign surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in the manner provided in s. 178.0912, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign surviving entity's governing law for purposes of applying this subsection.

AB854,108 Section 108 . 178.1132 (1) (f) of the statutes is created to read:

AB854,50,22 178.1132 (1) (f) A statement whether s. 178.1161 applies to the interest exchange.

AB854,109 Section 109 . 178.1133 (1) of the statutes is amended to read:

AB854,51,3 178.1133 (1) Subject to s. 178.1161, a plan of interest exchange must be approved by a vote or consent of all of the partners of with respect to each domestic partnership that is an acquiring or acquired entity.

AB854,110 Section 110 . 178.1133 (2) of the statutes is amended to read:

AB854,51,12 178.1133 (2) Subject to s. 178.1161 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, except as otherwise provided in the plan of interest exchange, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange.

AB854,111 Section 111 . 178.1133 (3) (b) of the statutes is repealed.

AB854,112 Section 112 . 178.1134 (1) (d) of the statutes is amended to read:

AB854,51,18 178.1134 (1) (d) Any amendments to the organizational documents of the acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.

AB854,113 Section 113 . 178.1134 (1) (f) of the statutes is amended to read:

AB854,51,22 178.1134 (1) (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any person that was an interest holder of the acquired entity immediately prior to the interest exchange.

AB854,114 Section 114 . 178.1135 (1) (a) of the statutes is amended to read:

AB854,52,5 178.1135 (1) (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

AB854,115 Section 115 . 178.1135 (5) (a) of the statutes is amended to read:

AB854,52,11 178.1135 (5) (a) When an interest exchange takes effect, the department is the an agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of dissenting or other owners interest holders, in their capacity as such, of each domestic partnership acquired entity that is a party to the interest exchange.

AB854,116 Section 116 . 178.1135 (5) (b) of the statutes is amended to read:

AB854,52,18 178.1135 (5) (b) When an interest exchange takes effect, any foreign acquiring entity shall promptly pay to any dissenting or other former owners of timely honor the rights and obligations of interest holders under this chapter with respect to each acquired domestic partnership the amount, if any, to which they are entitled under ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of the acquired domestic partnership under its governing law acquired entity.

AB854,117 Section 117 . 178.1135 (6) of the statutes is created to read:

AB854,52,25 178.1135 (6) When an interest exchange takes effect, any foreign acquiring entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic acquired entity in the manner provided in s. 178.0912, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign acquiring entity's governing law for purposes of applying this subsection.

AB854,118 Section 118. 178.1141 (1) of the statutes is amended to read:

AB854,53,6 178.1141 (1) A domestic partnership may convert to another type of domestic entity, other than a domestic partnership, or to any type of foreign entity, pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

AB854,119 Section 119 . 178.1142 (1) (f) of the statutes is amended to read:

AB854,53,9 178.1142 (1) (f) Any other matters required by the governing law of the converting or converted entity.

AB854,120 Section 120 . 178.1143 (1) of the statutes is amended to read:

AB854,53,14 178.1143 (1) Subject to s. 178.1161, a plan of conversion must be approved by a vote or consent of all of the partners of with respect to a converting domestic partnership. A plan of conversion into a converted domestic partnership converted entity must be approved pursuant to the governing law of the converting entity.

AB854,121 Section 121 . 178.1143 (2) of the statutes is amended to read:

AB854,53,22 178.1143 (2) Subject to s. 178.1161 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, except as otherwise provided in the plan of conversion, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.

AB854,122 Section 122 . 178.1143 (3) (b) of the statutes is repealed.

AB854,123 Section 123 . 178.1144 (1) (a) of the statutes is amended to read:

AB854,54,2 178.1144 (1) (a) The name, type of entity, and governing law of the converting entity.

AB854,124 Section 124 . 178.1144 (1) (d) of the statutes is amended to read:

AB854,54,7 178.1144 (1) (d) Any organizational documents of the converted entity under s. 178.1142 (1) (e) that are to be in a public record under its governing law, including, if the converted entity is a domestic limited liability partnership, its statement of qualification.

AB854,125 Section 125 . 178.1144 (1) (f) of the statutes is amended to read:

AB854,54,11 178.1144 (1) (f) A statement that upon request the converted entity will provide a copy of the plan of conversion to any person that was an interest holder of the converting entity.

AB854,126 Section 126 . 178.1144 (1) (g) of the statutes is created to read:

AB854,54,13 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.

AB854,127 Section 127 . 178.1145 (1) (f) of the statutes is amended to read:

AB854,54,22 178.1145 (1) (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.0301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

AB854,128 Section 128 . 178.1145 (2) of the statutes is amended to read:

AB854,55,2 178.1145 (2) (a) When a conversion takes effect, the department is the an agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other interest holders, in their capacity as such, of any domestic partnership converting entity.