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AB566,88 19Section 88 . 178.1006 (1) of the statutes is amended to read:
AB566,46,2420 178.1006 (1) A foreign limited liability partnership whose name does not
21comply with s. 178.0902 (3) may not register to do business in this state until it
22adopts, for the purpose of doing business in this state, a fictitious name that complies
23with s. 178.0902 (3). After registering to do business in this state with a fictitious
24name, the partnership shall only do business in this state under the fictitious name.
AB566,89 25Section 89 . 178.1006 (2) of the statutes is amended to read:
AB566,47,4
1178.1006 (2) If a registered foreign limited liability partnership changes its
2name to one that does not comply with s. 178.0902 (3), it may not do business in this
3state until it complies with sub. (1) by amending its registration to adopt a fictitious
4name that complies with s. 178.0902 (3).
AB566,90 5Section 90 . 178.1009 (1) (c) of the statutes is amended to read:
AB566,47,96 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign
7limited liability partnership has merged or to which it has been converted and, if the
8name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s.
9178.1006 (1).
AB566,91 10Section 91 . 178.1009 (1) (f) of the statutes is amended to read:
AB566,47,1311 178.1009 (1) (f) The street address of the applicant foreign entity's registered
12office in this state and the name and e-mail address of its registered agent at that
13address.
AB566,92 14Section 92 . 178.10101 (1) (d) of the statutes is amended to read:
AB566,47,1915 178.10101 (1) (d) The foreign limited liability partnership does not inform the
16department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or
17registered office has changed, that its registered agent has resigned, or that its
18registered office has been discontinued, within 6 months of the change, resignation,
19or discontinuance.
AB566,93 20Section 93 . 178.10102 (1) of the statutes is amended to read:
AB566,47,2521 178.10102 (1) If the department determines that one or more grounds exist
22under s. 178.10101 for revocation of a foreign limited liability partnership's
23statement of foreign registration, the department may give the foreign limited
24liability partnership notice of the determination. The notice shall be in writing and
25addressed to the registered office agent of the foreign limited liability partnership.
AB566,94
1Section 94. 178.10102 (2) (b) of the statutes is amended to read:
AB566,48,82 178.10102 (2) (b) If the foreign limited liability partnership fails to satisfy par.
3(a), the department may revoke the foreign limited liability partnership's statement
4of foreign registration by entering a notation in the department's records to reflect
5each ground for revocation and the effective date of the revocation. The department
6shall give the foreign limited liability partnership notice of each ground for
7revocation and the effective date of the revocation. The notice shall be in writing and
8addressed to the registered office agent of the foreign limited liability partnership.
AB566,95 9Section 95 . 178.1011 (1) (c) of the statutes is amended to read:
AB566,48,1410 178.1011 (1) (c) That Whether the partnership revokes the authority of its
11registered agent to accept service on its behalf and, in any event, that it also consents
12to service of process under sub. (2) in any civil, criminal, administrative, or
13investigatory proceeding based on a cause of action arising during the time the
14partnership was registered to do business in this state.
AB566,96 15Section 96 . 178.1101 (16) (b) of the statutes is amended to read:
AB566,48,1616 178.1101 (16) (b) A membership in a nonprofit or nonstock corporation.
AB566,97 17Section 97 . 178.1101 (16) (h) of the statutes is amended to read:
AB566,48,1818 178.1101 (16) (h) A membership in an unincorporated nonprofit association.
AB566,98 19Section 98 . 178.1101 (18) (b) of the statutes is amended to read:
AB566,48,2020 178.1101 (18) (b) A member of a nonprofit or nonstock corporation.
AB566,99 21Section 99 . 178.1101 (18) (i) of the statutes is amended to read:
AB566,48,2222 178.1101 (18) (i) A member of an unincorporated nonprofit association.
AB566,100 23Section 100 . 178.1102 (2) of the statutes is amended to read:
AB566,49,324 178.1102 (2) A transaction effected under this chapter subchapter may not
25create or impair a right, duty, or obligation of a person under the law of this state,

1other than this subchapter, relating to a change in control, takeover, business
2combination, control-share acquisition, or similar transaction involving a domestic
3constituent, acquired, or converting entity.
AB566,101 4Section 101 . 178.1123 (2) of the statutes is amended to read:
AB566,49,105 178.1123 (2) Subject to s. 178.1161 and the governing law of each constituent
6entity
, after a plan of merger is approved, and at any time before a merger becomes
7effective, except as otherwise provided in the plan of merger, the constituent entities
8may amend the plan of merger or abandon the merger as provided in the plan of
9merger or, except as otherwise provided in the plan of merger, with the same vote or
10consent as was required to approve the plan of merger.
AB566,102 11Section 102 . 178.1123 (3) (b) of the statutes is repealed.
AB566,103 12Section 103 . 178.1124 (1) (d) 2. of the statutes is amended to read:
AB566,49,1613 178.1124 (1) (d) 2. If the surviving entity is to be created in the merger, any of
14its organizational documents under s. 178.1122 (1) (e) that are to be in a public record
15under its governing law, including, if the surviving entity is a domestic limited
16liability partnership, its statement of qualification
.
AB566,104 17Section 104 . 178.1124 (1) (f) of the statutes is amended to read:
AB566,49,2018 178.1124 (1) (f) A statement that upon request the surviving entity will provide
19a copy of the plan of merger to any person that was an interest holder of a constituent
20entity.
AB566,105 21Section 105 . 178.1124 (1) (g) of the statutes is created to read:
AB566,49,2222 178.1124 (1) (g) A statement whether s. 178.1161 applies to the merger.
AB566,106 23Section 106 . 178.1125 (1) (f) of the statutes is amended to read:
AB566,50,624 178.1125 (1) (f) The interests of each constituent entity that are to be converted
25into interests, securities, or obligations of the surviving entity , or rights to acquire

1such interests or securities, money, other property, or any combination of the
2foregoing, are converted as provided in the plan of merger, and the former interest
3holders of the interests are entitled only to the rights provided to them in the plan
4of merger or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to
5180.1331, 181.1180, 183.1061, or otherwise under the governing law of the
6constituent entity. All other terms and conditions of the merger also take effect.
AB566,107 7Section 107 . 178.1125 (2) (a) of the statutes is amended to read:
AB566,50,118 178.1125 (2) (a) When a merger takes effect, the department is the an agent
9of any foreign surviving entity for service of process in a proceeding to enforce any
10obligation or the rights of dissenting shareholders or other interest holders, in their
11capacity as such,
of each domestic partnership constituent entity.
AB566,108 12Section 108 . 178.1125 (2) (b) of the statutes is amended to read:
AB566,50,1813 178.1125 (2) (b) When a merger takes effect, any foreign surviving entity shall
14promptly pay to the dissenting or dissociating timely honor the rights and
15obligations of
interest holders of under this chapter with respect to each domestic
16partnership constituent entity the amount, if any, to which they are entitled under
17ss. 178.1161,
179.77, or 180.1301 to 180.1331 or the corresponding provisions of the
18entity's other governing law
.
AB566,109 19Section 109 . 178.1125 (3) of the statutes is created to read:
AB566,50,2520 178.1125 (3) When a merger takes effect, any foreign surviving entity may be
21served with process in this state for the collection and enforcement of any debts,
22obligations, or other liabilities of a domestic merging entity in the manner provided
23in s. 178.0912, except that references to the department in that section shall be
24treated as references to the appropriate authority under the foreign surviving
25entity's governing law for purposes of applying this subsection.
AB566,110
1Section 110. 178.1132 (1) (f) of the statutes is created to read:
AB566,51,32 178.1132 (1) (f) A statement whether s. 178.1161 applies to the interest
3exchange.
AB566,111 4Section 111 . 178.1133 (1) of the statutes is amended to read:
AB566,51,75 178.1133 (1) Subject to s. 178.1161, a plan of interest exchange must be
6approved by a vote or consent of all of the partners of with respect to each domestic
7partnership that is an acquiring or acquired entity.
AB566,112 8Section 112 . 178.1133 (2) of the statutes is amended to read:
AB566,51,169 178.1133 (2) Subject to s. 178.1161 and the governing law of each of the
10acquiring entity and acquired entity
, after a plan of interest exchange is approved,
11and at any time before an interest exchange becomes effective, except as otherwise
12provided in the plan of interest exchange,
the acquiring and acquired entities may
13amend the plan of interest exchange or abandon the interest exchange as provided
14in the plan of interest exchange or, except as otherwise provided in the plan of
15interest exchange,
with the same vote or consent as was required to approve the plan
16of interest exchange.
AB566,113 17Section 113 . 178.1133 (3) (b) of the statutes is repealed.
AB566,114 18Section 114 . 178.1134 (1) (d) of the statutes is amended to read:
AB566,51,2219 178.1134 (1) (d) Any amendments to the organizational documents of the
20acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record
21under their respective governing laws or, if there are no such amendments, a
22statement to that effect.
AB566,115 23Section 115 . 178.1134 (1) (f) of the statutes is amended to read:
AB566,52,3
1178.1134 (1) (f) A statement that upon request the acquiring entity will provide
2a copy of the plan of interest exchange to any person that was an interest holder of
3the acquired entity immediately prior to the interest exchange.
AB566,116 4Section 116 . 178.1135 (1) (a) of the statutes is amended to read:
AB566,52,115 178.1135 (1) (a) The interests in the acquired entity which are the subject of
6the interest exchange are exchanged as provided in the plan of interest exchange,
7and the former interest holders of those interests are entitled only to the rights
8provided to them under the plan of interest exchange or to their rights, if any, under
9ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or
10otherwise under the governing law of the acquired entity. All other terms and
11conditions of the interest exchange also take effect.
AB566,117 12Section 117 . 178.1135 (5) (a) of the statutes is amended to read:
AB566,52,1713 178.1135 (5) (a) When an interest exchange takes effect, the department is the
14an agent of any foreign acquiring entity for service of process in a proceeding to
15enforce any obligation or the rights of dissenting or other owners interest holders,
16in their capacity as such,
of each domestic partnership acquired entity that is a party
17to the interest exchange.
AB566,118 18Section 118 . 178.1135 (5) (b) of the statutes is amended to read:
AB566,52,2419 178.1135 (5) (b) When an interest exchange takes effect, any foreign acquiring
20entity shall promptly pay to any dissenting or other former owners of timely honor
21the rights and obligations of interest holders under this chapter with respect to
each
22acquired domestic partnership the amount, if any, to which they are entitled under
23ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of
24the acquired domestic partnership under its governing law
acquired entity.
AB566,119 25Section 119 . 178.1135 (6) of the statutes is created to read:
AB566,53,6
1178.1135 (6) When an interest exchange takes effect, any foreign acquiring
2entity may be served with process in this state for the collection and enforcement of
3any debts, obligations, or other liabilities of a domestic acquired entity in the manner
4provided in s. 178.0912, except that references to the department in that section shall
5be treated as references to the appropriate authority under the foreign acquiring
6entity's governing law for purposes of applying this subsection.
AB566,120 7Section 120 . 178.1141 (1) of the statutes is amended to read:
AB566,53,128 178.1141 (1) A domestic partnership may convert to another type of domestic
9entity, other than a domestic partnership, or to any type of foreign entity, pursuant
10to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted
11under the governing law of the converting entity and the governing law that is to
12apply to the converted entity.
AB566,121 13Section 121 . 178.1142 (1) (f) of the statutes is amended to read:
AB566,53,1514 178.1142 (1) (f) Any other matters required by the governing law of the
15converting or converted entity.
AB566,122 16Section 122 . 178.1143 (1) of the statutes is amended to read:
AB566,53,2017 178.1143 (1) Subject to s. 178.1161, a plan of conversion must be approved by
18a vote or consent of all of the partners of with respect to a converting domestic
19partnership. A plan of conversion into a converted domestic partnership converted
20entity
must be approved pursuant to the governing law of the converting entity.
AB566,123 21Section 123 . 178.1143 (2) of the statutes is amended to read:
AB566,54,322 178.1143 (2) Subject to s. 178.1161 and the governing law of each of the
23converting entity and converted entity
, after a plan of conversion is approved, and
24at any time before a conversion becomes effective, except as otherwise provided in
25the plan of conversion,
the converting entity may amend the plan of conversion or

1abandon the conversion as provided in the plan of conversion or, except as otherwise
2provided in the plan of conversion,
with the same vote or consent as was required to
3approve the plan of conversion.
AB566,124 4Section 124 . 178.1143 (3) (b) of the statutes is repealed.
AB566,125 5Section 125 . 178.1144 (1) (a) of the statutes is amended to read:
AB566,54,76 178.1144 (1) (a) The name, type of entity, and governing law of the converting
7entity.
AB566,126 8Section 126 . 178.1144 (1) (d) of the statutes is amended to read:
AB566,54,129 178.1144 (1) (d) Any organizational documents of the converted entity under
10s. 178.1142 (1) (e)
that are to be in a public record under its governing law, including,
11if the converted entity is a domestic limited liability partnership, its statement of
12qualification
.
AB566,127 13Section 127 . 178.1144 (1) (f) of the statutes is amended to read:
AB566,54,1614 178.1144 (1) (f) A statement that upon request the converted entity will provide
15a copy of the plan of conversion to any person that was an interest holder of the
16converting entity.
AB566,128 17Section 128 . 178.1144 (1) (g) of the statutes is created to read:
AB566,54,1818 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.
AB566,129 19Section 129 . 178.1145 (1) (f) of the statutes is amended to read:
AB566,55,220 178.1145 (1) (f) The interests of the converting entity that are to be converted
21into interests, securities, or obligations of the surviving entity, rights to acquire such
22interests or securities, money, other property, or any combination of the foregoing,
23are converted as provided in the plan of conversion, and the former interest holders
24of the converting entity are entitled only to the rights provided in the plan of
25conversion or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.0301

1to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the
2converting entity. All other terms and conditions of the conversion also take effect.
AB566,130 3Section 130 . 178.1145 (2) of the statutes is amended to read:
AB566,55,74 178.1145 (2) (a) When a conversion takes effect, the department is the an agent
5of any foreign converted entity for service of process in a proceeding to enforce any
6obligation or the rights of dissenting shareholders or other interest holders, in their
7capacity as such,
of any domestic partnership converting entity.
AB566,55,138 (b) When a conversion takes effect, any foreign converted entity shall promptly
9pay to the dissenting or dissociating
timely honor the rights and obligations of
10interest holders of under this chapter with respect to any domestic partnership
11converting entity the amount, if any, to which they are entitled under s. 178.1161 or
12ss. 180.1301 to 180.1331 or the corresponding provisions of the entity's other
13governing law
.
AB566,131 14Section 131 . 178.1145 (3) of the statutes is created to read:
AB566,55,2015 178.1145 (3) When a conversion takes effect, any foreign converted entity may
16be served with process in this state for the collection and enforcement of any debts,
17obligations, or other liabilities of a domestic converting entity in the manner
18provided in s. 178.0912, except that references to the department in that section shall
19be treated as references to the appropriate authority under the foreign converted
20entity's governing law for purposes of applying this subsection.
AB566,132 21Section 132 . 178.1153 (2) of the statutes is amended to read:
AB566,56,322 178.1153 (2) Subject to s. 178.1161 and the governing law of the domesticating
23entity
, after a plan of domestication is approved, and at any time before a
24domestication becomes effective, except as otherwise provided in the plan of
25domestication,
the domesticating entity may amend the plan of domestication or

1abandon the domestication as provided in the plan of domestication or, except as
2otherwise provided in the plan of domestication,
with the same vote or consent as was
3required to approve the plan of domestication.
AB566,133 4Section 133 . 178.1153 (3) (b) of the statutes is repealed.
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