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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.
AB566,134 5Section 134 . 178.1154 (1) (d) of the statutes is amended to read:
AB566,56,96 178.1154 (1) (d) Any amendments to the organizational documents of the
7domesticating entity and any organizational documents of the domesticated entity
8under s. 178.1152 (1) (d) that are to be in a public record under their respective
9governing laws.
AB566,135 10Section 135 . 178.1154 (1) (f) of the statutes is amended to read:
AB566,56,1311 178.1154 (1) (f) A statement that upon request the domesticated entity will
12provide a copy of the plan of domestication to any person that was an interest holder
13in the domesticating domesticated entity at the time of the domestication.
AB566,136 14Section 136 . 178.1154 (1) (g) of the statutes is created to read:
AB566,56,1515 178.1154 (1) (g) A statement whether s. 178.1161 applies to the domestication.
AB566,137 16Section 137 . 178.1155 (1) (e) of the statutes is amended to read:
AB566,56,2017 178.1155 (1) (e) The non-United States organizational documents of the
18domesticated entity are amended to the extent, if any, provided in the plan of
19domestication and, to the extent such amendments are to be reflected in a public
20record, as provided in the articles of domestication.
AB566,138 21Section 138 . 178.1155 (1) (f) of the statutes is amended to read:
AB566,56,2522 178.1155 (1) (f) The United States organizational documents of the
23domesticated entity are as provided in the plan of domestication and, to the extent
24such organizational documents are to be reflected in a public record, as provided in
25the articles of domestication.
AB566,139
1Section 139. 178.1161 (1) (intro.) of the statutes is amended to read:
AB566,57,62 178.1161 (1) (intro.) Except as provided in sub. (2), This section shall apply with
3respect to a partner in connection with
a merger, interest exchange, conversion, or
4domestication transaction of a domestic partnership may not if the partner does not
5vote for or consent to the transaction and the transaction would
do any of the
6following with respect to a the partner:
AB566,140 7Section 140 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated,
8renumbered 178.1161 (2) and amended to read:
AB566,57,229 178.1161 (2) Subsection (1) shall not apply If this section applies with respect
10to a partner if any of the following is applicable: (b) The in connection with a
11transaction, the
partnership offers to have must offer to purchase the partner's
12interest in the partnership purchased, prior to the merger, interest exchange,
13conversion, or domestication, in the manner provided in s. 178.0701 for a partner
14who has not wrongfully dissociated, without taking into account any modification of
15this provision under the partnership agreement
as provided in sub. (3). Actual or
16alleged failure to comply with this section shall not have any impact on, and shall
17not constitute any basis to challenge, the effectiveness of the transaction, and the
18partner's sole remedy with respect to such failure shall be to commence an action
19under sub. (4) and otherwise enforce such partner's rights under this section. In
20order to accept the partnership's offer, a partner must notify the partnership within
2160 days of receipt of the offer. Both the offer and the acceptance may be conditioned
22upon consummation of the transaction
.
AB566,141 23Section 141 . 178.1161 (2) (a) of the statutes is repealed.
AB566,142 24Section 142 . 178.1161 (3), (4) and (5) of the statutes are created to read:
AB566,58,6
1178.1161 (3) (a) The purchase price of the interest of the partner pursuant to
2this section is the amount that would be distributable to the partner if, on the date
3of the transaction, the assets of the partnership were sold and the partnership were
4wound up, with the sale price equal to the greater of the partnership's liquidation
5value or the value based on a sale of the entire business as a going concern without
6the partner.
AB566,58,107 (b) Interest accrues on the purchase price from the date of the transaction to
8the date of payment. At the option of the partnership, some or all amounts owing,
9whether or not presently due, from the partner to the partnership may be offset
10against the purchase price.
AB566,58,1411 (c) The partnership shall defend, indemnify, and hold the partner harmless
12against all liabilities of the surviving, acquiring, converted, or domesticated entity,
13as the case may be, incurred after the transaction, except liabilities incurred by an
14act of the partner.
AB566,58,1915 (d) If no agreement for the purchase of the interest of the partner pursuant to
16this section is reached within 120 days of the date of the transaction, the partnership,
17or the surviving, acquiring, converted, or domesticated entity, as the case may be,
18shall pay, or cause to be paid, in money to the partner the amount it estimates to be
19the purchase price and accrued interest, reduced by any offsets under par. (b).
AB566,58,2120 (e) The payment required by par. (d) must be accompanied by all of the
21following:
AB566,58,2322 1. A statement of partnership assets and liabilities as of the date of the
23transaction.
AB566,58,2424 2. The latest available partnership balance sheet and income statement, if any.
AB566,58,2525 3. An explanation of how the estimated amount of the payment was calculated.
AB566,59,4
14. Written notice that the payment is in full satisfaction of the obligation to
2purchase unless, not later than 120 days after the written notice, the partner
3commences an action to determine the purchase price, any offsets and accrued
4interest under par. (b), or other terms of the obligation to purchase.
AB566,59,17 5(4) The partner may maintain an action against the partnership, pursuant to
6s. 178.0307, to determine the purchase price of the partner's interest, any offsets and
7accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
8action must be commenced not later than 120 days after the partnership has made
9payment in accordance with sub. (3) (d) or within one year after written demand for
10payment if no offer is made in accordance with sub. (2). The court shall determine
11the purchase price of the partner's interest, any offset due under sub. (3) (b), and
12accrued interest, and enter judgment for any additional payment or refund. The
13court may assess reasonable attorney fees and the fees and expenses of appraisers
14or other experts for a party to the action, in amounts the court finds equitable,
15against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
16The finding may be based on the partnership's failure to make an offer or payment
17or to comply with sub. (3).
AB566,59,19 18(5) A partner does not give the consent required by sub. (1) merely by
19consenting to a provision of the written partnership agreement.
AB566,143 20Section 143 . Chapter 179 of the statutes is repealed and recreated to read:
AB566,59,2121 CHAPTER 179
AB566,59,2222 UNIFORM LIMITED PARTNERSHIP law
AB566,59,2323 subchapter I
AB566,59,2424 general provisions
AB566,60,2
1179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform
2Limited Partnership Law."
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