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AB566,167,10 8(22m) “Non-United States entity" means an entity whose governing law is the
9law of any jurisdiction other than the United States or any state, but does not include
10an entity that has domesticated under the law of any other state.
AB566,167,13 11(23m) “Organizational documents" means, with respect to an entity, whether
12in a record or, to the extent permitted under the entity's governing law, other than
13in a record, the following or its equivalent under the entity's governing law:
AB566,167,1514 (a) For a domestic or foreign corporation, whether or not for profit, its articles
15of incorporation and bylaws.
AB566,167,1916 (b) For a domestic or foreign partnership, its partnership agreement and, in the
17case of a domestic or foreign limited liability partnership, its statement of
18qualification as a limited liability partnership or foreign limited liability
19partnership.
AB566,167,2120 (c) For a domestic or foreign limited partnership, its certificate of limited
21partnership and partnership agreement.
AB566,167,2322 (d) For a domestic or foreign limited liability company, its certificate or articles
23of organization and operating agreement.
AB566,167,2424 (e) For a business trust, its agreement of trust and declaration of trust.
AB566,168,3
1(f) For any other entity, the basic records, agreements, or other items that
2create the entity and control its internal governance and the relations among its
3interest holders.
AB566,168,6 4(24) “Plan" means a plan of merger under s. 179.1122, a plan of interest
5exchange under s. 179.1132, a plan of conversion under s. 179.1142, or a plan of
6domestication under s. 179.1152.
AB566,168,8 7(37) “Surviving entity" means the entity that continues in existence after or is
8created by a merger.
AB566,168,9 9(38) “Type of entity" means a generic form of entity that is any of the following:
AB566,168,1010 (a) Recognized at common law.
AB566,168,1111 (b) Recognized under a governing law.
AB566,168,14 12179.1102 Relationship of subchapter to other laws. (1) This subchapter
13does not authorize an act prohibited by, and does not affect the application or
14requirements of, law other than this subchapter.
AB566,168,19 15(2) A transaction effected under this subchapter may not create or impair a
16right, duty, or obligation of a person under the law of this state, other than this
17subchapter, relating to a change in control, takeover, business combination,
18control-share acquisition, or similar transaction involving a domestic constituent,
19acquired, or converting entity.
AB566,169,2 20179.1103 Existing purpose. (2) Property held for a charitable purpose under
21the law of this state by a domestic or foreign entity immediately before a transaction
22under this subchapter becomes effective may not, as a result of the transaction, be
23diverted from the objects for which it was donated, granted, devised, or otherwise
24transferred. An entity that is or plans to be engaged in a transaction covered by this
25subchapter may apply to the circuit court for a determination regarding the

1transaction's compliance with cy pres or other law dealing with nondiversion of
2charitable assets.
AB566,169,6 3(3) A bequest, devise, gift, grant, or promise contained in a will or other
4instrument of donation, subscription, or conveyance that is made to a merging entity
5which is not the surviving entity and that takes effect or remains payable after the
6merger inures to the surviving entity.
AB566,169,9 7(4) A trust obligation that would govern property if transferred to a
8nonsurviving entity applies to property that is transferred to the surviving entity
9under this section.
AB566,169,12 10179.1104 Nonexclusivity. The fact that a transaction under this subchapter
11produces a certain result does not preclude the same result from being accomplished
12in any other manner permitted by law other than this subchapter.
AB566,169,17 13179.1105 Reference to external facts. A plan may refer to facts
14ascertainable outside the plan if the manner in which the facts will operate upon the
15plan is specified in the plan. The facts may include the occurrence of an event or a
16determination or action by a person, whether or not the event, determination, or
17action is within the control of a party to the transaction.
AB566,169,22 18179.1121 Merger authorized. (1) One or more domestic limited
19partnerships may merge with or into one or more other constituent entities pursuant
20to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the
21governing law of each constituent entity and each constituent entity approves the
22plan of merger in the manner required by its governing law.
AB566,170,2 23(2) One or more other domestic or foreign entities may merge with or into a
24domestic limited partnership pursuant to ss. 179.1121 to 179.1125 and a plan of
25merger if the merger is permitted under the governing law of each constituent entity

1and each constituent entity approves the plan of merger in the manner required by
2its governing law.
AB566,170,4 3179.1122 Plan of merger. (1) A plan of merger must be in a record and
4contain all of the following:
AB566,170,55 (a) As to each constituent entity, its name, type of entity, and governing law.
AB566,170,66 (b) The terms and conditions of the merger.
AB566,170,97 (c) The manner and basis of converting the interests in each constituent entity
8into interests, securities, or obligations of the surviving entity, rights to acquire such
9interests or securities, money, other property, or any combination of the foregoing.
AB566,170,1210 (d) If the surviving entity preexists the merger, any proposed amendments to
11its organizational documents that are to be in a record immediately after the merger
12becomes effective.
AB566,170,1413 (e) If the surviving entity is to be created in the merger, any of its organizational
14documents that are to be in a record immediately after the merger becomes effective.
AB566,170,1615 (f) Any other matters required under the governing law of any constituent
16entity.
AB566,170,18 17(2) In addition to the requirements of sub. (1), a plan of merger may contain
18any other provision relating to the merger and not prohibited by law.
AB566,170,22 19179.1123 Approval of merger; amendment; abandonment. (1) Subject
20to s. 179.1161, a plan of merger must be approved by a vote or consent of all of the
21following with respect to each domestic limited partnership that is a constituent
22entity:
AB566,170,2323 (a) All general partners.
AB566,170,2524 (b) Partners owning a majority of the rights to receive distributions, whether
25as a general partner, a limited partner, or both.
AB566,171,5
1(2) Subject to s. 179.1161 and the governing law of each constituent entity, after
2a plan of merger is approved, and at any time before a merger becomes effective, the
3constituent entities may amend the plan of merger or abandon the merger as
4provided in the plan of merger or, except as otherwise provided in the plan of merger,
5with the same vote or consent as was required to approve the plan of merger.
AB566,171,13 6(3) If, after articles of merger have been delivered to the department for filing
7and before the merger becomes effective, the plan of merger is amended in a manner
8that requires an amendment to the articles of merger or if the merger is abandoned,
9a statement of amendment or abandonment, signed by a constituent entity, must be
10delivered to the department for filing before the merger becomes effective. When the
11statement of abandonment becomes effective, the merger is abandoned and does not
12become effective. The statement of amendment or abandonment must contain all of
13the following:
AB566,171,1414 (a) The name of each constituent entity.
AB566,171,1515 (b) The amendment to or the abandonment of the articles of merger.
AB566,171,1716 (c) A statement that the amendment or abandonment was approved in
17accordance with this section.
AB566,171,20 18(4) In addition to approval under sub. (1), a plan of merger must be approved
19by each constituent entity that is not a domestic limited partnership in accordance
20with any requirements of its governing law.
AB566,171,24 21179.1124 Filings required for merger; effective date. (1) After a merger
22has been approved with respect to each constituent entity in accordance with its
23governing law, the constituent entities shall deliver, or cause to be delivered, to the
24department for filing articles of merger setting forth all of the following:
AB566,171,2525 (a) The name, type of entity, and governing law of each constituent entity.
AB566,172,2
1(b) The name, type of entity, and governing law of the surviving entity and, if
2the surviving entity is created by the merger, a statement to that effect.
AB566,172,43 (c) A statement that the plan of merger has been approved and adopted by each
4constituent entity in accordance with its governing law.
AB566,172,85 (d) 1. If the surviving entity preexists the merger, any amendments to its
6organizational documents under s. 179.1122 (1) (d) that are to be in a public record
7under its governing law or, if there are no such amendments, a statement to that
8effect.
AB566,172,109 2. If the surviving entity is to be created in the merger, any of its organizational
10documents that are to be in a public record under its governing law.
AB566,172,1211 (e) A statement that the plan of merger is on file at the principal office of the
12surviving entity.
AB566,172,1413 (f) A statement that upon request the surviving entity will provide a copy of the
14plan of merger to any interest holder of a constituent entity.
AB566,172,1515 (g) A statement whether s. 179.1161 applies to the merger.
AB566,172,18 16(2) In addition to the requirements of sub. (1), the articles of merger may
17contain any other provisions relating to the merger, as determined by the constituent
18entities in accordance with the plan of merger.
AB566,172,22 19(3) If the surviving entity is a foreign entity that will be required to register to
20do business in this state immediately after the merger and it has not previously
21registered to do so or been assigned a registration to do so under s. 179.1009, it shall
22so register.
AB566,172,23 23(4) A merger takes effect at the effective date and time of the articles of merger.
AB566,172,25 24179.1125 Effect of merger. (1) When a merger becomes effective, all of the
25following apply:
AB566,173,3
1(a) Each merging entity merges into the surviving entity, and the separate
2existence of every constituent entity that is a party to the merger, except the
3surviving entity, ceases.
AB566,173,54 (am) 1. Except as provided in this paragraph, no interest holder shall have
5interest holder liability with respect to any of the constituent entities.
AB566,173,126 2. If, under the governing law of a constituent entity, one or more of the interest
7holders thereof had interest holder liability prior to the merger with respect to the
8entity, such interest holder or holders shall continue to have such liability and any
9associated contribution or other rights to the extent provided in such governing law
10with respect to debts, obligations, and other liabilities of the entity that accrued
11during the period or periods in which such interest holder or holders had such
12interest holder liability.
AB566,173,1813 3. If, under the governing law of the surviving entity, one or more of the interest
14holders thereof will have interest holder liability after the merger with respect to the
15surviving entity, such interest holder or holders will have such liability and any
16associated contribution and other rights to the extent provided in such governing law
17with respect to the debts, obligations, and other liabilities of the surviving entity that
18accrue on or after the merger.
AB566,173,1919 4. This paragraph does not affect liability under any taxation laws.
AB566,173,2120 (b) The title to all property owned by each constituent entity is vested in the
21surviving entity without transfer, reversion, or impairment.
AB566,173,2322 (c) The surviving entity has all debts, obligations, and other liabilities of each
23constituent entity.
AB566,174,224 (d) A civil, criminal, or administrative proceeding pending by or against any
25constituent entity may be continued as if the merger did not occur, or the surviving

1entity may be substituted in the proceeding for a constituent entity whose existence
2ceased.
AB566,174,63 (e) 1. If the surviving entity preexists the merger, its organizational documents
4are amended to the extent, if any, provided in the plan of merger and, to the extent
5such amendments are to be reflected in a public record, as provided in the articles
6of merger.
AB566,174,97 2. If the surviving entity is created in the merger, its organizational documents
8are as provided in the plan of merger and, to the extent such organizational
9documents are to be reflected in a public record, as provided in the articles of merger.
AB566,174,1710 (f) The interests of each constituent entity that are to be converted into
11interests, securities, or obligations of the surviving entity, or rights to acquire such
12interests or securities, money, other property, or any combination of the foregoing,
13are converted as provided in the plan of merger, and the former interest holders of
14the interests are entitled only to the rights provided to them in the plan of merger
15or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331,
16181.1180, or otherwise under the governing law of the constituent entity. All other
17terms and conditions of the merger also take effect.
AB566,174,2018 (g) Except as prohibited by other law or as otherwise provided in the articles
19and plan of merger, all of the rights, privileges, immunities, powers, and purposes
20of each constituent entity vest in the surviving entity.
AB566,174,2421 (h) Except as otherwise provided in the articles and plan of merger, if a merging
22entity is a partnership, limited liability company, or other entity subject to
23dissolution under its governing law, the merger does not dissolve the merging entity
24for the purposes of its governing law.
AB566,175,4
1(2) (a) When a merger takes effect, the department is an agent of any foreign
2surviving entity for service of process in a proceeding to enforce any obligation or the
3rights of interest holders, in their capacity as such, of each domestic limited
4partnership constituent entity.
AB566,175,75 (b) When a merger takes effect, any foreign surviving entity shall timely honor
6the rights and obligations of interest holders under this chapter with respect to each
7domestic limited partnership constituent entity.
AB566,175,13 8(3) When a merger takes effect, any foreign surviving entity may be served with
9process in this state for the collection and enforcement of any debts, obligations, or
10other liabilities of a domestic merging entity in the manner provided in s. 179.0121,
11except that references to the department in that section shall be treated as references
12to the appropriate authority under the foreign surviving entity's governing law for
13purposes of applying this subsection.
AB566,175,18 14179.1131 Interest exchange authorized. (1) A domestic limited
15partnership may acquire all of one or more classes or series of interests of another
16domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest
17exchange if the interest exchange is permitted under the governing law applicable
18to the partnership and the acquired entity.
AB566,175,23 19(2) All of one or more classes or series of interests of a domestic limited
20partnership may be acquired by another domestic or foreign entity pursuant to ss.
21179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is
22permitted under the governing law applicable to the acquiring entity and the
23partnership.
AB566,175,25 24179.1132 Plan of interest exchange. (1) A plan of interest exchange must
25be in a record and contain all of the following:
AB566,176,2
1(a) As to both the acquiring entity and the acquired entity, its name, type of
2entity, and governing law.
AB566,176,33 (b) The terms and conditions of the interest exchange.
AB566,176,64 (c) The manner and basis of exchanging the interests to be acquired for
5interests, securities, or obligations of the surviving entity, rights to acquire such
6interests or securities, money, other property, or any combination of the foregoing.
AB566,176,97 (d) Any proposed amendments to the organizational documents of the
8acquiring or acquired entity that will take effect when the interest exchange becomes
9effective.
AB566,176,1110 (e) Any other matters required under the governing law of the acquired or
11acquiring entity.
AB566,176,1212 (f) A statement whether s. 179.1161 applies to the interest exchange.
AB566,176,15 13(2) In addition to the requirements of sub. (1), a plan of interest exchange may
14contain any other provision relating to the interest exchange and not prohibited by
15law.
AB566,176,19 16179.1133 Approval of interest exchange; amendment; abandonment.
17(1) Subject to s. 179.1161, a plan of interest exchange must be approved by a vote
18or consent of all of the following with respect to each domestic limited partnership
19acquired entity:
AB566,176,2020 (a) All general partners.
AB566,176,2221 (b) Partners owning a majority of the rights to receive distributions, whether
22as a general partner, limited partner, or both.
AB566,177,4 23(2) Subject to s. 179.1161 and the governing law of each of the acquiring entity
24and acquired entity, after a plan of interest exchange is approved, and at any time
25before an interest exchange becomes effective, except as otherwise provided in the

1plan of interest exchange, the acquiring and acquired entities may amend the plan
2of interest exchange or abandon the interest exchange as provided in the plan of
3interest exchange with the same vote or consent as was required to approve the plan
4of interest exchange.
AB566,177,13 5(3) If, after articles of interest exchange have been delivered to the department
6for filing and before the interest exchange becomes effective, the plan of interest
7exchange is amended in a manner that requires an amendment to the articles of
8interest exchange or if the interest exchange is abandoned, a statement of
9amendment or abandonment, signed by either the acquiring entity or the acquired
10entity, must be delivered to the department for filing before the interest exchange
11becomes effective. When a statement of abandonment becomes effective, the interest
12exchange is abandoned and does not become effective. The statement of amendment
13or abandonment must contain all of the following:
AB566,177,1414 (a) The name of the acquiring and acquired entities.
AB566,177,1515 (b) The amendment to or abandonment of the articles of interest exchange.
AB566,177,1716 (c) A statement that the amendment or abandonment was approved in
17accordance with this section.
AB566,177,20 18(4) In addition to approval under sub. (1), a plan of interest exchange must be
19approved by any acquiring or acquired entity that is not a domestic limited
20partnership in accordance with any requirements of its governing law.
AB566,177,25 21179.1134 Filings required for interest exchange; effective date. (1)
22After an interest exchange has been approved with respect to the acquiring and
23acquired entity in accordance with their governing laws, the acquiring entity shall
24deliver, or cause to be delivered, to the department for filing articles of interest
25exchange setting forth all of the following:
AB566,178,1
1(a) The name, type of entity, and governing law of the acquired entity.
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