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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.
AB566,178,22 (b) The name, type of entity, and governing law of the acquiring entity.
AB566,178,43 (c) A statement that the plan of interest exchange has been approved by the
4acquired and acquiring entities in accordance with their respective governing laws.
AB566,178,75 (d) Any amendments to the organizational documents of the acquired or
6acquiring entity that are to be in a public record under their respective governing
7laws or, if there are no such amendments, a statement to that effect.
AB566,178,98 (e) A statement that the plan of interest exchange is on file at the principal
9office of the acquiring entity.
AB566,178,1110 (f) A statement that upon request the acquiring entity will provide a copy of the
11plan of interest exchange to any interest holder of the acquired entity.
AB566,178,14 12(2) In addition to the requirements of sub. (1), articles of interest exchange may
13contain any other provisions relating to the interest exchange, as determined by the
14acquiring entity in accordance with the plan of interest exchange.
AB566,178,16 15(3) An interest exchange takes effect at the effective date and time of the
16articles of interest exchange.
AB566,178,18 17179.1135 Effect of interest exchange. (1) When an interest exchange
18becomes effective, all of the following apply:
AB566,178,2519 (a) The interests in the acquired entity which are the subject of the interest
20exchange are exchanged as provided in the plan of interest exchange, and the former
21interest holders of those interests are entitled only to the rights provided to them
22under the plan of interest exchange or to their rights, if any, under ss. 178.1161,
23179.1161, 180.1301 to 180.1331, 181.1180, or otherwise under the governing law of
24the acquired entity. All other terms and conditions of the interest exchange also take
25effect.
AB566,179,2
1(b) The acquiring entity becomes the interest holder of the interests which are
2the subject of the interest exchange as provided in the plan of interest exchange.
AB566,179,63 (c) The provisions of the organizational documents of the acquiring and
4acquired entity are amended to the extent, if any, provided in the plan of interest
5exchange and to the extent such amendments are to be reflected in a public record,
6as provided in the articles of interest exchange.
AB566,179,10 7(2) Except as otherwise provided in the articles and plan of interest exchange,
8if the acquired entity is a domestic or foreign partnership, limited liability company,
9or other organization subject to dissolution under its governing law, the interest
10exchange does not dissolve the acquired entity.
AB566,179,12 11(3) (a) Except as provided in this subsection, no interest holder shall have
12interest holder liability with respect to either the acquiring or acquired entity.
AB566,179,1913 (b) If, under the governing law of either entity, one or more of the interest
14holders thereof had interest holder liability prior to the interest exchange with
15respect to the entity, such interest holder or holders shall continue to have such
16liability and any associated contribution and other rights to the extent provided in
17such governing law with respect to debts, obligations, and other liabilities of the
18entity that accrued during the period or periods in which such interest holder or
19holders had such interest holder liability.
AB566,179,2520 (c) If, under the governing law of either entity, one or more of the interest
21holders thereof will have interest holder liability after the interest exchange with
22respect to the entity, such interest holder or holders shall have such liability and any
23associated contribution and other rights to the extent provided in such governing law
24with respect to the debts, obligations, and other liabilities of the entity that accrue
25on or after the interest exchange.
AB566,180,1
1(d) This subsection does not affect liability under any taxation laws.
AB566,180,5 2(5) (a) When an interest exchange takes effect, the department is an agent of
3any foreign acquiring entity for service of process in a proceeding to enforce any
4obligation or the rights of interest holders, in their capacity as such, of each domestic
5limited partnership acquired entity.
AB566,180,86 (b) When an interest exchange takes effect, any foreign acquiring entity shall
7timely honor the rights and obligations of interest holders under this chapter with
8respect to each domestic limited partnership acquired entity.
AB566,180,14 9(6) When an interest exchange takes effect, any foreign acquiring entity may
10be served with process in this state for the collection and enforcement of any debts,
11obligations, or other liabilities of a domestic acquired entity in the manner provided
12in s. 179.0121, except that references to the department in that section shall be
13treated as references to the appropriate authority under the foreign acquiring
14entity's governing law for purposes of applying this subsection.
AB566,180,19 15179.1141 Conversion authorized. (1) A domestic limited partnership may
16convert to another type of domestic entity, or to any type of foreign entity, pursuant
17to ss. 179.1141 to 179.1145 and a plan of conversion if the conversion is permitted
18under the governing law of the converting entity and the governing law that is to
19apply to the converted entity.
AB566,180,24 20(2) A foreign or domestic entity, other than a domestic limited partnership, may
21convert to a domestic limited partnership pursuant to ss. 179.1141 to 179.1145 and
22a plan of conversion if the conversion is permitted under the governing law of the
23converting entity and the converted entity will satisfy the definition of a limited
24partnership under this chapter immediately after the conversion.
AB566,181,2
1179.1142 Plan of conversion. (1) A plan of conversion must be in a record
2and contain all of the following:
AB566,181,33 (a) The name, type of entity, and governing law of the converting entity.
AB566,181,44 (b) The name, type of entity, and governing law of the converted entity.
AB566,181,55 (c) The terms and conditions of the conversion.
AB566,181,86 (d) The manner and basis of converting the interests in the converting entity
7into interests, securities, or obligations of the surviving entity, rights to acquire such
8interests or securities, money, other property, or any combination of the foregoing.
AB566,181,109 (e) The organizational documents of the converted entity that are to be in a
10record immediately after the conversion becomes effective.
AB566,181,1211 (f) Any other matters required by the governing law of the converting or the
12converted entity.
AB566,181,14 13(2) In addition to the requirements of sub. (1), a plan of conversion may contain
14any other provision relating to the conversion and not prohibited by law.
AB566,181,17 15179.1143 Approval of conversion; amendment; abandonment. (1) (a)
16Subject to s. 179.1161, a plan of conversion must be approved by a vote or consent of
17all of the following with respect to a converting domestic limited partnership:
AB566,181,1818 1. All general partners.
AB566,181,2019 2. Partners owning a majority of the rights to receive distributions, whether
20as a general partner, limited partner, or both.
AB566,181,2221 (b) A plan of conversion into a domestic limited partnership converted entity
22must be approved pursuant to the governing law of the converting entity.
AB566,182,3 23(2) Subject to s. 179.1161 and the governing law of each of the converting entity
24and converted entity, after a plan of conversion is approved, and at any time before
25a conversion becomes effective, except as otherwise provided in the plan of

1conversion, the converting entity may amend the plan of conversion or abandon the
2conversion as provided in the plan of conversion with the same vote or consent as was
3required to approve the plan of conversion.
AB566,182,11 4(3) If, after articles of conversion have been delivered to the department for
5filing and before the conversion becomes effective, the plan of conversion is amended
6in a manner that requires an amendment to the articles of conversion or if the
7conversion is abandoned, a statement of amendment or abandonment, signed by the
8converting entity, must be delivered to the department for filing before the
9conversion becomes effective. When a statement of abandonment becomes effective,
10the conversion is abandoned and does not become effective. The statement of
11amendment or abandonment must contain all of the following:
AB566,182,1312 (a) The name of the converting entity and the converted entity under the plan
13of conversion.
AB566,182,1414 (b) The amendment to or abandonment of the articles of conversion.
AB566,182,1615 (c) A statement that the amendment or abandonment was approved in
16accordance with this section.
AB566,182,20 17179.1144 Filings required for conversion; effective date. (1) After the
18converting entity has approved a plan of conversion in accordance with its governing
19law, the converting entity shall deliver, or cause to be delivered, to the department
20for filing articles of conversion setting forth all of the following:
AB566,182,2121 (a) The name, type of entity, and governing law of the converting entity.
AB566,182,2222 (b) The name, type of entity, and governing law of the converted entity.
AB566,182,2423 (c) A statement that the plan of conversion has been approved and adopted by
24the converting entity in accordance with its governing law.
AB566,183,2
1(d) Any organizational documents of the converted entity that are to be in a
2public record under its governing law.
AB566,183,43 (e) A statement that the plan of conversion is on file at the principal office of
4the converted entity.
AB566,183,65 (f) A statement that upon request the converted entity will provide a copy of
6the plan of conversion to any interest holder of the converting entity.
AB566,183,77 (g) A statement whether s. 179.1161 applies to the conversion.
AB566,183,10 8(2) In addition to the requirements of sub. (1), the articles of conversion may
9contain any other provisions relating to the conversion, as determined by the
10converting entity in accordance with the plan of conversion.
AB566,183,14 11(3) If the converted entity is a foreign entity that will be required to register
12to do business in this state immediately after the conversion and it has not previously
13registered to do so or been assigned a registration to do so under s. 179.1009, it shall
14so register.
AB566,183,16 15(4) A conversion takes effect at the effective date and time of the articles of
16conversion.
AB566,183,18 17179.1145 Effect of conversion. (1) When a conversion becomes effective, all
18of the following apply:
AB566,183,2219 (a) The converting entity continues its existence in the form of the converted
20entity and is the same entity that existed before the conversion, except that the
21converting entity is no longer subject to the governing law that applied prior to the
22conversion and is subject to the governing law of the converted entity.
AB566,183,2423 (am) 1. Except as provided in this paragraph, no interest holder shall have
24interest holder liability with respect to the converting or converted entity.
AB566,184,7
12. If, under the governing law of the converting entity, one or more of the
2interest holders thereof had interest holder liability prior to the conversion with
3respect to the converting entity, such interest holder or holders shall continue to have
4such liability and any associated contribution and other rights to the extent provided
5in such governing law with respect to the debts, obligations, and other liabilities of
6the converting entity that accrued during the period or periods in which such interest
7holder or holders had such interest holder liability.
AB566,184,138 3. If, under the governing law of the converted entity, one or more of the interest
9holders thereof will have interest holder liability after the conversion with respect
10to the converted entity, such interest holder or holders will have such liability and
11any associated contribution and other rights to the extent provided in such governing
12law with respect to the debts, obligations, and other liabilities of the converted entity
13that accrue after the conversion.
AB566,184,1414 4. This paragraph does not affect liability under any taxation laws.
AB566,184,1615 (b) The title to all property owned by the converting entity is vested in the
16converted entity without transfer, reversion, or impairment.
AB566,184,1817 (c) The converted entity has all debts, obligations, and other liabilities of the
18converting entity.
AB566,184,2119 (d) A civil, criminal, or administrative proceeding pending by or against the
20converting entity may be continued as if the conversion did not occur, or the
21converted entity may be substituted in the proceeding for the converting entity.
AB566,184,2422 (e) The organizational documents of the converted entity are as provided in the
23plan of conversion and, to the extent such organizational documents are to be
24reflected in a public record, as provided in the articles of conversion.
AB566,185,8
1(f) The interests of the converting entity that are to be converted into interests,
2securities, or obligations of the surviving entity, rights to acquire such interests or
3securities, money, other property, or any combination of the foregoing, are converted
4as provided in the plan of conversion, and the former interest holders of the
5converting entity are entitled only to the rights provided in the plan of conversion or
6to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180,
7or otherwise under the governing law of the converting entity. All other terms and
8conditions of the conversion also take effect.
AB566,185,119 (g) Except as prohibited by other law or as otherwise provided in the articles
10and plan of conversion, all of the rights, privileges, immunities, powers, and
11purposes of the converting entity vest in the converted entity.
AB566,185,1512 (h) Except as otherwise provided in the articles and plan of conversion, if the
13converting entity is a partnership, limited liability company, or other entity subject
14to dissolution under its governing law, the conversion does not dissolve the
15converting entity for the purposes of its governing law.
AB566,185,19 16(2) (a) When a conversion takes effect, the department is an agent of any
17foreign converted entity for service of process in a proceeding to enforce any
18obligation or the rights of interest holders, in their capacity as such, of any domestic
19limited partnership converting entity.
AB566,185,2220 (b) When a conversion takes effect, any foreign converted entity shall timely
21honor the rights and obligations of interest holders under this chapter with respect
22to any domestic limited partnership converting entity.
AB566,186,3 23(3) When a conversion takes effect, any foreign converted entity may be served
24with process in this state for the collection and enforcement of any debts, obligations,
25or other liabilities of a domestic converting entity in the manner provided in s.

1179.0121, except that references to the department in that section shall be treated
2as references to the appropriate authority under the foreign converted entity's
3governing law for purposes of applying this subsection.
AB566,186,11 4179.1151 Domestication authorized. A domestic limited partnership may
5domesticate as a non-United States entity subject to non-United States governing
6law while continuing to be a domestic limited partnership, and a non-United States
7entity may domesticate as a domestic limited partnership subject to this chapter
8while continuing to be an entity subject to its non-United States governing law
9pursuant to ss. 179.1151 to 179.1155 and a plan of domestication, if the domestication
10is permitted under the governing law of the domesticating entity and permitted
11under the governing law of the domesticated entity.
AB566,186,13 12179.1152 Plan of domestication. (1) A plan of domestication must be in a
13record and contain all of the following:
AB566,186,1414 (a) The name, type of entity, and governing law of the domesticating entity.
AB566,186,1515 (b) The name, type of entity, and governing law of the domesticated entity.
AB566,186,1616 (c) The terms and conditions of the domestication.
AB566,186,2017 (d) The organizational documents of the domesticated entity that are to be in
18a record immediately after the domestication becomes effective, including any
19proposed amendments to the organizational documents of the domesticating entity
20that are to be in a record immediately after the domestication becomes effective.
AB566,186,22 21(2) In addition to the requirements of sub. (1), a plan of domestication may
22contain any other provision relating to the domestication and not prohibited by law.
AB566,186,25 23179.1153 Approval of domestication; amendment; abandonment. (1) (a)
24Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent
25of all of the following with respect to a domesticating Wisconsin limited partnership:
AB566,187,1
11. All general partners.
AB566,187,32 2. Partners owning a majority of the rights to receive distributions, whether
3as a general partner, limited partner, or both.
AB566,187,54 (b) A plan of domestication of a non-United States domesticating entity must
5be approved pursuant to the governing law of the domesticating entity.
AB566,187,11 6(2) Subject to s. 179.1161 and the governing law of the domesticating entity,
7after a plan of domestication is approved, and at any time before a domestication
8becomes effective, except as otherwise provided in the plan of domestication, the
9domesticating entity may amend the plan of domestication or abandon the
10domestication as provided in the plan of domestication with the same vote or consent
11as was required to approve the plan of domestication.
AB566,187,19 12(3) If, after articles of domestication have been delivered to the department for
13filing and before the domestication becomes effective, the plan of domestication is
14amended in a manner that requires an amendment to the articles of domestication
15or if the domestication is abandoned, a statement of amendment or abandonment,
16signed by the domesticating entity, must be delivered to the department for filing
17before the domestication becomes effective. When a statement of abandonment
18becomes effective, the domestication is abandoned and does not become effective.
19The statement of amendment or abandonment must contain all of the following:
AB566,187,2120 (a) The name of the domesticating entity and the domesticated entity under the
21plan of domestication.
AB566,187,2222 (b) The amendment to or abandonment of the articles of domestication.
AB566,187,2423 (c) A statement that the amendment or abandonment was approved in
24accordance with this section.
AB566,188,4
1179.1154 Filings required for domestication; effective date. (1) After
2the domesticating entity has approved a plan of domestication in accordance with its
3governing law, the domesticating entity shall deliver, or cause to be delivered, to the
4department for filing articles of domestication setting forth all of the following:
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