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AB566,193,9 22(4) The partner may maintain an action against the partnership, pursuant to
23s. 179.0111, to determine the purchase price of the partner's interest, any offsets and
24accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
25action must be commenced not later than 120 days after the partnership has made

1payment in accordance with sub. (3) (d) or within one year after written demand for
2payment if no offer is made in accordance with sub. (2). The court shall determine
3the purchase price of the partner's interest, any offset due under sub. (3) (b), and
4accrued interest, and enter judgment for any additional payment or refund. The
5court may assess reasonable attorney fees and the fees and expenses of appraisers
6or other experts for a party to the action, in amounts the court finds equitable,
7against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
8The finding may be based on the partnership's failure to make an offer or payment
9or to comply with sub. (3).
AB566,193,11 10(5) A partner does not give the consent required by sub. (1) merely by
11consenting to a provision of the written partnership agreement.
AB566,193,1212 subchapter XII
AB566,193,1313 MISCELLANEOUS PROVISIONS
AB566,193,17 14179.1201 Uniformity of application and construction. In applying and
15construing this chapter, consideration must be given to the need to promote
16uniformity of the law with respect to its subject matter among states that enact the
17uniform law.
AB566,193,23 18179.1202 Relation to Electronic Signatures in Global and National
19Commerce Act.
This chapter modifies, limits, and supersedes the Electronic
20Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not
21modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize
22electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC
237003
(b).
AB566,144 24Section 144. 180.0103 (3m) of the statutes is created to read:
AB566,193,2525 180.0103 (3m) “Business" includes every trade, occupation, and profession.
AB566,145
1Section 145. 180.0103 (5) of the statutes is amended to read:
AB566,194,62 180.0103 (5) “Corporation" or “domestic corporation," except as used in sub. (9),
3means a corporation for profit that is not a foreign corporation and that is
4incorporated under or becomes subject to this chapter. “ Corporation" or “domestic
5corporation" includes, to the extent provided under s. 180.1703, a corporation with
6capital stock but not organized for profit.
AB566,146 7Section 146. 180.0103 (7d) of the statutes is created to read:
AB566,194,98 180.0103 (7d) “Domestic" means, with respect to an entity, an entity whose
9governing law is the law of this state.
AB566,147 10Section 147. 180.0103 (8) of the statutes is amended to read:
AB566,194,2211 180.0103 (8) “Entity" means a person other than an individual and includes
12a domestic corporation; a foreign corporation; a limited liability company; a nonprofit
13or
nonstock corporation; a limited partnership; a partnership; a stock or nonstock
14general cooperative association; an unincorporated a limited cooperative
15association; a profit or nonprofit unincorporated association; a statutory trust; a
16business trust; a business trust or common-law business trust; an estate; a
17partnership;
a trust; 2 or more persons having a joint or common economic interest;
18a state or an agency, commission, department, authority, bureau or other
19instrumentality of a state; a governmental subdivision; the United States; and a
20foreign government
an association, joint venture, public corporation, government or
21governmental subdivision, agency, or instrumentality; or any other legal or
22commercial entity
.
AB566,148 23Section 148. 180.0103 (8r) of the statutes is created to read:
AB566,194,2524 180.0103 (8r) “Foreign" means, with respect to an entity, an entity whose
25governing law is other than the law of this state.
AB566,149
1Section 149. 180.0103 (9) of the statutes is amended to read:
AB566,195,62 180.0103 (9) “Foreign corporation" means a corporation for profit incorporated
3under a law other than the law of this state and whose governing law is other than
4the law of this state
, except a railroad corporation, an association created solely for
5religious or charitable purposes, an insurer or motor club, a savings and loan
6association, a savings bank or a common law trust.
AB566,150 7Section 150. 180.0103 (9m) and (9r) of the statutes are created to read:
AB566,195,98 180.0103 (9m) “General cooperative association" means, with respect to a
9Wisconsin cooperative, a cooperative organized under ch. 185.
AB566,195,14 10(9r) “Governing law" means, with respect to an entity, the law of the
11jurisdiction that collectively governs its internal affairs and the liability of the
12persons associated with the entity for a debt, obligation, or other liability of the entity
13under s. 180.0105 or the corresponding applicable law with respect to entities other
14than domestic corporations.
AB566,151 15Section 151. 180.0103 (11g) and (11i) of the statutes are created to read:
AB566,195,1816 180.0103 (11g) “Jurisdiction," used to refer to a political entity, means the
17United States, a state, a foreign country, or a political subdivision of a foreign
18country.
AB566,195,20 19(11i) “Limited cooperative association" means, with respect to a Wisconsin
20cooperative, a cooperative organized under ch. 193.
AB566,152 21Section 152. 180.0103 (11m) of the statutes is amended to read:
AB566,196,322 180.0103 (11m) “Person" includes means an individual and an entity , business
23corporation, nonprofit or nonstock corporation, partnership, limited partnership,
24limited liability company, general cooperative association, limited cooperative
25association, unincorporated association, statutory trust, business trust,

1common-law business trust, estate, trust, association, joint venture, public
2corporation, government or governmental subdivision, agency, or instrumentality, or
3any other legal or commercial entity
.
AB566,153 4Section 153. 180.0103 (12g) of the statutes is created to read:
AB566,196,65 180.0103 (12g) “Property" means all property, whether real, personal, or mixed
6or tangible or intangible, or any right or interest therein.
AB566,154 7Section 154 . 180.0103 (12r) of the statutes is created to read:
AB566,196,108 180.0103 (12r) “Record," used as a noun, means information that is inscribed
9on a tangible medium or that is stored in an electronic or other medium and is
10retrievable in perceivable form.
AB566,155 11Section 155. 180.0103 (13m) of the statutes is created to read:
AB566,196,1412 180.0103 (13m) “Registered agent" means an agent of a corporation or foreign
13corporation that is authorized to receive service of any process, notice, or demand
14required or permitted by law to be served on the corporation or foreign corporation.
AB566,156 15Section 156. 180.0103 (16m) of the statutes is created to read:
AB566,196,1816 180.0103 (16m) “State" means a state of the United States, the District of
17Columbia, Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession
18subject to the jurisdiction of the United States.
AB566,157 19Section 157. 180.0103 (17g) of the statutes is created to read:
AB566,196,2020 180.0103 (17g) “Transfer" includes all of the following:
AB566,196,2121 (a) An assignment.
AB566,196,2222 (b) A conveyance.
AB566,196,2323 (c) A sale.
AB566,196,2424 (d) A lease.
AB566,196,2525 (e) An encumbrance, including a mortgage or security interest.
AB566,197,1
1(f) A gift.
AB566,197,22 (g) A transfer by operation of law.
AB566,158 3Section 158. 180.0105 of the statutes is created to read:
AB566,197,5 4180.0105 Governing law. (1) The law of this state governs all of the internal
5affairs of a corporation.
AB566,197,9 6(2) The fact that one or more shareholders of a corporation are, or are not,
7subject to tax on the income of the corporation shall have no effect on the application
8of the law of this state under sub. (1) other than as a fact to be taken into account in
9the application of such law.
AB566,159 10Section 159 . 180.0112 of the statutes is created to read:
AB566,197,13 11180.0112 Delivery of a record. (1) Except as otherwise provided in this
12chapter, permissible means of delivery of a record include delivery by hand, mail,
13conventional commercial practice, and electronic transmission.
AB566,197,15 14(2) Delivery to the department is effective only when a record is received by the
15department.
AB566,160 16Section 160 . 180.0120 (1) (intro.) of the statutes is amended to read:
AB566,197,2117 180.0120 (1) (intro.) Except as provided in Subject to sub. (4), a document
18required or permitted
to be filed under by the department pursuant to this chapter
19with the department must, a record must be received by the department, comply with
20this chapter, and
satisfy all of the following requirements to be filed under s.
21180.0125 (2) (a)
:
AB566,161 22Section 161. 180.0120 (1) (g) of the statutes is amended to read:
AB566,197,2523 180.0120 (1) (g) Be delivered to the department for filing and be accompanied
24by one exact or conformed copy and the filing fee required by s. 180.0122 unless and
25to the extent the department permits electronic delivery of records
.
AB566,162
1Section 162. 180.0120 (3) (a) (intro.) of the statutes is amended to read:
AB566,198,32 180.0120 (3) (a) (intro.) Any of the following persons may execute a document
3described in s. 180.0122 (1) (a), (b), (h) to (j), (Lg), (m) to (r) and (u) to (ym) par. (am):
AB566,163 4Section 163. 180.0120 (3) (am) of the statutes is created to read:
AB566,198,55 180.0120 (3) (am) The documents to which par. (a) applies are the following:
AB566,198,66 1. Articles of incorporation.
AB566,198,77 2. An application for use of indistinguishable name.
AB566,198,88 3. An application for registered name or renewal of registered name.
AB566,198,99 4. A statement of change of registered office.
AB566,198,1010 5. A director or principal officer statement under s. 180.0860 (1).
AB566,198,1111 6. Amendment of articles of incorporation.
AB566,198,1312 7. Restatement of articles of incorporation with or without amendment of
13articles.
AB566,198,1414 8. Articles of merger, conversion, interest exchange, or domestication.
AB566,198,1515 9. Articles of dissolution.
AB566,198,1616 10. Articles of revocation of dissolution.
AB566,198,1717 11. An application for reinstatement following administrative dissolution.
AB566,198,1818 12. An application for certificate of authority.
AB566,198,1919 13. An application for amended certificate of authority.
AB566,198,2020 14. An application for certificate of withdrawal.
AB566,198,2121 15. An annual report of a domestic corporation or foreign corporation.
AB566,198,2222 16. Articles of correction.
AB566,164 23Section 164. 180.0120 (5) and (6) of the statutes are created to read:
AB566,199,224 180.0120 (5) If law other than this chapter prohibits the disclosure by the
25department of information contained in a document delivered to the department for

1filing, the department shall file the document if the document otherwise complies
2with this chapter but may redact the information.
AB566,199,5 3(6) When a document is delivered to the department for filing, any fee required
4under s. 180.0122 and any fee, interest, or penalty required to be paid to the
5department must be paid in a manner permitted by the department.
AB566,165 6Section 165 . 180.0121 (1) (a) 4. of the statutes is amended to read:
AB566,199,87 180.0121 (1) (a) 4. An application for a certificate articles of conversion under
8s. 180.1161 (5).
AB566,166 9Section 166 . 180.0122 (1) (intro.) of the statutes is renumbered 180.0122 (1m)
10(intro.) and amended to read:
AB566,199,1411 180.0122 (1m) (intro.) Except as provided under sub. (5), the department shall
12collect the following fees when the documents records described in this subsection
13are delivered to the department for filing or, under pars. (e) and (f), the telephone
14applications are made:
AB566,167 15Section 167 . 180.0122 (1) (a) to (ym) of the statutes are renumbered 180.0122
16(1m) (a) to (ym).
AB566,168 17Section 168 . 180.0122 (1) (yr) of the statutes is renumbered 180.0122 (1m) (yr)
18and amended to read:
AB566,199,1919 180.0122 (1m) (yr) A certificate Articles of conversion, $150.
AB566,169 20Section 169 . 180.0122 (1) (z) of the statutes is repealed.
AB566,170 21Section 170 . 180.0122 (1g) of the statutes is created to read:
AB566,200,222 180.0122 (1g) Subject to subs. (1m) and (3), the department may collect a fee
23for filing, or providing a certified copy of, a record under this chapter. Any fee under
24this subsection shall be established by the department by rule. The department may
25also collect the fee established under s. 182.01 (4) (b) in connection with any request

1for a certificate of status under s. 180.0128 (1) to (3) or a statement of status under
2s. 180.0128 (4).
AB566,171 3Section 171 . 180.0122 (4) of the statutes is amended to read:
AB566,200,104 180.0122 (4) In addition to the fees required under sub. (1) (1m) or permitted
5under sub. (1g)
, the department shall may collect the expedited service fee
6established under s. 182.01 (4) (d) for processing in an expeditious manner a
7document record required or permitted to be filed with the department under this
8chapter and shall may collect the fee established under s. 182.01 (4) (f) for preparing
9in an expeditious manner a certificate of status under s. 180.0128 (1) to (3) or a
10statement of status under s. 180.0128 (4).
AB566,172 11Section 172 . 180.0122 (5) of the statutes is amended to read:
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