SB566: Bill Text

SB566,102 Section 102 . 178.1123 (3) (b) of the statutes is repealed.

SB566,103 Section 103 . 178.1124 (1) (d) 2. of the statutes is amended to read:

SB566,49,16 178.1124 (1) (d) 2. If the surviving entity is to be created in the merger, any of its organizational documents under s. 178.1122 (1) (e) that are to be in a public record under its governing law, including, if the surviving entity is a domestic limited liability partnership, its statement of qualification.

SB566,104 Section 104 . 178.1124 (1) (f) of the statutes is amended to read:

SB566,49,20 178.1124 (1) (f) A statement that upon request the surviving entity will provide a copy of the plan of merger to any person that was an interest holder of a constituent entity.

SB566,105 Section 105 . 178.1124 (1) (g) of the statutes is created to read:

SB566,49,22 178.1124 (1) (g) A statement whether s. 178.1161 applies to the merger.

SB566,106 Section 106 . 178.1125 (1) (f) of the statutes is amended to read:

SB566,50,6 178.1125 (1) (f) The interests of each constituent entity that are to be converted into interests, securities, or obligations of the surviving entity , or rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the constituent entity. All other terms and conditions of the merger also take effect.

SB566,107 Section 107 . 178.1125 (2) (a) of the statutes is amended to read:

SB566,50,11 178.1125 (2) (a) When a merger takes effect, the department is the an agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other interest holders, in their capacity as such, of each domestic partnership constituent entity.

SB566,108 Section 108 . 178.1125 (2) (b) of the statutes is amended to read:

SB566,50,18 178.1125 (2) (b) When a merger takes effect, any foreign surviving entity shall promptly pay to the dissenting or dissociating timely honor the rights and obligations of interest holders of under this chapter with respect to each domestic partnership constituent entity the amount, if any, to which they are entitled under ss. 178.1161, 179.77, or 180.1301 to 180.1331 or the corresponding provisions of the entity's other governing law.

SB566,109 Section 109 . 178.1125 (3) of the statutes is created to read:

SB566,50,25 178.1125 (3) When a merger takes effect, any foreign surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in the manner provided in s. 178.0912, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign surviving entity's governing law for purposes of applying this subsection.

SB566,110 Section 110. 178.1132 (1) (f) of the statutes is created to read:

SB566,51,3 178.1132 (1) (f) A statement whether s. 178.1161 applies to the interest exchange.

SB566,111 Section 111 . 178.1133 (1) of the statutes is amended to read:

SB566,51,7 178.1133 (1) Subject to s. 178.1161, a plan of interest exchange must be approved by a vote or consent of all of the partners of with respect to each domestic partnership that is an acquiring or acquired entity.

SB566,112 Section 112 . 178.1133 (2) of the statutes is amended to read:

SB566,51,16 178.1133 (2) Subject to s. 178.1161 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, except as otherwise provided in the plan of interest exchange, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange or, except as otherwise provided in the plan of interest exchange, with the same vote or consent as was required to approve the plan of interest exchange.

SB566,113 Section 113 . 178.1133 (3) (b) of the statutes is repealed.

SB566,114 Section 114 . 178.1134 (1) (d) of the statutes is amended to read:

SB566,51,22 178.1134 (1) (d) Any amendments to the organizational documents of the acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.

SB566,115 Section 115 . 178.1134 (1) (f) of the statutes is amended to read:

SB566,52,3 178.1134 (1) (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any person that was an interest holder of the acquired entity immediately prior to the interest exchange.

SB566,116 Section 116 . 178.1135 (1) (a) of the statutes is amended to read:

SB566,52,11 178.1135 (1) (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

SB566,117 Section 117 . 178.1135 (5) (a) of the statutes is amended to read:

SB566,52,17 178.1135 (5) (a) When an interest exchange takes effect, the department is the an agent of any foreign acquiring entity for service of process in a proceeding to enforce any obligation or the rights of dissenting or other owners interest holders, in their capacity as such, of each domestic partnership acquired entity that is a party to the interest exchange.

SB566,118 Section 118 . 178.1135 (5) (b) of the statutes is amended to read:

SB566,52,24 178.1135 (5) (b) When an interest exchange takes effect, any foreign acquiring entity shall promptly pay to any dissenting or other former owners of timely honor the rights and obligations of interest holders under this chapter with respect to each acquired domestic partnership the amount, if any, to which they are entitled under ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of the acquired domestic partnership under its governing law acquired entity.

SB566,119 Section 119 . 178.1135 (6) of the statutes is created to read:

SB566,53,6 178.1135 (6) When an interest exchange takes effect, any foreign acquiring entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic acquired entity in the manner provided in s. 178.0912, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign acquiring entity's governing law for purposes of applying this subsection.

SB566,120 Section 120 . 178.1141 (1) of the statutes is amended to read:

SB566,53,12 178.1141 (1) A domestic partnership may convert to another type of domestic entity, other than a domestic partnership, or to any type of foreign entity, pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

SB566,121 Section 121 . 178.1142 (1) (f) of the statutes is amended to read:

SB566,53,15 178.1142 (1) (f) Any other matters required by the governing law of the converting or converted entity.

SB566,122 Section 122 . 178.1143 (1) of the statutes is amended to read:

SB566,53,20 178.1143 (1) Subject to s. 178.1161, a plan of conversion must be approved by a vote or consent of all of the partners of with respect to a converting domestic partnership. A plan of conversion into a converted domestic partnership converted entity must be approved pursuant to the governing law of the converting entity.

SB566,123 Section 123 . 178.1143 (2) of the statutes is amended to read:

SB566,54,3 178.1143 (2) Subject to s. 178.1161 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, except as otherwise provided in the plan of conversion, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion or, except as otherwise provided in the plan of conversion, with the same vote or consent as was required to approve the plan of conversion.

SB566,124 Section 124 . 178.1143 (3) (b) of the statutes is repealed.

SB566,125 Section 125 . 178.1144 (1) (a) of the statutes is amended to read:

SB566,54,7 178.1144 (1) (a) The name, type of entity, and governing law of the converting entity.

SB566,126 Section 126 . 178.1144 (1) (d) of the statutes is amended to read:

SB566,54,12 178.1144 (1) (d) Any organizational documents of the converted entity under s. 178.1142 (1) (e) that are to be in a public record under its governing law, including, if the converted entity is a domestic limited liability partnership, its statement of qualification.

SB566,127 Section 127 . 178.1144 (1) (f) of the statutes is amended to read:

SB566,54,16 178.1144 (1) (f) A statement that upon request the converted entity will provide a copy of the plan of conversion to any person that was an interest holder of the converting entity.

SB566,128 Section 128 . 178.1144 (1) (g) of the statutes is created to read:

SB566,54,18 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.

SB566,129 Section 129 . 178.1145 (1) (f) of the statutes is amended to read:

SB566,55,2 178.1145 (1) (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.0301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

SB566,130 Section 130 . 178.1145 (2) of the statutes is amended to read:

SB566,55,7 178.1145 (2) (a) When a conversion takes effect, the department is the an agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other interest holders, in their capacity as such, of any domestic partnership converting entity.

SB566,55,13 (b) When a conversion takes effect, any foreign converted entity shall promptly pay to the dissenting or dissociating timely honor the rights and obligations of interest holders of under this chapter with respect to any domestic partnership converting entity the amount, if any, to which they are entitled under s. 178.1161 or ss. 180.1301 to 180.1331 or the corresponding provisions of the entity's other governing law.

SB566,131 Section 131 . 178.1145 (3) of the statutes is created to read:

SB566,55,20 178.1145 (3) When a conversion takes effect, any foreign converted entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic converting entity in the manner provided in s. 178.0912, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign converted entity's governing law for purposes of applying this subsection.

SB566,132 Section 132 . 178.1153 (2) of the statutes is amended to read:

SB566,56,3 178.1153 (2) Subject to s. 178.1161 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, except as otherwise provided in the plan of domestication, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.

SB566,133 Section 133 . 178.1153 (3) (b) of the statutes is repealed.

SB566,134 Section 134 . 178.1154 (1) (d) of the statutes is amended to read:

SB566,56,9 178.1154 (1) (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 178.1152 (1) (d) that are to be in a public record under their respective governing laws.

SB566,135 Section 135 . 178.1154 (1) (f) of the statutes is amended to read:

SB566,56,13 178.1154 (1) (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating domesticated entity at the time of the domestication.

SB566,136 Section 136 . 178.1154 (1) (g) of the statutes is created to read:

SB566,56,15 178.1154 (1) (g) A statement whether s. 178.1161 applies to the domestication.

SB566,137 Section 137 . 178.1155 (1) (e) of the statutes is amended to read:

SB566,56,20 178.1155 (1) (e) The non-United States organizational documents of the domesticated entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

SB566,138 Section 138 . 178.1155 (1) (f) of the statutes is amended to read:

SB566,56,25 178.1155 (1) (f) The United States organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

SB566,139 Section 139. 178.1161 (1) (intro.) of the statutes is amended to read:

SB566,57,6 178.1161 (1) (intro.) Except as provided in sub. (2), This section shall apply with respect to a partner in connection with a merger, interest exchange, conversion, or domestication transaction of a domestic partnership may not if the partner does not vote for or consent to the transaction and the transaction would do any of the following with respect to a the partner:

SB566,140 Section 140 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated, renumbered 178.1161 (2) and amended to read:

SB566,57,22 178.1161 (2) Subsection (1) shall not apply If this section applies with respect to a partner if any of the following is applicable: (b) The in connection with a transaction, the partnership offers to have must offer to purchase the partner's interest in the partnership purchased, prior to the merger, interest exchange, conversion, or domestication, in the manner provided in s. 178.0701 for a partner who has not wrongfully dissociated, without taking into account any modification of this provision under the partnership agreement as provided in sub. (3). Actual or alleged failure to comply with this section shall not have any impact on, and shall not constitute any basis to challenge, the effectiveness of the transaction, and the partner's sole remedy with respect to such failure shall be to commence an action under sub. (4) and otherwise enforce such partner's rights under this section. In order to accept the partnership's offer, a partner must notify the partnership within 60 days of receipt of the offer. Both the offer and the acceptance may be conditioned upon consummation of the transaction.

SB566,141 Section 141 . 178.1161 (2) (a) of the statutes is repealed.

SB566,142 Section 142 . 178.1161 (3), (4) and (5) of the statutes are created to read:

SB566,58,6 178.1161 (3) (a) The purchase price of the interest of the partner pursuant to this section is the amount that would be distributable to the partner if, on the date of the transaction, the assets of the partnership were sold and the partnership were wound up, with the sale price equal to the greater of the partnership's liquidation value or the value based on a sale of the entire business as a going concern without the partner.

SB566,58,10 (b) Interest accrues on the purchase price from the date of the transaction to the date of payment. At the option of the partnership, some or all amounts owing, whether or not presently due, from the partner to the partnership may be offset against the purchase price.

SB566,58,14 (c) The partnership shall defend, indemnify, and hold the partner harmless against all liabilities of the surviving, acquiring, converted, or domesticated entity, as the case may be, incurred after the transaction, except liabilities incurred by an act of the partner.

SB566,58,19 (d) If no agreement for the purchase of the interest of the partner pursuant to this section is reached within 120 days of the date of the transaction, the partnership, or the surviving, acquiring, converted, or domesticated entity, as the case may be, shall pay, or cause to be paid, in money to the partner the amount it estimates to be the purchase price and accrued interest, reduced by any offsets under par. (b).

SB566,58,21 (e) The payment required by par. (d) must be accompanied by all of the following:

SB566,58,23 1. A statement of partnership assets and liabilities as of the date of the transaction.

SB566,58,24 2. The latest available partnership balance sheet and income statement, if any.

SB566,58,25 3. An explanation of how the estimated amount of the payment was calculated.

SB566,59,4 4. Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the partner commences an action to determine the purchase price, any offsets and accrued interest under par. (b), or other terms of the obligation to purchase.

SB566,59,17 (4) The partner may maintain an action against the partnership, pursuant to s. 178.0307, to determine the purchase price of the partner's interest, any offsets and accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has made payment in accordance with sub. (3) (d) or within one year after written demand for payment if no offer is made in accordance with sub. (2). The court shall determine the purchase price of the partner's interest, any offset due under sub. (3) (b), and accrued interest, and enter judgment for any additional payment or refund. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to make an offer or payment or to comply with sub. (3).

SB566,59,19 (5) A partner does not give the consent required by sub. (1) merely by consenting to a provision of the written partnership agreement.

SB566,143 Section 143 . Chapter 179 of the statutes is repealed and recreated to read: