This is the preview version of the Wisconsin State Legislature site.
Please see http://docs.legis.wisconsin.gov for the production version.
AB854,83 23Section 83 . 178.1004 (intro.) of the statutes is amended to read:
AB854,46,2 24178.1004 Amendment or cancellation of foreign registration
25statement.
(intro.) A registered foreign limited liability partnership shall deliver

1to the department for filing an amendment to, or cancellation of, as appropriate, its
2foreign registration statement if there is a change in any of the following:
AB854,84 3Section 84 . 178.1004 (1) of the statutes is amended to read:
AB854,46,64 178.1004 (1) The name of the partnership and, if the name of the partnership
5filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted
6pursuant to s. 178.1006 (1)
.
AB854,85 7Section 85 . 178.1004 (4) of the statutes is amended to read:
AB854,46,108 178.1004 (4) The information required by s. 178.1003 (5), unless such
9information has previously been changed pursuant to s. 178.0116, 178.0909, or
10178.0913 (5).
AB854,86 11Section 86 . 178.1006 (1) of the statutes is amended to read:
AB854,46,1612 178.1006 (1) A foreign limited liability partnership whose name does not
13comply with s. 178.0902 (3) may not register to do business in this state until it
14adopts, for the purpose of doing business in this state, a fictitious name that complies
15with s. 178.0902 (3). After registering to do business in this state with a fictitious
16name, the partnership shall only do business in this state under the fictitious name.
AB854,87 17Section 87 . 178.1006 (2) of the statutes is amended to read:
AB854,46,2118 178.1006 (2) If a registered foreign limited liability partnership changes its
19name to one that does not comply with s. 178.0902 (3), it may not do business in this
20state until it complies with sub. (1) by amending its registration to adopt a fictitious
21name that complies with s. 178.0902 (3).
AB854,88 22Section 88 . 178.1009 (1) (c) of the statutes is amended to read:
AB854,47,223 178.1009 (1) (c) The name of the applicant foreign entity into which the foreign
24limited liability partnership has merged or to which it has been converted and, if the

1name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s.
2178.1006 (1).
AB854,89 3Section 89 . 178.1009 (1) (f) of the statutes is amended to read:
AB854,47,64 178.1009 (1) (f) The street address of the applicant foreign entity's registered
5office in this state and the name and e-mail address of its registered agent at that
6address.
AB854,90 7Section 90 . 178.10101 (1) (d) of the statutes is amended to read:
AB854,47,128 178.10101 (1) (d) The foreign limited liability partnership does not inform the
9department under s. 178.0909 or, 178.0910, or 178.1004 that its registered agent or
10registered office has changed, that its registered agent has resigned, or that its
11registered office has been discontinued, within 6 months of the change, resignation,
12or discontinuance.
AB854,91 13Section 91 . 178.10102 (1) of the statutes is amended to read:
AB854,47,1814 178.10102 (1) If the department determines that one or more grounds exist
15under s. 178.10101 for revocation of a foreign limited liability partnership's
16statement of foreign registration, the department may give the foreign limited
17liability partnership notice of the determination. The notice shall be in writing and
18addressed to the registered office agent of the foreign limited liability partnership.
AB854,92 19Section 92 . 178.10102 (2) (b) of the statutes is amended to read:
AB854,48,220 178.10102 (2) (b) If the foreign limited liability partnership fails to satisfy par.
21(a), the department may revoke the foreign limited liability partnership's statement
22of foreign registration by entering a notation in the department's records to reflect
23each ground for revocation and the effective date of the revocation. The department
24shall give the foreign limited liability partnership notice of each ground for

1revocation and the effective date of the revocation. The notice shall be in writing and
2addressed to the registered office agent of the foreign limited liability partnership.
AB854,93 3Section 93 . 178.1011 (1) (c) of the statutes is amended to read:
AB854,48,84 178.1011 (1) (c) That Whether the partnership revokes the authority of its
5registered agent to accept service on its behalf and, in any event, that it also consents
6to service of process under sub. (2) in any civil, criminal, administrative, or
7investigatory proceeding based on a cause of action arising during the time the
8partnership was registered to do business in this state.
AB854,94 9Section 94 . 178.1101 (16) (b) of the statutes is amended to read:
AB854,48,1010 178.1101 (16) (b) A membership in a nonprofit or nonstock corporation.
AB854,95 11Section 95 . 178.1101 (16) (h) of the statutes is amended to read:
AB854,48,1212 178.1101 (16) (h) A membership in an unincorporated nonprofit association.
AB854,96 13Section 96 . 178.1101 (18) (b) of the statutes is amended to read:
AB854,48,1414 178.1101 (18) (b) A member of a nonprofit or nonstock corporation.
AB854,97 15Section 97 . 178.1101 (18) (i) of the statutes is amended to read:
AB854,48,1616 178.1101 (18) (i) A member of an unincorporated nonprofit association.
AB854,98 17Section 98 . 178.1102 (2) of the statutes is amended to read:
AB854,48,2218 178.1102 (2) A transaction effected under this chapter subchapter may not
19create or impair a right, duty, or obligation of a person under the law of this state,
20other than this subchapter, relating to a change in control, takeover, business
21combination, control-share acquisition, or similar transaction involving a domestic
22constituent, acquired, or converting entity.
AB854,99 23Section 99 . 178.1123 (2) of the statutes is amended to read:
AB854,49,424 178.1123 (2) Subject to s. 178.1161 and the governing law of each constituent
25entity
, after a plan of merger is approved, and at any time before a merger becomes

1effective, except as otherwise provided in the plan of merger, the constituent entities
2may amend the plan of merger or abandon the merger as provided in the plan of
3merger or, except as otherwise provided in the plan of merger, with the same vote or
4consent as was required to approve the plan of merger.
AB854,100 5Section 100 . 178.1123 (3) (b) of the statutes is repealed.
AB854,101 6Section 101 . 178.1124 (1) (d) 2. of the statutes is amended to read:
AB854,49,107 178.1124 (1) (d) 2. If the surviving entity is to be created in the merger, any of
8its organizational documents under s. 178.1122 (1) (e) that are to be in a public record
9under its governing law, including, if the surviving entity is a domestic limited
10liability partnership, its statement of qualification
.
AB854,102 11Section 102 . 178.1124 (1) (f) of the statutes is amended to read:
AB854,49,1412 178.1124 (1) (f) A statement that upon request the surviving entity will provide
13a copy of the plan of merger to any person that was an interest holder of a constituent
14entity.
AB854,103 15Section 103 . 178.1124 (1) (g) of the statutes is created to read:
AB854,49,1616 178.1124 (1) (g) A statement whether s. 178.1161 applies to the merger.
AB854,104 17Section 104 . 178.1125 (1) (f) of the statutes is amended to read:
AB854,49,2518 178.1125 (1) (f) The interests of each constituent entity that are to be converted
19into interests, securities, or obligations of the surviving entity , or rights to acquire
20such interests or securities, money, other property, or any combination of the
21foregoing, are converted as provided in the plan of merger, and the former interest
22holders of the interests are entitled only to the rights provided to them in the plan
23of merger or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.1301 to
24180.1331, 181.1180, 183.1061, or otherwise under the governing law of the
25constituent entity. All other terms and conditions of the merger also take effect.
AB854,105
1Section 105. 178.1125 (2) (a) of the statutes is amended to read:
AB854,50,52 178.1125 (2) (a) When a merger takes effect, the department is the an agent
3of any foreign surviving entity for service of process in a proceeding to enforce any
4obligation or the rights of dissenting shareholders or other interest holders, in their
5capacity as such,
of each domestic partnership constituent entity.
AB854,106 6Section 106 . 178.1125 (2) (b) of the statutes is amended to read:
AB854,50,127 178.1125 (2) (b) When a merger takes effect, any foreign surviving entity shall
8promptly pay to the dissenting or dissociating timely honor the rights and
9obligations of
interest holders of under this chapter with respect to each domestic
10partnership constituent entity the amount, if any, to which they are entitled under
11ss. 178.1161,
179.77, or 180.1301 to 180.1331 or the corresponding provisions of the
12entity's other governing law
.
AB854,107 13Section 107 . 178.1125 (3) of the statutes is created to read:
AB854,50,1914 178.1125 (3) When a merger takes effect, any foreign surviving entity may be
15served with process in this state for the collection and enforcement of any debts,
16obligations, or other liabilities of a domestic merging entity in the manner provided
17in s. 178.0912, except that references to the department in that section shall be
18treated as references to the appropriate authority under the foreign surviving
19entity's governing law for purposes of applying this subsection.
AB854,108 20Section 108 . 178.1132 (1) (f) of the statutes is created to read:
AB854,50,2221 178.1132 (1) (f) A statement whether s. 178.1161 applies to the interest
22exchange.
AB854,109 23Section 109 . 178.1133 (1) of the statutes is amended to read:
AB854,51,3
1178.1133 (1) Subject to s. 178.1161, a plan of interest exchange must be
2approved by a vote or consent of all of the partners of with respect to each domestic
3partnership that is an acquiring or acquired entity.
AB854,110 4Section 110 . 178.1133 (2) of the statutes is amended to read:
AB854,51,125 178.1133 (2) Subject to s. 178.1161 and the governing law of each of the
6acquiring entity and acquired entity
, after a plan of interest exchange is approved,
7and at any time before an interest exchange becomes effective, except as otherwise
8provided in the plan of interest exchange,
the acquiring and acquired entities may
9amend the plan of interest exchange or abandon the interest exchange as provided
10in the plan of interest exchange or, except as otherwise provided in the plan of
11interest exchange,
with the same vote or consent as was required to approve the plan
12of interest exchange.
AB854,111 13Section 111 . 178.1133 (3) (b) of the statutes is repealed.
AB854,112 14Section 112 . 178.1134 (1) (d) of the statutes is amended to read:
AB854,51,1815 178.1134 (1) (d) Any amendments to the organizational documents of the
16acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record
17under their respective governing laws or, if there are no such amendments, a
18statement to that effect.
AB854,113 19Section 113 . 178.1134 (1) (f) of the statutes is amended to read:
AB854,51,2220 178.1134 (1) (f) A statement that upon request the acquiring entity will provide
21a copy of the plan of interest exchange to any person that was an interest holder of
22the acquired entity immediately prior to the interest exchange.
AB854,114 23Section 114 . 178.1135 (1) (a) of the statutes is amended to read:
AB854,52,524 178.1135 (1) (a) The interests in the acquired entity which are the subject of
25the interest exchange are exchanged as provided in the plan of interest exchange,

1and the former interest holders of those interests are entitled only to the rights
2provided to them under the plan of interest exchange or to their rights, if any, under
3ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or
4otherwise under the governing law of the acquired entity. All other terms and
5conditions of the interest exchange also take effect.
AB854,115 6Section 115 . 178.1135 (5) (a) of the statutes is amended to read:
AB854,52,117 178.1135 (5) (a) When an interest exchange takes effect, the department is the
8an agent of any foreign acquiring entity for service of process in a proceeding to
9enforce any obligation or the rights of dissenting or other owners interest holders,
10in their capacity as such,
of each domestic partnership acquired entity that is a party
11to the interest exchange.
AB854,116 12Section 116 . 178.1135 (5) (b) of the statutes is amended to read:
AB854,52,1813 178.1135 (5) (b) When an interest exchange takes effect, any foreign acquiring
14entity shall promptly pay to any dissenting or other former owners of timely honor
15the rights and obligations of interest holders under this chapter with respect to
each
16acquired domestic partnership the amount, if any, to which they are entitled under
17ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of
18the acquired domestic partnership under its governing law
acquired entity.
AB854,117 19Section 117 . 178.1135 (6) of the statutes is created to read:
AB854,52,2520 178.1135 (6) When an interest exchange takes effect, any foreign acquiring
21entity may be served with process in this state for the collection and enforcement of
22any debts, obligations, or other liabilities of a domestic acquired entity in the manner
23provided in s. 178.0912, except that references to the department in that section shall
24be treated as references to the appropriate authority under the foreign acquiring
25entity's governing law for purposes of applying this subsection.
AB854,118
1Section 118. 178.1141 (1) of the statutes is amended to read:
AB854,53,62 178.1141 (1) A domestic partnership may convert to another type of domestic
3entity, other than a domestic partnership, or to any type of foreign entity, pursuant
4to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted
5under the governing law of the converting entity and the governing law that is to
6apply to the converted entity.
AB854,119 7Section 119 . 178.1142 (1) (f) of the statutes is amended to read:
AB854,53,98 178.1142 (1) (f) Any other matters required by the governing law of the
9converting or converted entity.
AB854,120 10Section 120 . 178.1143 (1) of the statutes is amended to read:
AB854,53,1411 178.1143 (1) Subject to s. 178.1161, a plan of conversion must be approved by
12a vote or consent of all of the partners of with respect to a converting domestic
13partnership. A plan of conversion into a converted domestic partnership converted
14entity
must be approved pursuant to the governing law of the converting entity.
AB854,121 15Section 121 . 178.1143 (2) of the statutes is amended to read:
AB854,53,2216 178.1143 (2) Subject to s. 178.1161 and the governing law of each of the
17converting entity and converted entity
, after a plan of conversion is approved, and
18at any time before a conversion becomes effective, except as otherwise provided in
19the plan of conversion,
the converting entity may amend the plan of conversion or
20abandon the conversion as provided in the plan of conversion or, except as otherwise
21provided in the plan of conversion,
with the same vote or consent as was required to
22approve the plan of conversion.
AB854,122 23Section 122 . 178.1143 (3) (b) of the statutes is repealed.
AB854,123 24Section 123 . 178.1144 (1) (a) of the statutes is amended to read:
AB854,54,2
1178.1144 (1) (a) The name, type of entity, and governing law of the converting
2entity.
AB854,124 3Section 124 . 178.1144 (1) (d) of the statutes is amended to read:
AB854,54,74 178.1144 (1) (d) Any organizational documents of the converted entity under
5s. 178.1142 (1) (e)
that are to be in a public record under its governing law, including,
6if the converted entity is a domestic limited liability partnership, its statement of
7qualification
.
AB854,125 8Section 125 . 178.1144 (1) (f) of the statutes is amended to read:
AB854,54,119 178.1144 (1) (f) A statement that upon request the converted entity will provide
10a copy of the plan of conversion to any person that was an interest holder of the
11converting entity.
AB854,126 12Section 126 . 178.1144 (1) (g) of the statutes is created to read:
AB854,54,1313 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.
AB854,127 14Section 127 . 178.1145 (1) (f) of the statutes is amended to read:
AB854,54,2215 178.1145 (1) (f) The interests of the converting entity that are to be converted
16into interests, securities, or obligations of the surviving entity, rights to acquire such
17interests or securities, money, other property, or any combination of the foregoing,
18are converted as provided in the plan of conversion, and the former interest holders
19of the converting entity are entitled only to the rights provided in the plan of
20conversion or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.0301
21to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the
22converting entity. All other terms and conditions of the conversion also take effect.
AB854,128 23Section 128 . 178.1145 (2) of the statutes is amended to read:
AB854,55,224 178.1145 (2) (a) When a conversion takes effect, the department is the an agent
25of any foreign converted entity for service of process in a proceeding to enforce any

1obligation or the rights of dissenting shareholders or other interest holders, in their
2capacity as such,
of any domestic partnership converting entity.
Loading...
Loading...