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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.
AB854,55,83 (b) When a conversion takes effect, any foreign converted entity shall promptly
4pay to the dissenting or dissociating
timely honor the rights and obligations of
5interest holders of under this chapter with respect to any domestic partnership
6converting entity the amount, if any, to which they are entitled under s. 178.1161 or
7ss. 180.1301 to 180.1331 or the corresponding provisions of the entity's other
8governing law
.
AB854,129 9Section 129 . 178.1145 (3) of the statutes is created to read:
AB854,55,1510 178.1145 (3) When a conversion takes effect, any foreign converted entity may
11be served with process in this state for the collection and enforcement of any debts,
12obligations, or other liabilities of a domestic converting entity in the manner
13provided in s. 178.0912, except that references to the department in that section shall
14be treated as references to the appropriate authority under the foreign converted
15entity's governing law for purposes of applying this subsection.
AB854,130 16Section 130 . 178.1153 (2) of the statutes is amended to read:
AB854,55,2317 178.1153 (2) Subject to s. 178.1161 and the governing law of the domesticating
18entity
, after a plan of domestication is approved, and at any time before a
19domestication becomes effective, except as otherwise provided in the plan of
20domestication,
the domesticating entity may amend the plan of domestication or
21abandon the domestication as provided in the plan of domestication or, except as
22otherwise provided in the plan of domestication,
with the same vote or consent as was
23required to approve the plan of domestication.
AB854,131 24Section 131 . 178.1153 (3) (b) of the statutes is repealed.
AB854,132 25Section 132 . 178.1154 (1) (d) of the statutes is amended to read:
AB854,56,4
1178.1154 (1) (d) Any amendments to the organizational documents of the
2domesticating entity and any organizational documents of the domesticated entity
3under s. 178.1152 (1) (d) that are to be in a public record under their respective
4governing laws.
AB854,133 5Section 133 . 178.1154 (1) (f) of the statutes is amended to read:
AB854,56,86 178.1154 (1) (f) A statement that upon request the domesticated entity will
7provide a copy of the plan of domestication to any person that was an interest holder
8in the domesticating domesticated entity at the time of the domestication.
AB854,134 9Section 134 . 178.1154 (1) (g) of the statutes is created to read:
AB854,56,1010 178.1154 (1) (g) A statement whether s. 178.1161 applies to the domestication.
AB854,135 11Section 135 . 178.1155 (1) (e) of the statutes is amended to read:
AB854,56,1512 178.1155 (1) (e) The non-United States organizational documents of the
13domesticated entity are amended to the extent, if any, provided in the plan of
14domestication and, to the extent such amendments are to be reflected in a public
15record, as provided in the articles of domestication.
AB854,136 16Section 136 . 178.1155 (1) (f) of the statutes is amended to read:
AB854,56,2017 178.1155 (1) (f) The United States organizational documents of the
18domesticated entity are as provided in the plan of domestication and, to the extent
19such organizational documents are to be reflected in a public record, as provided in
20the articles of domestication.
AB854,137 21Section 137 . 178.1161 (1) (intro.) of the statutes is amended to read:
AB854,57,222 178.1161 (1) (intro.) Except as provided in sub. (2), This section shall apply with
23respect to a partner in connection with
a merger, interest exchange, conversion, or
24domestication transaction of a domestic partnership may not if the partner does not

1vote for or consent to the transaction and the transaction would
do any of the
2following with respect to a the partner:
AB854,138 3Section 138 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated,
4renumbered 178.1161 (2) and amended to read:
AB854,57,185 178.1161 (2) Subsection (1) shall not apply If this section applies with respect
6to a partner if any of the following is applicable: (b) The in connection with a
7transaction, the
partnership offers to have must offer to purchase the partner's
8interest in the partnership purchased, prior to the merger, interest exchange,
9conversion, or domestication, in the manner provided in s. 178.0701 for a partner
10who has not wrongfully dissociated, without taking into account any modification of
11this provision under the partnership agreement
as provided in sub. (3). Actual or
12alleged failure to comply with this section shall not have any impact on, and shall
13not constitute any basis to challenge, the effectiveness of the transaction, and the
14partner's sole remedy with respect to such failure shall be to commence an action
15under sub. (4) and otherwise enforce such partner's rights under this section. In
16order to accept the partnership's offer, a partner must notify the partnership within
1760 days of receipt of the offer. Both the offer and the acceptance may be conditioned
18upon consummation of the transaction
.
AB854,139 19Section 139 . 178.1161 (2) (a) of the statutes is repealed.
AB854,140 20Section 140 . 178.1161 (3), (4) and (5) of the statutes are created to read:
AB854,58,221 178.1161 (3) (a) The purchase price of the interest of the partner pursuant to
22this section is the amount that would be distributable to the partner if, on the date
23of the transaction, the assets of the partnership were sold and the partnership were
24wound up, with the sale price equal to the greater of the partnership's liquidation

1value or the value based on a sale of the entire business as a going concern without
2the partner.
AB854,58,63 (b) Interest accrues on the purchase price from the date of the transaction to
4the date of payment. At the option of the partnership, some or all amounts owing,
5whether or not presently due, from the partner to the partnership may be offset
6against the purchase price.
AB854,58,107 (c) The partnership shall defend, indemnify, and hold the partner harmless
8against all liabilities of the surviving, acquiring, converted, or domesticated entity,
9as the case may be, incurred after the transaction, except liabilities incurred by an
10act of the partner.
AB854,58,1511 (d) If no agreement for the purchase of the interest of the partner pursuant to
12this section is reached within 120 days of the date of the transaction, the partnership,
13or the surviving, acquiring, converted, or domesticated entity, as the case may be,
14shall pay, or cause to be paid, in money to the partner the amount it estimates to be
15the purchase price and accrued interest, reduced by any offsets under par. (b).
AB854,58,1716 (e) The payment required by par. (d) must be accompanied by all of the
17following:
AB854,58,1918 1. A statement of partnership assets and liabilities as of the date of the
19transaction.
AB854,58,2020 2. The latest available partnership balance sheet and income statement, if any.
AB854,58,2121 3. An explanation of how the estimated amount of the payment was calculated.
AB854,58,2522 4. Written notice that the payment is in full satisfaction of the obligation to
23purchase unless, not later than 120 days after the written notice, the partner
24commences an action to determine the purchase price, any offsets and accrued
25interest under par. (b), or other terms of the obligation to purchase.
AB854,59,13
1(4) The partner may maintain an action against the partnership, pursuant to
2s. 178.0307, to determine the purchase price of the partner's interest, any offsets and
3accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
4action must be commenced not later than 120 days after the partnership has made
5payment in accordance with sub. (3) (d) or within one year after written demand for
6payment if no offer is made in accordance with sub. (2). The court shall determine
7the purchase price of the partner's interest, any offset due under sub. (3) (b), and
8accrued interest, and enter judgment for any additional payment or refund. The
9court may assess reasonable attorney fees and the fees and expenses of appraisers
10or other experts for a party to the action, in amounts the court finds equitable,
11against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
12The finding may be based on the partnership's failure to make an offer or payment
13or to comply with sub. (3).
AB854,59,15 14(5) A partner does not give the consent required by sub. (1) merely by
15consenting to a provision of the written partnership agreement.
AB854,141 16Section 141 . Chapter 179 of the statutes is repealed and recreated to read:
AB854,59,1717 CHAPTER 179
AB854,59,1818 UNIFORM LIMITED PARTNERSHIP law
AB854,59,1919 subchapter I
AB854,59,2020 general provisions
AB854,59,22 21179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform
22Limited Partnership Law."
AB854,59,23 23179.0102 Definitions. In this chapter:
AB854,59,24 24(1g) “Business" includes every trade, occupation, and profession.
AB854,60,2
1(1m) “Certificate of limited partnership" means the certificate required by s.
2179.0201. The term includes the certificate as amended or restated.
AB854,60,5 3(2) “Contribution," except in the phrase “right of contribution," means property
4or a benefit described in s. 179.0501 which is provided by a person to a limited
5partnership to become a partner or in the person's capacity as a partner.
AB854,60,7 6(3) “Debtor in bankruptcy" means a person that is the subject of any of the
7following:
AB854,60,98 (a) An order for relief under Title 11, USC, or a comparable order under a
9successor statute of general application.
AB854,60,1110 (b) A comparable order under federal, state, or foreign law governing
11insolvency.
AB854,60,12 12(3m) “Department" means the department of financial institutions.
AB854,60,16 13(4) (a) Except as provided in par. (b), “distribution" means a transfer of money
14or other property from a limited partnership to a person on account of a transferable
15interest or in the person's capacity as a partner. The term includes all of the
16following:
AB854,60,1817 1. A redemption or other purchase by a limited partnership of a transferable
18interest.
AB854,60,2219 2. A transfer to a partner in return for the partner's relinquishment of any right
20to participate as a partner in the management or conduct of the partnership's
21activities and affairs or have access to records or other information concerning the
22partnership's activities and affairs.
AB854,61,223 (b) “Distribution" does not include amounts constituting reasonable
24compensation for present or past service, payments made in the ordinary course of
25business under a bona fide retirement plan or other bona fide benefits program, or

1other payments made to partners for good and valuable consideration other than in
2their capacity as partners.
AB854,61,4 3(4c) “Domestic" means, with respect to an entity, an entity whose governing
4law is the law of this state.
AB854,61,6 5(4j) “Electronic" means relating to technology having electronic, digital,
6magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB854,61,7 7(4p) “Entity" means a person other than an individual.
AB854,61,9 8(4t) “Foreign" means, with respect to an entity, an entity whose governing law
9is other than the law of this state.
AB854,61,13 10(5) “Foreign limited liability limited partnership" means a foreign limited
11partnership whose general partners have limited liability for the debts, obligations,
12or other liabilities of the foreign limited partnership under a provision similar to s.
13179.0404 (3).
AB854,61,16 14(6) “Foreign limited partnership" means an association that would be a limited
15partnership subject to this chapter but for the fact that its governing law is not the
16law of this state. The term includes a foreign limited liability limited partnership.
AB854,61,18 17(6m) “General cooperative association" means, with respect to a Wisconsin
18cooperative, a cooperative organized under ch. 185.
AB854,61,19 19(7) “General partner" means a person that satisfies all of the following:
AB854,61,2220 (a) The person has become a general partner under s. 179.0401 or was a general
21partner in a limited partnership when the partnership became subject to this
22chapter under subch. XI or s. 179.0112.
AB854,61,2323 (b) The person has not dissociated as a general partner under s. 179.0603.
AB854,62,3 24(7m) “Governing law" means, with respect to an entity, the law of the
25jurisdiction that collectively governs its internal affairs and the liability of the

1persons associated with the entity for a debt, obligation, or other liability of the entity
2under s. 179.0104 or the corresponding applicable law with respect to entities other
3than domestic limited partnerships.
AB854,62,5 4(8) “Jurisdiction," used to refer to a political entity, means the United States,
5a state, a foreign country, or a political subdivision of a foreign country.
AB854,62,7 6(8m) “Limited cooperative association" means, with respect to a Wisconsin
7cooperative, a cooperative organized under ch. 193.
AB854,62,11 8(10) “Limited liability limited partnership," except in the phrase “foreign
9limited liability limited partnership," or “domestic limited liability limited
10partnership” means a limited partnership whose certificate of limited partnership
11states that the partnership is a limited liability limited partnership.
AB854,62,12 12(11) “Limited partner" means a person that satisfies all of the following:
AB854,62,1513 (a) The person has become a limited partner under s. 179.0301 or was a limited
14partner in a limited partnership when the partnership became subject to this
15chapter under subch. XI or s. 179.0112.
AB854,62,1616 (b) The person has not dissociated under s. 179.0601.
AB854,62,20 17(12) “Limited partnership," except in the phrase “foreign limited partnership,"
18or “domestic limited partnership” means an entity which was formed under this
19chapter or became subject to this chapter and which is still subject to this chapter.
20The term includes a limited liability limited partnership.
AB854,62,21 21(13) “Partner" means a limited partner or general partner.
AB854,63,2 22(14) “Partnership agreement" means the agreement, whether or not referred
23to as a partnership agreement and whether oral, implied, in a record, or in any
24combination thereof, of all the partners of a limited partnership concerning the

1matters described in s. 179.0105 (1). The term includes the agreement as amended
2or restated.
AB854,63,8 3(15) “Person" means an individual, business corporation, nonprofit or nonstock
4corporation, partnership, limited partnership, limited liability company, general
5cooperative association, limited cooperative association, unincorporated association,
6statutory trust, business trust, common-law business trust, estate, trust,
7association, joint venture, public corporation, government or governmental
8subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB854,63,11 9(16) “Principal office" means the principal executive office of a limited
10partnership or foreign limited partnership, whether or not the office is located in this
11state.
AB854,63,13 12(17) “Property" means all property, whether real, personal, or mixed or tangible
13or intangible, or any right or interest therein.
AB854,63,16 14(18) “Record," used as a noun, means information that is inscribed on a tangible
15medium or that is stored in an electronic or other medium and is retrievable in
16perceivable form.
AB854,63,19 17(19) “Registered agent" means an agent of a limited partnership or foreign
18limited partnership that is authorized to receive service of any process, notice, or
19demand required or permitted by law to be served on the partnership.
AB854,63,22 20(20) “Registered foreign limited partnership" means a foreign limited
21partnership that is registered to do business in this state pursuant to a statement
22of registration filed by the department.
AB854,63,24 23(21) “Required information" means the information that a limited partnership
24is required to maintain under s. 179.0108.
AB854,64,2
1(22) “Sign" means, with present intent to authenticate or adopt a record, any
2of the following:
AB854,64,33 (a) To execute or adopt a tangible symbol.
AB854,64,54 (b) To attach to or logically associate with the record an electronic symbol,
5sound, or process.
AB854,64,8 6(23) “State" means a state of the United States, the District of Columbia,
7Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject
8to the jurisdiction of the United States.
AB854,64,9 9(24) “Transfer" includes all of the following:
AB854,64,1010 (a) An assignment.
AB854,64,1111 (b) A conveyance.
AB854,64,1212 (c) A sale.
AB854,64,1313 (d) A lease.
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