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SB810,50,2221 178.1132 (1) (f) A statement whether s. 178.1161 applies to the interest
22exchange.
SB810,109 23Section 109 . 178.1133 (1) of the statutes is amended to read:
SB810,51,3
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.
SB810,110 4Section 110 . 178.1133 (2) of the statutes is amended to read:
SB810,51,125 178.1133 (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.
SB810,111 13Section 111 . 178.1133 (3) (b) of the statutes is repealed.
SB810,112 14Section 112 . 178.1134 (1) (d) of the statutes is amended to read:
SB810,51,1815 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.
SB810,113 19Section 113 . 178.1134 (1) (f) of the statutes is amended to read:
SB810,51,2220 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.
SB810,114 23Section 114 . 178.1135 (1) (a) of the statutes is amended to read:
SB810,52,524 178.1135 (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.
SB810,115 6Section 115 . 178.1135 (5) (a) of the statutes is amended to read:
SB810,52,117 178.1135 (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.
SB810,116 12Section 116 . 178.1135 (5) (b) of the statutes is amended to read:
SB810,52,1813 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.
SB810,117 19Section 117 . 178.1135 (6) of the statutes is created to read:
SB810,52,2520 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.
SB810,118
1Section 118. 178.1141 (1) of the statutes is amended to read:
SB810,53,62 178.1141 (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.
SB810,119 7Section 119 . 178.1142 (1) (f) of the statutes is amended to read:
SB810,53,98 178.1142 (1) (f) Any other matters required by the governing law of the
9converting or converted entity.
SB810,120 10Section 120 . 178.1143 (1) of the statutes is amended to read:
SB810,53,1411 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.
SB810,121 15Section 121 . 178.1143 (2) of the statutes is amended to read:
SB810,53,2216 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.
SB810,122 23Section 122 . 178.1143 (3) (b) of the statutes is repealed.
SB810,123 24Section 123 . 178.1144 (1) (a) of the statutes is amended to read:
SB810,54,2
1178.1144 (1) (a) The name, type of entity, and governing law of the converting
2entity.
SB810,124 3Section 124 . 178.1144 (1) (d) of the statutes is amended to read:
SB810,54,74 178.1144 (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
.
SB810,125 8Section 125 . 178.1144 (1) (f) of the statutes is amended to read:
SB810,54,119 178.1144 (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.
SB810,126 12Section 126 . 178.1144 (1) (g) of the statutes is created to read:
SB810,54,1313 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.
SB810,127 14Section 127 . 178.1145 (1) (f) of the statutes is amended to read:
SB810,54,2215 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.
SB810,128 23Section 128 . 178.1145 (2) of the statutes is amended to read:
SB810,55,224 178.1145 (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.
SB810,55,83 (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
.
SB810,129 9Section 129 . 178.1145 (3) of the statutes is created to read:
SB810,55,1510 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.
SB810,130 16Section 130 . 178.1153 (2) of the statutes is amended to read:
SB810,55,2317 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.
SB810,131 24Section 131 . 178.1153 (3) (b) of the statutes is repealed.
SB810,132 25Section 132 . 178.1154 (1) (d) of the statutes is amended to read:
SB810,56,4
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.
SB810,133 5Section 133 . 178.1154 (1) (f) of the statutes is amended to read:
SB810,56,86 178.1154 (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.
SB810,134 9Section 134 . 178.1154 (1) (g) of the statutes is created to read:
SB810,56,1010 178.1154 (1) (g) A statement whether s. 178.1161 applies to the domestication.
SB810,135 11Section 135 . 178.1155 (1) (e) of the statutes is amended to read:
SB810,56,1512 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.
SB810,136 16Section 136 . 178.1155 (1) (f) of the statutes is amended to read:
SB810,56,2017 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.
SB810,137 21Section 137 . 178.1161 (1) (intro.) of the statutes is amended to read:
SB810,57,222 178.1161 (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:
SB810,138 3Section 138 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated,
4renumbered 178.1161 (2) and amended to read:
SB810,57,185 178.1161 (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
.
SB810,139 19Section 139 . 178.1161 (2) (a) of the statutes is repealed.
SB810,140 20Section 140 . 178.1161 (3), (4) and (5) of the statutes are created to read:
SB810,58,221 178.1161 (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.
SB810,58,63 (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.
SB810,58,107 (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.
SB810,58,1511 (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).
SB810,58,1716 (e) The payment required by par. (d) must be accompanied by all of the
17following:
SB810,58,1918 1. A statement of partnership assets and liabilities as of the date of the
19transaction.
SB810,58,2020 2. The latest available partnership balance sheet and income statement, if any.
SB810,58,2121 3. An explanation of how the estimated amount of the payment was calculated.
SB810,58,2522 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.
SB810,59,13
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).
SB810,59,15 14(5) A partner does not give the consent required by sub. (1) merely by
15consenting to a provision of the written partnership agreement.
SB810,141 16Section 141 . Chapter 179 of the statutes is repealed and recreated to read:
SB810,59,1717 CHAPTER 179
SB810,59,1818 UNIFORM LIMITED PARTNERSHIP law
SB810,59,1919 subchapter I
SB810,59,2020 general provisions
SB810,59,22 21179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform
22Limited Partnership Law."
SB810,59,23 23179.0102 Definitions. In this chapter:
SB810,59,24 24(1g) “Business" includes every trade, occupation, and profession.
SB810,60,2
1(1m) “Certificate of limited partnership" means the certificate required by s.
2179.0201. The term includes the certificate as amended or restated.
SB810,60,5 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.
SB810,60,7 6(3) “Debtor in bankruptcy" means a person that is the subject of any of the
7following:
SB810,60,98 (a) An order for relief under Title 11, USC, or a comparable order under a
9successor statute of general application.
SB810,60,1110 (b) A comparable order under federal, state, or foreign law governing
11insolvency.
SB810,60,12 12(3m) “Department" means the department of financial institutions.
SB810,60,16 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:
SB810,60,1817 1. A redemption or other purchase by a limited partnership of a transferable
18interest.
SB810,60,2219 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.
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