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AB566,54,1818 178.1144 (1) (g) A statement whether s. 178.1161 applies to the conversion.
AB566,129 19Section 129 . 178.1145 (1) (f) of the statutes is amended to read:
AB566,55,220 178.1145 (1) (f) The interests of the converting entity that are to be converted
21into interests, securities, or obligations of the surviving entity, rights to acquire such
22interests or securities, money, other property, or any combination of the foregoing,
23are converted as provided in the plan of conversion, and the former interest holders
24of the converting entity are entitled only to the rights provided in the plan of
25conversion or to their rights, if any, under ss. 178.1161, 179.77 179.1161, 180.0301

1to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the
2converting entity. All other terms and conditions of the conversion also take effect.
AB566,130 3Section 130 . 178.1145 (2) of the statutes is amended to read:
AB566,55,74 178.1145 (2) (a) When a conversion takes effect, the department is the an agent
5of any foreign converted entity for service of process in a proceeding to enforce any
6obligation or the rights of dissenting shareholders or other interest holders, in their
7capacity as such,
of any domestic partnership converting entity.
AB566,55,138 (b) When a conversion takes effect, any foreign converted entity shall promptly
9pay to the dissenting or dissociating
timely honor the rights and obligations of
10interest holders of under this chapter with respect to any domestic partnership
11converting entity the amount, if any, to which they are entitled under s. 178.1161 or
12ss. 180.1301 to 180.1331 or the corresponding provisions of the entity's other
13governing law
.
AB566,131 14Section 131 . 178.1145 (3) of the statutes is created to read:
AB566,55,2015 178.1145 (3) When a conversion takes effect, any foreign converted entity may
16be served with process in this state for the collection and enforcement of any debts,
17obligations, or other liabilities of a domestic converting entity in the manner
18provided in s. 178.0912, except that references to the department in that section shall
19be treated as references to the appropriate authority under the foreign converted
20entity's governing law for purposes of applying this subsection.
AB566,132 21Section 132 . 178.1153 (2) of the statutes is amended to read:
AB566,56,322 178.1153 (2) Subject to s. 178.1161 and the governing law of the domesticating
23entity
, after a plan of domestication is approved, and at any time before a
24domestication becomes effective, except as otherwise provided in the plan of
25domestication,
the domesticating entity may amend the plan of domestication or

1abandon the domestication as provided in the plan of domestication or, except as
2otherwise provided in the plan of domestication,
with the same vote or consent as was
3required to approve the plan of domestication.
AB566,133 4Section 133 . 178.1153 (3) (b) of the statutes is repealed.
AB566,134 5Section 134 . 178.1154 (1) (d) of the statutes is amended to read:
AB566,56,96 178.1154 (1) (d) Any amendments to the organizational documents of the
7domesticating entity and any organizational documents of the domesticated entity
8under s. 178.1152 (1) (d) that are to be in a public record under their respective
9governing laws.
AB566,135 10Section 135 . 178.1154 (1) (f) of the statutes is amended to read:
AB566,56,1311 178.1154 (1) (f) A statement that upon request the domesticated entity will
12provide a copy of the plan of domestication to any person that was an interest holder
13in the domesticating domesticated entity at the time of the domestication.
AB566,136 14Section 136 . 178.1154 (1) (g) of the statutes is created to read:
AB566,56,1515 178.1154 (1) (g) A statement whether s. 178.1161 applies to the domestication.
AB566,137 16Section 137 . 178.1155 (1) (e) of the statutes is amended to read:
AB566,56,2017 178.1155 (1) (e) The non-United States organizational documents of the
18domesticated entity are amended to the extent, if any, provided in the plan of
19domestication and, to the extent such amendments are to be reflected in a public
20record, as provided in the articles of domestication.
AB566,138 21Section 138 . 178.1155 (1) (f) of the statutes is amended to read:
AB566,56,2522 178.1155 (1) (f) The United States organizational documents of the
23domesticated entity are as provided in the plan of domestication and, to the extent
24such organizational documents are to be reflected in a public record, as provided in
25the articles of domestication.
AB566,139
1Section 139. 178.1161 (1) (intro.) of the statutes is amended to read:
AB566,57,62 178.1161 (1) (intro.) Except as provided in sub. (2), This section shall apply with
3respect to a partner in connection with
a merger, interest exchange, conversion, or
4domestication transaction of a domestic partnership may not if the partner does not
5vote for or consent to the transaction and the transaction would
do any of the
6following with respect to a the partner:
AB566,140 7Section 140 . 178.1161 (2) (intro.) and (b) of the statutes are consolidated,
8renumbered 178.1161 (2) and amended to read:
AB566,57,229 178.1161 (2) Subsection (1) shall not apply If this section applies with respect
10to a partner if any of the following is applicable: (b) The in connection with a
11transaction, the
partnership offers to have must offer to purchase the partner's
12interest in the partnership purchased, prior to the merger, interest exchange,
13conversion, or domestication, in the manner provided in s. 178.0701 for a partner
14who has not wrongfully dissociated, without taking into account any modification of
15this provision under the partnership agreement
as provided in sub. (3). Actual or
16alleged failure to comply with this section shall not have any impact on, and shall
17not constitute any basis to challenge, the effectiveness of the transaction, and the
18partner's sole remedy with respect to such failure shall be to commence an action
19under sub. (4) and otherwise enforce such partner's rights under this section. In
20order to accept the partnership's offer, a partner must notify the partnership within
2160 days of receipt of the offer. Both the offer and the acceptance may be conditioned
22upon consummation of the transaction
.
AB566,141 23Section 141 . 178.1161 (2) (a) of the statutes is repealed.
AB566,142 24Section 142 . 178.1161 (3), (4) and (5) of the statutes are created to read:
AB566,58,6
1178.1161 (3) (a) The purchase price of the interest of the partner pursuant to
2this section is the amount that would be distributable to the partner if, on the date
3of the transaction, the assets of the partnership were sold and the partnership were
4wound up, with the sale price equal to the greater of the partnership's liquidation
5value or the value based on a sale of the entire business as a going concern without
6the partner.
AB566,58,107 (b) Interest accrues on the purchase price from the date of the transaction to
8the date of payment. At the option of the partnership, some or all amounts owing,
9whether or not presently due, from the partner to the partnership may be offset
10against the purchase price.
AB566,58,1411 (c) The partnership shall defend, indemnify, and hold the partner harmless
12against all liabilities of the surviving, acquiring, converted, or domesticated entity,
13as the case may be, incurred after the transaction, except liabilities incurred by an
14act of the partner.
AB566,58,1915 (d) If no agreement for the purchase of the interest of the partner pursuant to
16this section is reached within 120 days of the date of the transaction, the partnership,
17or the surviving, acquiring, converted, or domesticated entity, as the case may be,
18shall pay, or cause to be paid, in money to the partner the amount it estimates to be
19the purchase price and accrued interest, reduced by any offsets under par. (b).
AB566,58,2120 (e) The payment required by par. (d) must be accompanied by all of the
21following:
AB566,58,2322 1. A statement of partnership assets and liabilities as of the date of the
23transaction.
AB566,58,2424 2. The latest available partnership balance sheet and income statement, if any.
AB566,58,2525 3. An explanation of how the estimated amount of the payment was calculated.
AB566,59,4
14. Written notice that the payment is in full satisfaction of the obligation to
2purchase unless, not later than 120 days after the written notice, the partner
3commences an action to determine the purchase price, any offsets and accrued
4interest under par. (b), or other terms of the obligation to purchase.
AB566,59,17 5(4) The partner may maintain an action against the partnership, pursuant to
6s. 178.0307, to determine the purchase price of the partner's interest, any offsets and
7accrued interest under sub. (3) (b), or other terms of the obligation to purchase. The
8action must be commenced not later than 120 days after the partnership has made
9payment in accordance with sub. (3) (d) or within one year after written demand for
10payment if no offer is made in accordance with sub. (2). The court shall determine
11the purchase price of the partner's interest, any offset due under sub. (3) (b), and
12accrued interest, and enter judgment for any additional payment or refund. The
13court may assess reasonable attorney fees and the fees and expenses of appraisers
14or other experts for a party to the action, in amounts the court finds equitable,
15against a party that the court finds acted arbitrarily, vexatiously, or not in good faith.
16The finding may be based on the partnership's failure to make an offer or payment
17or to comply with sub. (3).
AB566,59,19 18(5) A partner does not give the consent required by sub. (1) merely by
19consenting to a provision of the written partnership agreement.
AB566,143 20Section 143 . Chapter 179 of the statutes is repealed and recreated to read:
AB566,59,2121 CHAPTER 179
AB566,59,2222 UNIFORM LIMITED PARTNERSHIP law
AB566,59,2323 subchapter I
AB566,59,2424 general provisions
AB566,60,2
1179.0101 Short title. This chapter may be cited as the “Wisconsin Uniform
2Limited Partnership Law."
AB566,60,3 3179.0102 Definitions. In this chapter:
AB566,60,4 4(1g) “Business" includes every trade, occupation, and profession.
AB566,60,6 5(1m) “Certificate of limited partnership" means the certificate required by s.
6179.0201. The term includes the certificate as amended or restated.
AB566,60,9 7(2) “Contribution," except in the phrase “right of contribution," means property
8or a benefit described in s. 179.0501 which is provided by a person to a limited
9partnership to become a partner or in the person's capacity as a partner.
AB566,60,11 10(3) “Debtor in bankruptcy" means a person that is the subject of any of the
11following:
AB566,60,1312 (a) An order for relief under Title 11, USC, or a comparable order under a
13successor statute of general application.
AB566,60,1514 (b) A comparable order under federal, state, or foreign law governing
15insolvency.
AB566,60,16 16(3m) “Department" means the department of financial institutions.
AB566,60,20 17(4) (a) Except as provided in par. (b), “distribution" means a transfer of money
18or other property from a limited partnership to a person on account of a transferable
19interest or in the person's capacity as a partner. The term includes all of the
20following:
AB566,60,2221 1. A redemption or other purchase by a limited partnership of a transferable
22interest.
AB566,61,223 2. A transfer to a partner in return for the partner's relinquishment of any right
24to participate as a partner in the management or conduct of the partnership's

1activities and affairs or have access to records or other information concerning the
2partnership's activities and affairs.
AB566,61,73 (b) “Distribution" does not include amounts constituting reasonable
4compensation for present or past service, payments made in the ordinary course of
5business under a bona fide retirement plan or other bona fide benefits program, or
6other payments made to partners for good and valuable consideration other than in
7their capacity as partners.
AB566,61,9 8(4c) “Domestic" means, with respect to an entity, an entity whose governing
9law is the law of this state.
AB566,61,11 10(4j) “Electronic" means relating to technology having electronic, digital,
11magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB566,61,12 12(4p) “Entity" means a person other than an individual.
AB566,61,14 13(4t) “Foreign" means, with respect to an entity, an entity whose governing law
14is other than the law of this state.
AB566,61,18 15(5) “Foreign limited liability limited partnership" means a foreign limited
16partnership whose general partners have limited liability for the debts, obligations,
17or other liabilities of the foreign limited partnership under a provision similar to s.
18179.0404 (3).
AB566,61,21 19(6) “Foreign limited partnership" means an association that would be a limited
20partnership subject to this chapter but for the fact that its governing law is not the
21law of this state. The term includes a foreign limited liability limited partnership.
AB566,61,23 22(6m) “General cooperative association" means, with respect to a Wisconsin
23cooperative, a cooperative organized under ch. 185.
AB566,61,24 24(7) “General partner" means a person that satisfies all of the following:
AB566,62,3
1(a) The person has become a general partner under s. 179.0401 or was a general
2partner in a limited partnership when the partnership became subject to this
3chapter under subch. XI or s. 179.0112.
AB566,62,44 (b) The person has not dissociated as a general partner under s. 179.0603.
AB566,62,9 5(7m) “Governing law" means, with respect to an entity, the law of the
6jurisdiction that collectively governs its internal affairs and the liability of the
7persons associated with the entity for a debt, obligation, or other liability of the entity
8under s. 179.0104 or the corresponding applicable law with respect to entities other
9than domestic limited partnerships.
AB566,62,11 10(8) “Jurisdiction," used to refer to a political entity, means the United States,
11a state, a foreign country, or a political subdivision of a foreign country.
AB566,62,13 12(8m) “Limited cooperative association" means, with respect to a Wisconsin
13cooperative, a cooperative organized under ch. 193.
AB566,62,17 14(10) “Limited liability limited partnership," except in the phrase “foreign
15limited liability limited partnership," or “domestic limited liability limited
16partnership” means a limited partnership whose certificate of limited partnership
17states that the partnership is a limited liability limited partnership.
AB566,62,18 18(11) “Limited partner" means a person that satisfies all of the following:
AB566,62,2119 (a) The person has become a limited partner under s. 179.0301 or was a limited
20partner in a limited partnership when the partnership became subject to this
21chapter under subch. XI or s. 179.0112.
AB566,62,2222 (b) The person has not dissociated under s. 179.0601.
AB566,63,2 23(12) “Limited partnership," except in the phrase “foreign limited partnership,"
24or “domestic limited partnership” means an entity which was formed under this

1chapter or became subject to this chapter and which is still subject to this chapter.
2The term includes a limited liability limited partnership.
AB566,63,3 3(13) “Partner" means a limited partner or general partner.
AB566,63,8 4(14) “Partnership agreement" means the agreement, whether or not referred
5to as a partnership agreement and whether oral, implied, in a record, or in any
6combination thereof, of all the partners of a limited partnership concerning the
7matters described in s. 179.0105 (1). The term includes the agreement as amended
8or restated.
AB566,63,14 9(15) “Person" means an individual, business corporation, nonprofit or nonstock
10corporation, partnership, limited partnership, limited liability company, general
11cooperative association, limited cooperative association, unincorporated association,
12statutory trust, business trust, common-law business trust, estate, trust,
13association, joint venture, public corporation, government or governmental
14subdivision, agency, or instrumentality, or any other legal or commercial entity.
AB566,63,17 15(16) “Principal office" means the principal executive office of a limited
16partnership or foreign limited partnership, whether or not the office is located in this
17state.
AB566,63,19 18(17) “Property" means all property, whether real, personal, or mixed or tangible
19or intangible, or any right or interest therein.
AB566,63,22 20(18) “Record," used as a noun, means information that is inscribed on a tangible
21medium or that is stored in an electronic or other medium and is retrievable in
22perceivable form.
AB566,63,25 23(19) “Registered agent" means an agent of a limited partnership or foreign
24limited partnership that is authorized to receive service of any process, notice, or
25demand required or permitted by law to be served on the partnership.
AB566,64,3
1(20) “Registered foreign limited partnership" means a foreign limited
2partnership that is registered to do business in this state pursuant to a statement
3of registration filed by the department.
AB566,64,5 4(21) “Required information" means the information that a limited partnership
5is required to maintain under s. 179.0108.
AB566,64,7 6(22) “Sign" means, with present intent to authenticate or adopt a record, any
7of the following:
AB566,64,88 (a) To execute or adopt a tangible symbol.
AB566,64,109 (b) To attach to or logically associate with the record an electronic symbol,
10sound, or process.
AB566,64,13 11(23) “State" means a state of the United States, the District of Columbia,
12Puerto Rico, the U.S. Virgin Islands, or any territory or insular possession subject
13to the jurisdiction of the United States.
AB566,64,14 14(24) “Transfer" includes all of the following:
AB566,64,1515 (a) An assignment.
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