SB566: Bill Text

SB566,161,2 (e) The foreign limited partnership's statement of foreign registration contains fraudulent or materially false information.

SB566,161,6 (f) The department receives a duly authenticated certificate from the secretary of state or other official having custody of limited partnership records in the jurisdiction of the foreign limited partnership's governing law stating that it has been dissolved or disappeared as the result of a merger or other event.

SB566,161,7 (g) The foreign limited partnership violates s. 940.302 (2) or 948.051 (2).

SB566,161,11 (2) If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited partnership that the certificate is submitted to terminate its authority to do business in this state, the department shall terminate the foreign limited partnership's registration under s. 179.10102 (2) (b).

SB566,161,15 (3) A court may terminate under s. 946.87 the registration of a foreign limited partnership authorized to transact business in this state. The court shall notify the department of the action, and the department shall terminate the foreign limited partnership's registration under s. 179.10102.

SB566,161,20 179.10102 Procedure for and effect of termination. (1) If the department determines that one or more grounds exist under s. 179.10101 for termination of a foreign limited partnership's registration, the department may give the foreign limited partnership notice of the determination. The notice shall be in writing and addressed to the registered agent of the foreign limited partnership.

SB566,161,24 (2) (a) Within 60 days after the notice under sub. (1) takes effect under s. 179.0103 (7m), the foreign limited partnership shall, with respect to each ground for termination, either correct it or demonstrate to the reasonable satisfaction of the department that it does not exist.

SB566,162,7 (b) If the foreign limited partnership fails to satisfy par. (a), the department may terminate the foreign limited partnership's registration by entering a notation in the department's records to reflect each ground for termination and the effective date of the termination. The department shall give the foreign limited partnership notice of each ground for termination and the effective date of the termination. The notice shall be in writing and addressed to the registered agent of the foreign limited partnership in this state.

SB566,162,10 (c) 1. The department shall reinstate the registration if the foreign limited partnership does all of the following within 6 months after the effective date of the termination:

SB566,162,11 a. Corrects each ground for termination.

SB566,162,13 b. Pays any fees or penalties due the department under this chapter or $5,000, whichever is less.

SB566,162,16 2. A reinstatement under this paragraph shall relate back to and take effect as of the effective date of the termination, and the foreign limited partnership may resume carrying on its business as if the termination never occurred.

SB566,162,20 (3) (a) If a notice under sub. (1) or (2) (b) is returned to the department as undeliverable, the department shall again give notice to the foreign limited partnership. Except as provided under par. (b), the notice shall be in writing and addressed to the principal office of the foreign limited partnership.

SB566,162,24 (b) If the notice under par. (a) is returned to the department as undeliverable or if the foreign limited partnership's principal office cannot be determined from the records of the department, the department shall give notice by posting the notice on the department's Internet site.

SB566,163,3 (4) The authority of a foreign limited partnership to transact business in this state, other than as provided in s. 179.1005 (1) and (2), ends on the effective date of the termination of its registration.

SB566,163,9 (5) If the department or a court terminates a foreign limited partnership's registration, the foreign limited partnership may be served under s. 179.0121(2) or (3) or the foreign limited partnership's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative, or investigatory proceeding based on a cause of action which arose while the foreign limited partnership was authorized to do business in this state.

SB566,163,11 (6) Termination of a foreign limited partnership's registration does not terminate the authority of its registered agent.

SB566,163,19 179.10103 Appeal from termination. (1) A foreign limited partnership may appeal the department's termination of its registration under s. 179.10102 to the circuit court for the county where the foreign limited partnership's principal office or, if none in this state, the office of its registered agent is located, within 30 days after the notice of termination takes effect under s. 179.0103 (7m). The foreign limited partnership shall appeal by petitioning the court to set aside the termination and attaching to the petition copies of its registration and the department's notice of termination.

SB566,163,21 (2) The court may order the department to reinstate the registration or may take any other action that the court considers appropriate.

SB566,163,22 (3) The court's final decision may be appealed as in other civil proceedings.

SB566,164,2 179.1011 Withdrawal of registration of registered foreign limited partnership. (1) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following:

SB566,164,3 (a) The name of the partnership and the jurisdiction of its governing law.

SB566,164,5 (b) That the partnership is not doing business in this state and that it withdraws its registration to do business in this state.

SB566,164,10 (c) Whether the partnership revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the partnership was registered to do business in this state.

SB566,164,13 (d) The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub. (2), and a commitment to notify the department in the future of any change in such address.

SB566,164,17 (2) After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to s. 179.0121.

SB566,164,20 179.1012 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this subchapter.

SB566,164,21 subchapter XI

SB566,164,23 MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION

SB566,164,24 179.1101 Definitions. In this subchapter:

SB566,165,2 (1) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

SB566,165,4 (2) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

SB566,165,6 (2m) “Constituent entity" means a merging entity or a surviving entity in a merger.

SB566,165,7 (3) “Conversion" means a transaction authorized by ss. 179.1141 to 179.1145.

SB566,165,9 (4) “Converted entity" means the converting entity as it continues in existence after a conversion.

SB566,165,10 (5) “Converting entity" means an entity that engages in a conversion.

SB566,165,12 (8) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

SB566,165,14 (9) “Domesticating entity" means either a non-United States entity or a Wisconsin limited partnership that engages in a domestication.

SB566,165,16 (10) “Domestication" means a transaction authorized by ss. 179.1151 to 179.1155.

SB566,165,17 (16) “Interest" means any of the following:

SB566,165,18 (a) A share in a business corporation.

SB566,165,19 (b) A membership in a nonprofit or nonstock corporation.

SB566,165,20 (c) A partnership interest in a general partnership.

SB566,165,21 (d) A partnership interest in a limited partnership.

SB566,165,22 (e) A membership interest in a limited liability company.

SB566,165,23 (f) A membership interest or stock in a general cooperative association.

SB566,165,24 (g) A membership interest in a limited cooperative association.

SB566,165,25 (h) A membership in an unincorporated association.

SB566,166,2 (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

SB566,166,3 (j) A comparable interest in any other type of unincorporated entity.

SB566,166,5 (17) “Interest exchange" means a transaction authorized by ss. 179.1131 to 179.1135.

SB566,166,6 (18) “Interest holder" means any of the following:

SB566,166,7 (a) A shareholder of a business corporation.

SB566,166,8 (b) A member of a nonprofit or nonstock corporation.

SB566,166,9 (c) A general partner of a general partnership.

SB566,166,10 (d) A general partner of a limited partnership.

SB566,166,11 (e) A limited partner of a limited partnership.

SB566,166,12 (f) A member of a limited liability company.

SB566,166,13 (g) A member or stockholder of a general cooperative association.

SB566,166,14 (h) A member of a limited cooperative association.

SB566,166,15 (i) A member of an unincorporated association.

SB566,166,17 (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

SB566,166,18 (k) Any other direct holder of an interest.

SB566,166,19 (19) “Interest holder liability" means any of the following:

SB566,166,21 (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:

SB566,166,23 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

SB566,167,2 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

SB566,167,4 (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

SB566,167,5 (20) “Merger" means a transaction authorized by ss. 179.1121 to 179.1125.

SB566,167,7 (21) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

SB566,167,10 (22m) “Non-United States entity" means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.

SB566,167,13 (23m) “Organizational documents" means, with respect to an entity, whether in a record or, to the extent permitted under the entity's governing law, other than in a record, the following or its equivalent under the entity's governing law:

SB566,167,15 (a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws.

SB566,167,19 (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.

SB566,167,21 (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

SB566,167,23 (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

SB566,167,24 (e) For a business trust, its agreement of trust and declaration of trust.

SB566,168,3 (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.

SB566,168,6 (24) “Plan" means a plan of merger under s. 179.1122, a plan of interest exchange under s. 179.1132, a plan of conversion under s. 179.1142, or a plan of domestication under s. 179.1152.

SB566,168,8 (37) “Surviving entity" means the entity that continues in existence after or is created by a merger.

SB566,168,9 (38) “Type of entity" means a generic form of entity that is any of the following:

SB566,168,10 (a) Recognized at common law.

SB566,168,11 (b) Recognized under a governing law.

SB566,168,14 179.1102 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

SB566,168,19 (2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

SB566,169,2 179.1103 Existing purpose. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.

SB566,169,6 (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.

SB566,169,9 (4) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.

SB566,169,12 179.1104 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.