Chapter 183

183.1054 183.1054 Filings required for domestication; effective date.

183.1054(1) (1) After the domesticating entity has approved a plan of domestication in accordance with its governing law, the domesticating entity shall deliver, or cause to be delivered, to the department for filing articles of domestication setting forth all of the following:

183.1054(1)(a) (a) The name, type of entity, and governing law of the domesticating entity.

183.1054(1)(b) (b) The name, type of entity, and governing law of the domesticated entity.

183.1054(1)(c) (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

183.1054(1)(d) (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity under s. 183.1052 (1) (d) that are to be in a public record under their respective governing laws.

183.1054(1)(e) (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

183.1054(1)(f) (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any person that was an interest holder in the domesticating entity at the time of the domestication.

183.1054(2) (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.

183.1054(3) (3) A domestication takes effect at the effective date and time of the articles of domestication.

183.1054 History History: 2021 a. 258.

183.1055 183.1055 Effect of domestication.

183.1055(1) (1) When a domestication becomes effective, all of the following apply:

183.1055(1)(a) (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be a domestic organization under and subject to the governing law of the domesticating entity.

183.1055(1)(am) (am)

183.1055(1)(am)1. 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the domesticating or domesticated entity.

183.1055(1)(am)2. 2. If, under the governing law of the domesticating entity, one or more of the interest holders thereof has interest holder liability with respect to the domesticating entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticating entity.

183.1055(1)(am)3. 3. If, under the governing law of the domesticated entity, one or more of the interest holders thereof will have interest holder liability after the domestication with respect to the domesticated entity, such interest holder or holders will have such liability and associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the domesticated entity that accrue after the domestication.

183.1055(1)(am)4. 4. This paragraph does not affect liability under any taxation laws.

183.1055(1)(b) (b) The title to all property owned by the domesticating entity is vested in the domesticated entity without transfer, reversion, or impairment.

183.1055(1)(c) (c) The domesticated entity has all debts, obligations, or other liabilities of the domesticating entity.

183.1055(1)(d) (d) A civil, criminal, or administrative proceeding pending by or against the domesticating entity may be continued as if the domestication did not occur, or the domesticated entity may be substituted in the proceeding for the domesticating entity.

183.1055(1)(e) (e) The non-United States organizational documents of the domesticated entity are amended to the extent, if any, provided in the plan of domestication and, to the extent such amendments are to be reflected in a public record, as provided in the articles of domestication.

183.1055(1)(f) (f) The United States organizational documents of the domesticated entity are as provided in the plan of domestication and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of domestication.

183.1055(1)(g) (g) Except as prohibited by other law or as otherwise provided in the articles and plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity vest in the domesticated entity.

183.1055(2) (2) Except as otherwise provided in the articles and plan of domestication, if the domesticating entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the domestication does not dissolve the domesticating entity for the purposes of its governing law.

183.1055(3) (3) A domesticated Wisconsin entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating or domesticated entity.

183.1055 History History: 2021 a. 258.

183.1061 183.1061 Restrictions on approval of mergers, interest exchanges, conversions, and domestications.

183.1061(1) (1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic limited liability company may not materially increase the current or potential obligations of a member in the constituent, acquiring, acquired, converting, or domesticating limited liability company, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.

183.1061(2) (2) Subsection (1) shall not apply with respect to a member if any of the following applies:

183.1061(2)(a) (a) The member consents to the merger, interest exchange, conversion, or domestication.

183.1061(2)(b) (b) The member has consented to the provision of the written operating agreement that provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.

183.1061(3) (3) A member does not give the consent required by sub. (2) merely by consenting to a provision of the written operating agreement that permits the written operating agreement to be amended with the consent of fewer than all the members.

183.1061 History History: 2021 a. 258.

subch. XI of ch. 183 SUBCHAPTER XI

MISCELLANEOUS PROVISIONS

183.1101 183.1101 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.

183.1101 History History: 2021 a. 258.

183.1102 183.1102 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

183.1102 History History: 2021 a. 258.