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 HistoryHistory: 2021 a. 258. 183.1061183.1061 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 HistoryHistory: 2021 a. 258. MISCELLANEOUS PROVISIONS
183.1101183.1101 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 HistoryHistory: 2021 a. 258. 183.1102183.1102 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 HistoryHistory: 2021 a. 258.