SB810,174,22 (2) (a) When a merger takes effect, the department is an agent of any foreign surviving entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of each domestic limited partnership constituent entity.

SB810,174,25 (b) When a merger takes effect, any foreign surviving entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic limited partnership constituent entity.

SB810,175,6 (3) When a merger takes effect, any foreign surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity in the manner provided in s. 179.0121, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign surviving entity's governing law for purposes of applying this subsection.

SB810,175,11 179.1131 Interest exchange authorized. (1) A domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the partnership and the acquired entity.

SB810,175,16 (2) All of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the partnership.

SB810,175,18 179.1132 Plan of interest exchange. (1) A plan of interest exchange must be in a record and contain all of the following:

SB810,175,20 (a) As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law.

SB810,175,21 (b) The terms and conditions of the interest exchange.

SB810,175,24 (c) The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

SB810,176,3 (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.

SB810,176,5 (e) Any other matters required under the governing law of the acquired or acquiring entity.

SB810,176,6 (f) A statement whether s. 179.1161 applies to the interest exchange.

SB810,176,9 (2) In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.

SB810,176,13 179.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 179.1161, a plan of interest exchange must be approved by a vote or consent of all of the following with respect to each domestic limited partnership acquired entity:

SB810,176,14 (a) All general partners.

SB810,176,16 (b) Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both.

SB810,176,23 (2) Subject to s. 179.1161 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, except as otherwise provided in the plan of interest exchange, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange with the same vote or consent as was required to approve the plan of interest exchange.

SB810,177,7 (3) If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB810,177,8 (a) The name of the acquiring and acquired entities.

SB810,177,9 (b) The amendment to or abandonment of the articles of interest exchange.

SB810,177,11 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB810,177,14 (4) In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic limited partnership in accordance with any requirements of its governing law.

SB810,177,19 179.1134 Filings required for interest exchange; effective date. (1) After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following:

SB810,177,20 (a) The name, type of entity, and governing law of the acquired entity.

SB810,177,21 (b) The name, type of entity, and governing law of the acquiring entity.

SB810,177,23 (c) A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.

SB810,178,3 (d) Any amendments to the organizational documents of the acquired or acquiring entity that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.

SB810,178,5 (e) A statement that the plan of interest exchange is on file at the principal office of the acquiring entity.

SB810,178,7 (f) A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity.