SB810,449,1917 (d) The manner and basis of converting the interests in the converting entity
18into interests, securities, or obligations of the surviving entity, rights to acquire such
19interests or securities, money, other property, or any combination of the foregoing.

SB810,449,2120 (e) The organizational documents of the converted entity that are to be in a
21record immediately after the conversion becomes effective.

SB810,449,2222 (f) Any other matters required by the governing law of the converting entity.

SB810,449,24 23(2) In addition to the requirements of sub. (1), a plan of conversion may contain
24any other provision relating to the conversion and not prohibited by law.

SB810,450,5

1183.1043 Approval of conversion; amendment; abandonment. (1)
2Subject to s. 183.1061, a plan of conversion must be approved by all the members of
3a converting domestic limited liability company. A plan of conversion into a
4converted domestic limited liability company must be approved pursuant to the
5governing law of the converting entity.

SB810,450,11 6(2) Subject to s. 183.1061 and the governing law of each of the converting entity
7and converted entity, after a plan of conversion is approved, and at any time before
8a conversion becomes effective, the converting entity may amend the plan of
9conversion or abandon the conversion as provided in the plan of conversion or, except
10as otherwise provided in the plan of conversion, with the same vote or consent as was
11required to approve the plan of conversion.

SB810,450,19 12(3) If, after articles of conversion have been delivered to the department for
13filing and before the conversion becomes effective, the plan of conversion is amended
14in a manner that requires an amendment to the articles of conversion or if the
15conversion is abandoned, a statement of amendment or abandonment, signed by the
16converting entity, must be delivered to the department for filing before the
17conversion becomes effective. When a statement of abandonment becomes effective,
18the conversion is abandoned and does not become effective. The statement of
19amendment or abandonment must contain all of the following:

SB810,450,2120 (a) The name of the converting entity and the converted entity under the plan
21of conversion.

SB810,450,2222 (b) The amendment to or abandonment of the articles of conversion.

SB810,450,2423 (c) A statement that the amendment or abandonment was approved in
24accordance with this section.

SB810,451,4

1183.1044 Filings required for conversion; effective date. (1) After the
2converting entity has approved a plan of conversion in accordance with its governing
3law, the converting entity shall deliver, or cause to be delivered, to the department
4for filing articles of conversion setting forth all of the following:

SB810,451,55 (a) The name, type of entity, and governing law of the converting entity.

SB810,451,66 (b) The name, type of entity, and governing law of the converted entity.

SB810,451,87 (c) A statement that the plan of conversion has been approved and adopted by
8the converting entity in accordance with its governing law.

SB810,451,109 (d) Any organizational documents of the converted entity that are to be in a
10public record under its governing law.

SB810,451,1211 (e) A statement that the plan of conversion is on file at the principal office of
12the converted entity.

SB810,451,1513 (f) A statement that upon request the converted entity will provide a copy of
14the plan of conversion to any person that was an interest holder of the converting
15entity.

SB810,451,18 16(2) In addition to the requirements of sub. (1), the articles of conversion may
17contain any other provisions relating to the conversion, as determined by the
18converting entity in accordance with the plan of conversion.

SB810,451,22 19(3) If the converted entity is a foreign entity that will be required to register
20to do business in this state immediately after the conversion and it has not previously
21registered to do so or been assigned a registration to do so under s. 183.0909, it shall
22so register.

SB810,451,24 23(4) A conversion takes effect at the effective date and time of the articles of
24conversion.

SB810,452,2

1183.1045 Effect of conversion. (1) When a conversion becomes effective, all
2of the following apply:

SB810,452,63 (a) The converting entity continues its existence in the form of the converted
4entity and is the same entity that existed before the conversion, except that the
5converting entity is no longer subject to the governing law that applied prior to the
6conversion and is subject to the governing law of the converted entity.

SB810,452,87 (am) 1. Except as provided in this paragraph, no interest holder shall have
8interest holder liability with respect to the converting or converted entity.

SB810,452,159 2. If, under the governing law of the converting entity, one or more of the
10interest holders thereof had interest holder liability prior to the conversion with
11respect to the converting entity, such interest holder or holders shall continue to have
12such liability and any associated contribution and other rights to the extent provided
13in such governing law with respect to the debts, obligations, and other liabilities of
14the converting entity that accrued during the period or periods in which such interest
15holder or holders had such interest holder liability.

SB810,452,2116 3. If, under the governing law of the converted entity, one or more of the interest
17holders thereof will have interest holder liability after the conversion with respect
18to the converted entity, such interest holder or holders will have such liability and
19any associated contribution and other rights to the extent provided in such governing
20law with respect to the debts, obligations, and other liabilities of the converted entity
21that accrue after the conversion.