SB810,452,22 4. This paragraph does not affect liability under any taxation laws.

SB810,452,24 (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment.

SB810,453,2 (c) The converted entity has all debts, obligations, and other liabilities of the converting entity.

SB810,453,5 (d) A civil, criminal, or administrative proceeding pending by or against the converting entity may be continued as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

SB810,453,8 (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

SB810,453,16 (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

SB810,453,19 (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

SB810,453,23 (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

SB810,454,3 (2) (a) When a conversion takes effect, the department is the agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders of any domestic converting entity.

SB810,454,6 (b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders under this chapter with respect to each domestic limited liability company converting entity.

SB810,454,15 183.1051 Domestication authorized. A domestic limited liability company may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited liability company, and a non-United States entity may domesticate as a domestic limited liability company subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 183.1051 to 183.1055 and a plan of domestication, if the domestication is permitted under the governing law of the domesticating entity and permitted under the governing law of the domesticated entity.

SB810,454,17 183.1052 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

SB810,454,18 (a) The name, type of entity, and governing law of the domesticating entity.

SB810,454,19 (b) The name, type of entity, and governing law of the domesticated entity.

SB810,454,20 (c) The terms and conditions of the domestication.

SB810,454,24 (d) The organizational documents of the domesticated entity that are to be in a record immediately after the domestication becomes effective, including any proposed amendments to the organizational documents of the domesticating entity that are to be in a record immediately after the domestication becomes effective.

SB810,455,2 (2) In addition to the requirements of sub. (1), a plan of domestication may contain any other provision relating to the domestication and not prohibited by law.

SB810,455,7 183.1053 Approval of domestication; amendment; abandonment. (1) Subject to s. 183.1061, a plan of domestication must be approved by all the members of a domesticating Wisconsin limited liability company. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.

SB810,455,13 (2) Subject to s. 183.1061 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication or, except as otherwise provided in the plan of domestication, with the same vote or consent as was required to approve the plan of domestication.

SB810,455,21 (3) If, after articles of domestication have been delivered to the department for filing and before the domestication becomes effective, the plan of domestication is amended in a manner that requires an amendment to the articles of domestication or if the domestication is abandoned, a statement of amendment or abandonment, signed by the domesticating entity, must be delivered to the department for filing before the domestication becomes effective. When a statement of abandonment becomes effective, the domestication is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:

SB810,455,23 (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

SB810,455,24 (b) The amendment to or abandonment of the articles of domestication.

SB810,456,2 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB810,456,6 183.1054 Filings required for domestication; effective date. (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:

SB810,456,7 (a) The name, type of entity, and governing law of the domesticating entity.

SB810,456,8 (b) The name, type of entity, and governing law of the domesticated entity.

SB810,456,10 (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

SB810,456,14 (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.

SB810,456,16 (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.