SB810,164,13 12MERGER, INTEREST EXCHANGE,
13 CONVERSION, AND DOMESTICATION

SB810,164,14 14179.1101 Definitions. In this subchapter:

SB810,164,16 15(1) “Acquired entity" means the entity all of one or more classes or series of
16interests of which are acquired in an interest exchange.

SB810,164,18 17(2) “Acquiring entity" means the entity that acquires all of one or more classes
18or series of interests of the acquired entity in an interest exchange.

SB810,164,20 19(2m) “Constituent entity" means a merging entity or a surviving entity in a
20merger.

SB810,164,21 21(3) “Conversion" means a transaction authorized by ss. 179.1141 to 179.1145.

SB810,164,23 22(4) “Converted entity" means the converting entity as it continues in existence
23after a conversion.

SB810,164,24 24(5) “Converting entity" means an entity that engages in a conversion.

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1(8) “Domesticated entity" means the domesticating entity as it continues in
2existence after a domestication.

SB810,165,4 3(9) “Domesticating entity" means either a non-United States entity or a
4Wisconsin limited partnership that engages in a domestication.

SB810,165,6 5(10) “Domestication" means a transaction authorized by ss. 179.1151 to
6179.1155.

SB810,165,7 7(16) “Interest" means any of the following:

SB810,165,88 (a) A share in a business corporation.

SB810,165,99 (b) A membership in a nonprofit or nonstock corporation.

SB810,165,1010 (c) A partnership interest in a general partnership.

SB810,165,1111 (d) A partnership interest in a limited partnership.

SB810,165,1212 (e) A membership interest in a limited liability company.

SB810,165,1313 (f) A membership interest or stock in a general cooperative association.

SB810,165,1414 (g) A membership interest in a limited cooperative association.

SB810,165,1515 (h) A membership in an unincorporated association.

SB810,165,1716 (i) A beneficial interest in a statutory trust, business trust, or common-law
17business trust.

SB810,165,1818 (j) A comparable interest in any other type of unincorporated entity.

SB810,165,20 19(17) “Interest exchange" means a transaction authorized by ss. 179.1131 to
20179.1135.

SB810,165,21 21(18) “Interest holder" means any of the following:

SB810,165,2222 (a) A shareholder of a business corporation.

SB810,165,2323 (b) A member of a nonprofit or nonstock corporation.

SB810,165,2424 (c) A general partner of a general partnership.

SB810,165,2525 (d) A general partner of a limited partnership.

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1(e) A limited partner of a limited partnership.