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.

SB810,178,10 (2) In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange.

SB810,178,12 (3) An interest exchange takes effect at the effective date and time of the articles of interest exchange.

SB810,178,14 179.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply:

SB810,178,21 (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under ss. 178.1161, 179.1161, 180.1301 to 180.1331, 181.1180, or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.

SB810,178,23 (b) The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange.

SB810,179,2 (c) The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such amendments are to be reflected in a public record, as provided in the articles of interest exchange.