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(h) Except as otherwise provided in the articles and plan of conversion, if the
7converting entity is a partnership, limited liability company, or other entity subject
8to dissolution under its governing law, the conversion does not dissolve the
9converting entity for the purposes of its governing law.
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10(2) (a) When a conversion takes effect, the department is an agent of any
11foreign converted entity for service of process in a proceeding to enforce any
12obligation or the rights of interest holders, in their capacity as such, of any domestic
13limited partnership converting entity.
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(b) When a conversion takes effect, any foreign converted entity shall timely
15honor the rights and obligations of interest holders under this chapter with respect
16to any domestic limited partnership converting entity.
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17(3) When a conversion takes effect, any foreign converted entity may be served
18with process in this state for the collection and enforcement of any debts, obligations,
19or other liabilities of a domestic converting entity in the manner provided in s.
20179.0121, except that references to the department in that section shall be treated
21as references to the appropriate authority under the foreign converted entity's
22governing law for purposes of applying this subsection.
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23179.1151 Domestication authorized. A domestic limited partnership may
24domesticate as a non-United States entity subject to non-United States governing
25law while continuing to be a domestic limited partnership, and a non-United States
1entity may domesticate as a domestic limited partnership subject to this chapter
2while continuing to be an entity subject to its non-United States governing law
3pursuant to ss. 179.1151 to 179.1155 and a plan of domestication, if the domestication
4is permitted under the governing law of the domesticating entity and permitted
5under the governing law of the domesticated entity.
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6179.1152 Plan of domestication.
(1) A plan of domestication must be in a
7record and contain all of the following:
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(a) The name, type of entity, and governing law of the domesticating entity.
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(b) The name, type of entity, and governing law of the domesticated entity.
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(c) The terms and conditions of the domestication.
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(d) The organizational documents of the domesticated entity that are to be in
12a record immediately after the domestication becomes effective, including any
13proposed amendments to the organizational documents of the domesticating entity
14that are to be in a record immediately after the domestication becomes effective.
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15(2) In addition to the requirements of sub. (1), a plan of domestication may
16contain any other provision relating to the domestication and not prohibited by law.
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17179.1153 Approval of domestication; amendment; abandonment. (1) (a)
18Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent
19of all of the following with respect to a domesticating Wisconsin limited partnership:
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1. All general partners.
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2. Partners owning a majority of the rights to receive distributions, whether
22as a general partner, limited partner, or both.
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(b) A plan of domestication of a non-United States domesticating entity must
24be approved pursuant to the governing law of the domesticating entity.
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1(2) Subject to s. 179.1161 and the governing law of the domesticating entity,
2after a plan of domestication is approved, and at any time before a domestication
3becomes effective, except as otherwise provided in the plan of domestication, the
4domesticating entity may amend the plan of domestication or abandon the
5domestication as provided in the plan of domestication with the same vote or consent
6as was required to approve the plan of domestication.
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7(3) If, after articles of domestication have been delivered to the department for
8filing and before the domestication becomes effective, the plan of domestication is
9amended in a manner that requires an amendment to the articles of domestication
10or if the domestication is abandoned, a statement of amendment or abandonment,
11signed by the domesticating entity, must be delivered to the department for filing
12before the domestication becomes effective. When a statement of abandonment
13becomes effective, the domestication is abandoned and does not become effective.
14The statement of amendment or abandonment must contain all of the following:
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(a) The name of the domesticating entity and the domesticated entity under the
16plan of domestication.
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(b) The amendment to or abandonment of the articles of domestication.
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(c) A statement that the amendment or abandonment was approved in
19accordance with this section.
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20179.1154 Filings required for domestication; effective date. (1) After
21the domesticating entity has approved a plan of domestication in accordance with its
22governing law, the domesticating entity shall deliver, or cause to be delivered, to the
23department for filing articles of domestication setting forth all of the following:
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(a) The name, type of entity, and governing law of the domesticating entity.
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(b) The name, type of entity, and governing law of the domesticated entity.
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1(c) A statement that a plan of domestication has been approved and adopted
2by the domesticating entity in accordance with its governing law.
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(d) Any amendments to the organizational documents of the domesticating
4entity and any organizational documents of the domesticated entity that are to be in
5a public record under their respective governing laws.
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(e) A statement that the plan of domestication is on file at the principal office
7of the domesticated entity.
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(f) A statement that upon request the domesticated entity will provide a copy
9of the plan of domestication to any interest holder in the domesticated entity.
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(g) A statement whether s. 179.1161 applies to the domestication.
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11(2) In addition to the requirements of sub. (1), the articles of domestication may
12contain any other provisions relating to the domestication, as determined by the
13domesticating entity in accordance with the plan of domestication.