SB810,185,9 (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.

SB810,185,13 (2) (a) When a conversion takes effect, the department is an agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest holders, in their capacity as such, of any domestic limited partnership converting entity.

SB810,185,16 (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 any domestic limited partnership converting entity.

SB810,185,22 (3) When a conversion takes effect, any foreign converted entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic converting entity in the manner provided in s. 179.0121, except that references to the department in that section shall be treated as references to the appropriate authority under the foreign converted entity's governing law for purposes of applying this subsection.

SB810,186,5 179.1151 Domestication authorized. A domestic limited partnership may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited partnership, and a non-United States entity may domesticate as a domestic limited partnership subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 179.1151 to 179.1155 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.

SB810,186,7 179.1152 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

SB810,186,8 (a) The name, type of entity, and governing law of the domesticating entity.

SB810,186,9 (b) The name, type of entity, and governing law of the domesticated entity.

SB810,186,10 (c) The terms and conditions of the domestication.

SB810,186,14 (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.

SB810,186,16 (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.

SB810,186,19 179.1153 Approval of domestication; amendment; abandonment. (1) (a) Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent of all of the following with respect to a domesticating Wisconsin limited partnership:

SB810,186,20 1. All general partners.

SB810,186,22 2. Partners owning a majority of the rights to receive distributions, whether as a general partner, limited partner, or both.

SB810,186,24 (b) A plan of domestication of a non-United States domesticating entity must be approved pursuant to the governing law of the domesticating entity.

SB810,187,6 (2) Subject to s. 179.1161 and the governing law of the domesticating entity, after a plan of domestication is approved, and at any time before a domestication becomes effective, except as otherwise provided in the plan of domestication, the domesticating entity may amend the plan of domestication or abandon the domestication as provided in the plan of domestication with the same vote or consent as was required to approve the plan of domestication.

SB810,187,14 (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:

SB810,187,16 (a) The name of the domesticating entity and the domesticated entity under the plan of domestication.

SB810,187,17 (b) The amendment to or abandonment of the articles of domestication.

SB810,187,19 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB810,187,23 179.1154 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:

SB810,187,24 (a) The name, type of entity, and governing law of the domesticating entity.

SB810,187,25 (b) The name, type of entity, and governing law of the domesticated entity.

SB810,188,2 (c) A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.

SB810,188,5 (d) Any amendments to the organizational documents of the domesticating entity and any organizational documents of the domesticated entity that are to be in a public record under their respective governing laws.

SB810,188,7 (e) A statement that the plan of domestication is on file at the principal office of the domesticated entity.

SB810,188,9 (f) A statement that upon request the domesticated entity will provide a copy of the plan of domestication to any interest holder in the domesticated entity.

SB810,188,10 (g) A statement whether s. 179.1161 applies to the domestication.

SB810,188,13 (2) In addition to the requirements of sub. (1), the articles of domestication may contain any other provisions relating to the domestication, as determined by the domesticating entity in accordance with the plan of domestication.