180.1161 (5) (am) (intro.) After the converting entity has approved a plan of conversion is submitted and approved, the business entity that is to be converted in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing a certificate articles of conversion that includes include all of the following:

258,320 Section 320 . 180.1161 (5) (am) 1., 2., 3., 4., 5. and 6., (bm) and (cm) of the statutes are created to read:

180.1161 (5) (am) 1. The name, type of entity, and governing law of the converting entity.

2. The name, type of entity, and governing law of the converted entity.

3. A statement that the plan of conversion was approved and approved in accordance with its governing law.

4. Any organizational documents of the converted entity that are to be in a public record under its governing law.

5. A statement that the plan of conversion is on file at the principal office of the converted entity.

6. A statement that upon request the converted entity will provide a copy of the plan of conversion to any interest holder of the converting entity.

(bm) In addition to the requirements of par. (am), the articles of conversion may contain any other provisions relating to the conversion, as determined by the converting entity in accordance with the plan of conversion.

(cm) A conversion takes effect at the effective date and time of the articles of conversion.

180.1161 (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business the converting entity that is converted may be continued by or against the business entity after the effective date of conversion as if the conversion did not occur, or the converted entity may be substituted in the proceeding for the converting entity.

180.1161 (7) (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 converting entity.

(b) When a conversion takes effect, any foreign converted entity shall timely honor the rights and obligations of interest holders, in their capacity as such, under this chapter with respect to any converting entity.

180.1161 (8) 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. 180.0504 or 180.1510, as applicable, except that references to the department in each section shall be treated as references to the appropriate authority under the foreign converted entity's governing law for purposes of applying this provision.

180.1171 Domestication authorized. A domestic corporation may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic corporation, and a non-United States entity may domesticate as a domestic corporation subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 180.1171 to 180.1175 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.

180.1172 Plan of domestication. (1) A plan of domestication must be in a record and contain all of the following:

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

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

(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.

(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.

180.1173 Approval of domestication; amendment; abandonment. (1) Subject to the governing law of each of the domesticating and domesticated entity, a plan of domestication must be approved by the shareholders of a domesticating Wisconsin corporation. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.