AB566,51,75 178.1133 (1) Subject to s. 178.1161, a plan of interest exchange must be
6approved by a vote or consent of all of the partners of with respect to each domestic
7partnership that is an acquiring or acquired entity.

AB566,51,169 178.1133 (2) Subject to s. 178.1161 and the governing law of each of the
10acquiring entity and acquired entity, after a plan of interest exchange is approved,
11and at any time before an interest exchange becomes effective, except as otherwise
12provided in the plan of interest exchange, the acquiring and acquired entities may
13amend the plan of interest exchange or abandon the interest exchange as provided
14in the plan of interest exchange or, except as otherwise provided in the plan of
15interest exchange, with the same vote or consent as was required to approve the plan
16of interest exchange.

AB566,51,2219 178.1134 (1) (d) Any amendments to the organizational documents of the
20acquired or acquiring entity under s. 178.1132 (1) (d) that are to be in a public record
21under their respective governing laws or, if there are no such amendments, a
22statement to that effect.

1178.1134 (1) (f) A statement that upon request the acquiring entity will provide
2a copy of the plan of interest exchange to any person that was an interest holder of
3the acquired entity immediately prior to the interest exchange.

AB566,52,115 178.1135 (1) (a) The interests in the acquired entity which are the subject of
6the interest exchange are exchanged as provided in the plan of interest exchange,
7and the former interest holders of those interests are entitled only to the rights
8provided to them under the plan of interest exchange or to their rights, if any, under
9ss. 178.1161, 179.77 179.1161, 180.1301 to 180.1331, 181.1180, 183.1061, or
10otherwise under the governing law of the acquired entity. All other terms and
11conditions of the interest exchange also take effect.

AB566,52,1713 178.1135 (5) (a) When an interest exchange takes effect, the department is the
14an agent of any foreign acquiring entity for service of process in a proceeding to
15enforce any obligation or the rights of dissenting or other owners interest holders,
16in their capacity as such, of each domestic partnership acquired entity that is a party
17to the interest exchange.

AB566,52,2419 178.1135 (5) (b) When an interest exchange takes effect, any foreign acquiring
20entity shall promptly pay to any dissenting or other former owners of timely honor
21the rights and obligations of interest holders under this chapter with respect to each
22acquired domestic partnership the amount, if any, to which they are entitled under
23ss. 178.1161 or 180.1301 to 180.1331, and otherwise comply with the obligations of
24the acquired domestic partnership under its governing law acquired entity.

AB566,53,6

1178.1135 (6) When an interest exchange takes effect, any foreign acquiring
2entity may be served with process in this state for the collection and enforcement of
3any debts, obligations, or other liabilities of a domestic acquired entity in the manner
4provided in s. 178.0912, except that references to the department in that section shall
5be treated as references to the appropriate authority under the foreign acquiring
6entity's governing law for purposes of applying this subsection.

AB566,53,128 178.1141 (1) A domestic partnership may convert to another type of domestic
9entity, other than a domestic partnership, or to any type of foreign entity, pursuant
10to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted
11under the governing law of the converting entity and the governing law that is to
12apply to the converted entity.

AB566,53,1514 178.1142 (1) (f) Any other matters required by the governing law of the
15converting or converted entity.

AB566,53,2017 178.1143 (1) Subject to s. 178.1161, a plan of conversion must be approved by
18a vote or consent of all of the partners of with respect to a converting domestic
19partnership. A plan of conversion into a converted domestic partnership converted
20entity must be approved pursuant to the governing law of the converting entity.

AB566,54,322 178.1143 (2) Subject to s. 178.1161 and the governing law of each of the
23converting entity and converted entity, after a plan of conversion is approved, and
24at any time before a conversion becomes effective, except as otherwise provided in
25the plan of conversion, the converting entity may amend the plan of conversion or

1abandon the conversion as provided in the plan of conversion or, except as otherwise
2provided in the plan of conversion, with the same vote or consent as was required to
3approve the plan of conversion.