SB810,451,87
(c) A statement that the plan of conversion has been approved and adopted by
8the converting entity in accordance with its governing law.
SB810,451,109
(d) Any organizational documents of the converted entity that are to be in a
10public record under its governing law.
SB810,451,1211
(e) A statement that the plan of conversion is on file at the principal office of
12the converted entity.
SB810,451,1513
(f) A statement that upon request the converted entity will provide a copy of
14the plan of conversion to any person that was an interest holder of the converting
15entity.
SB810,451,18
16(2) In addition to the requirements of sub. (1), the articles of conversion may
17contain any other provisions relating to the conversion, as determined by the
18converting entity in accordance with the plan of conversion.
SB810,451,22
19(3) If the converted entity is a foreign entity that will be required to register
20to do business in this state immediately after the conversion and it has not previously
21registered to do so or been assigned a registration to do so under s. 183.0909, it shall
22so register.
SB810,451,24
23(4) A conversion takes effect at the effective date and time of the articles of
24conversion.
SB810,452,2
1183.1045 Effect of conversion. (1) When a conversion becomes effective, all
2of the following apply:
SB810,452,63
(a) The converting entity continues its existence in the form of the converted
4entity and is the same entity that existed before the conversion, except that the
5converting entity is no longer subject to the governing law that applied prior to the
6conversion and is subject to the governing law of the converted entity.
SB810,452,87
(am) 1. Except as provided in this paragraph, no interest holder shall have
8interest holder liability with respect to the converting or converted entity.
SB810,452,159
2. If, under the governing law of the converting entity, one or more of the
10interest holders thereof had interest holder liability prior to the conversion with
11respect to the converting entity, such interest holder or holders shall continue to have
12such liability and any associated contribution and other rights to the extent provided
13in such governing law with respect to the debts, obligations, and other liabilities of
14the converting entity that accrued during the period or periods in which such interest
15holder or holders had such interest holder liability.
SB810,452,2116
3. If, under the governing law of the converted entity, one or more of the interest
17holders thereof will have interest holder liability after the conversion with respect
18to the converted entity, such interest holder or holders will have such liability and
19any associated contribution and other rights to the extent provided in such governing
20law with respect to the debts, obligations, and other liabilities of the converted entity
21that accrue after the conversion.
SB810,452,2222
4. This paragraph does not affect liability under any taxation laws.
SB810,452,2423
(b) The title to all property owned by the converting entity is vested in the
24converted entity without transfer, reversion, or impairment.
SB810,453,2
1(c) The converted entity has all debts, obligations, and other liabilities of the
2converting entity.
SB810,453,53
(d) A civil, criminal, or administrative proceeding pending by or against the
4converting entity may be continued as if the conversion did not occur, or the
5converted entity may be substituted in the proceeding for the converting entity.
SB810,453,86
(e) The organizational documents of the converted entity are as provided in the
7plan of conversion and, to the extent such organizational documents are to be
8reflected in a public record, as provided in the articles of conversion.
SB810,453,169
(f) The interests of the converting entity that are to be converted into interests,
10securities, or obligations of the surviving entity, rights to acquire such interests or
11securities, money, other property, or any combination of the foregoing, are converted
12as provided in the plan of conversion, and the former interest holders of the
13converting entity are entitled only to the rights provided in the plan of conversion or
14to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180,
15183.1061, or otherwise under the governing law of the converting entity. All other
16terms and conditions of the conversion also take effect.
SB810,453,1917
(g) Except as prohibited by other law or as otherwise provided in the articles
18and plan of conversion, all of the rights, privileges, immunities, powers, and
19purposes of the converting entity vest in the converted entity.
SB810,453,2320
(h) Except as otherwise provided in the articles and plan of conversion, if the
21converting entity is a partnership, limited liability company, or other entity subject
22to dissolution under its governing law, the conversion does not dissolve the
23converting entity for the purposes of its governing law.
SB810,454,3
1(2) (a) When a conversion takes effect, the department is the agent of any
2foreign converted entity for service of process in a proceeding to enforce any
3obligation or the rights of interest holders of any domestic converting entity.
SB810,454,64
(b) When a conversion takes effect, any foreign converted entity shall timely
5honor the rights and obligations of interest holders under this chapter with respect
6to each domestic limited liability company converting entity.
SB810,454,15
7183.1051 Domestication authorized. A domestic limited liability company
8may domesticate as a non-United States entity subject to non-United States
9governing law while continuing to be a domestic limited liability company, and a
10non-United States entity may domesticate as a domestic limited liability company
11subject to this chapter while continuing to be an entity subject to its non-United
12States governing law pursuant to ss. 183.1051 to 183.1055 and a plan of
13domestication, if the domestication is permitted under the governing law of the
14domesticating entity and permitted under the governing law of the domesticated
15entity.
SB810,454,17
16183.1052 Plan of domestication. (1) A plan of domestication must be in a
17record and contain all of the following:
SB810,454,1818
(a) The name, type of entity, and governing law of the domesticating entity.
SB810,454,1919
(b) The name, type of entity, and governing law of the domesticated entity.
SB810,454,2020
(c) The terms and conditions of the domestication.
SB810,454,2421
(d) The organizational documents of the domesticated entity that are to be in
22a record immediately after the domestication becomes effective, including any
23proposed amendments to the organizational documents of the domesticating entity
24that are to be in a record immediately after the domestication becomes effective.
SB810,455,2
1(2) In addition to the requirements of sub. (1), a plan of domestication may
2contain any other provision relating to the domestication and not prohibited by law.