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2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0912 - Service of process, notice, or demand.

178.0912
Service of process, notice, or demand.
(1)
A limited liability partnership or registered foreign limited liability partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 178.0103 (6).
(2)
Except as provided in sub. (3), if a limited liability partnership or registered foreign limited liability partnership has no registered agent, or its registered agent cannot with reasonable diligence be served, the partnership or foreign partnership may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the partnership or foreign partnership at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:
(a)
The date the partnership or foreign partnership receives the mail or delivery by the commercial delivery service.
(b)
The date shown on the return receipt, if signed on the behalf of the partnership or foreign partnership.
(c)
Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(3)
If process, notice, or demand in an action cannot be served on a limited liability partnership or registered foreign limited liability partnership pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business of the partnership or foreign partnership if the individual served is not a plaintiff in the action. If the address of the partnership's or foreign partnership's principal office cannot be determined from the records of the department, the partnership or foreign partnership may be served by publishing a class 3 notice, under ch. 985, in the community where the partnership's or foreign partnership's principal office or registered office, as most recently designated in the records of the department, is located.
(4)
Service of process, notice, or demand on a registered agent must be in a written record.
(5)
Service of process, notice, or demand may be made by other means under law other than this chapter.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.0913 - Annual report for department.

178.0913
Annual report for department.
(1)
A limited liability partnership or registered foreign limited liability partnership shall deliver to the department for filing an annual report that states all of the following:
(a)
The name of the partnership or registered foreign partnership.
(b)
The street address of its registered office in this state and the name and e-mail address of its registered agent at that office.
(c)
The street address of its principal office.
(d)
The name of at least one partner.
(e)
In the case of a foreign partnership, the jurisdiction of its governing law and any fictitious name adopted under s. 178.1006 (1).
(2)
Information in the annual report must be current as of the date the report is signed by the limited liability partnership or registered foreign limited liability partnership.
(3)
(a)
A domestic limited liability partnership shall deliver its annual report to the department in each year following the calendar year in which the domestic limited liability partnership's statement of qualification became effective, during the calendar year quarter in which the anniversary date of the statement of qualification's effective date occurs.
(b)
A registered foreign limited liability partnership shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability partnership registered to do business in this state.
(4)
If an annual report does not contain the information required by this section, the department promptly shall notify the reporting limited liability partnership or registered foreign limited liability partnership in a record and return the report to it for correction. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 178.0103 (6), the annual report is timely filed.
(5)
If an annual report contains a registered office or registered agent which differs from the information shown in the records of the department immediately before the report becomes effective, the differing information is considered a statement of change under s. 178.0909.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1001 - Governing law.

178.1001
Governing law.
(1)
The governing law of a foreign limited liability partnership governs all of the following:
(a)
The internal affairs of the partnership.
(b)
The liability of a partner as partner for a debt, obligation, or other liability of the foreign partnership.
(2)
A foreign limited liability partnership is not precluded from registering to do business in this state because of any difference between its governing law and the law of this state.
(3)
Registration of a foreign limited liability partnership to do business in this state does not authorize the foreign partnership to engage in any business or exercise any power that a limited liability partnership may not engage in or exercise in this state.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1002 - Registration to do business in this state.

178.1002
Registration to do business in this state.
(1)
A foreign limited liability partnership may not do business in this state until it registers with the department under this chapter.
(2)
A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(3)
The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign partnership or its title to property in this state or preclude it from defending an action or proceeding in this state.
(4)
A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign partnership does business in this state without registering to do business in this state.
(5)
Section 178.1001 (1) and (2) applies even if a foreign limited liability partnership fails to register under this subchapter.
(5m)
(a)
A foreign limited liability partnership that does business in this state without registering to do business in this state is liable to this state, for each year or any part of a year during which it did business in this state without registration, in an amount equal to all of the following:
1.
All fees and other charges that would have been imposed by this chapter on the foreign limited liability partnership had it properly filed a foreign registration statement as required by this section and thereafter filed all reports required by this chapter.
2.
Fifty percent of the amount owed under subd. 1 or $5,000, whichever is less.
(b)
The foreign limited liability partnership shall pay the amount owed under par. (a) to the department, and the department may not file a foreign registration statement for the foreign limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign limited liability partnership's obligation to pay to the department any amount owed under this subsection.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1003 - Foreign registration statement.

178.1003
Foreign registration statement.
To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the department for filing. The statement must state all of the following:
(1)
The name of the partnership and, if the name does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).
(2)
That the partnership is a foreign limited liability partnership.
(3)
The jurisdiction of the partnership's governing law.
(4)
The street and mailing addresses of the partnership's principal office and, if the partnership's governing law requires the partnership to maintain an office in the jurisdiction of such governing law, the street and mailing addresses of the required office.
(5)
The address of the partnership's registered office in this state and the name and e-mail address of its registered agent at that office.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1004 - Amendment of foreign registration statement.

178.1004
Amendment of foreign registration statement.
A registered foreign limited liability partnership shall deliver to the department for filing an amendment to its foreign registration statement if there is a change in any of the following:
(1)
The name of the partnership and, if the name of the partnership filing an amendment does not comply with s. 178.0902 (3), a fictitious name adopted pursuant to s. 178.1006 (1).
(1r)
The cessation of the partnership's status as a foreign limited liability partnership.
(2)
The jurisdiction of the partnership's governing law.
(3)
An address required by s. 178.1003 (4).
(4)
The information required by s. 178.1003 (5), unless such information has previously been changed pursuant to s. 178.0116, 178.0909, or 178.0913 (5).
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1005 - Activities not constituting doing business.

178.1005
Activities not constituting doing business.
(1)
Activities of a foreign limited liability partnership which do not constitute doing business in this state under this subchapter include all of the following:
(a)
Maintaining, defending, mediating, arbitrating, or settling an action or proceeding.
(b)
Carrying on any activity concerning its internal affairs, including holding meetings of its partners.
(c)
Maintaining accounts in financial institutions.
(d)
Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositaries with respect to those securities.
(e)
Selling through independent contractors.
(f)
Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts.
(g)
Creating or acquiring indebtedness, mortgages, or security interests in property.
(h)
Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property.
(i)
Conducting an isolated transaction that is not in the course of similar transactions.
(j)
Owning, without more, property.
(k)
Doing business in interstate commerce.
(2)
A person does not do business in this state solely by being a partner of a foreign limited liability partnership that does business in this state.
(3)
This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1006 - Noncomplying name of foreign limited liability partnership.

178.1006
Noncomplying name of foreign limited liability partnership.
(1)
A foreign limited liability partnership whose name does not comply with s. 178.0902 may not register to do business in this state until it adopts, for the purpose of doing business in this state, a fictitious name that complies with s. 178.0902. After registering to do business in this state with a fictitious name, the partnership shall only do business in this state under the fictitious name.
(2)
If a registered foreign limited liability partnership changes its name to one that does not comply with s. 178.0902, it may not do business in this state until it complies with sub. (1) by amending its registration to adopt a fictitious name that complies with s. 178.0902.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1007 - Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.

178.1007
Withdrawal deemed on conversion to or merger into domestic filing entity or domestic limited liability partnership.
A registered foreign limited liability partnership that converts to, or merges into, a domestic limited liability partnership or to or into a domestic entity whose formation requires the delivery of a record to the department for filing is deemed to have withdrawn its registration on the effective date of the conversion or merger, unless the registration is transferred to such partnership pursuant to s. 178.1009.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1008 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

178.1008
Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(1)
(a)
A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to, or merged into, a domestic or foreign entity whose formation does not require the delivery of a record for filing by the department, other than a limited liability partnership, shall deliver a statement of withdrawal to the department for filing, as provided in s. 178.1011.
(b)
In the case of a merger or conversion, the statement under par. (a) must also state the name and type of entity to which or into which the partnership has converted or merged and the jurisdiction of its governing law.
(2)
After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to s. 178.0912, as provided in s. 178.1011 (2).
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1009 - Transfer of registration.

178.1009
Transfer of registration.
(1)
When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the department to do business in this state, the foreign entity shall deliver to the department for filing an application for transfer of registration. The application must state all of the following:
(a)
The name of the registered foreign limited liability partnership before the merger or conversion.
(b)
That before the merger or conversion the registration pertained to a foreign limited liability partnership.
(c)
The name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted and, if the name does not comply with s. 178.0902, a fictitious name adopted pursuant to s. 178.1006 (1).
(d)
The type of entity of the applicant foreign entity and the jurisdiction of its governing law.
(e)
The street and mailing addresses of the principal office of the applicant foreign entity and, if the partnership's governing law requires the entity to maintain an office in the jurisdiction of that governing law, the street and mailing addresses of that office.
(f)
The street address of the applicant foreign entity's registered office in this state and the name and e-mail address of its registered agent at that address.
(2)
When an application for transfer of registration takes effect, the registration of the foreign limited liability partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
History:  2015 a. 295; 2017 a. 365; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.10101 - Grounds for revocation.

178.10101
Grounds for revocation.
(1)
Except as provided in sub. (2), the department may bring a proceeding under s. 178.10102 to revoke the statement of foreign registration of a foreign limited liability partnership authorized to do business in this state if any of the following applies:
(a)
The foreign limited liability partnership fails to file its annual report with the department within 4 months after it is due.
(b)
The foreign limited liability partnership does not pay, within 4 months after they are due, any fees or penalties due the department under this chapter.
(c)
The foreign limited liability partnership is without a registered agent or registered office in this state for at least 6 months.
(d)
The foreign limited liability partnership does not inform the department under s. 178.0909, 178.0910, or 178.1004 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within 6 months of the change, resignation, or discontinuance.
(e)
The foreign limited liability partnership's statement of foreign registration contains fraudulent or materially false information.
(f)
The department receives a duly authenticated certificate from the secretary of state or other official having custody of partnership records in the jurisdiction of the foreign limited liability partnership's governing law stating that it has been dissolved or disappeared as the result of a merger or other event.
(g)
The foreign limited liability partnership violates s. 940.302 (2) or 948.051 (2).
(2)
If the department receives a certificate under sub. (1) (f) and a statement by the foreign limited liability partnership that the certificate is submitted to terminate its authority to do business in this state, the department shall revoke the foreign limited liability partnership's foreign registration statement under s. 178.10102 (2) (b).
(3)
A court may revoke under s. 946.87 the statement of foreign registration of a foreign limited liability partnership authorized to transact business in this state. The court shall notify the department of the action, and the department shall revoke the foreign limited liability partnership's statement of foreign registration under s. 178.10102.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.10103 - Appeal from revocation.

178.10103
Appeal from revocation.
(1)
A foreign limited liability partnership may appeal the department's revocation of its statement of foreign registration under s. 178.10102 to the circuit court for the county where the foreign limited liability partnership's principal office or, if none in this state, its registered office is located, within 30 days after the notice of revocation takes effect under s. 178.0103 (6). The foreign limited liability partnership shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its statement of foreign registration and the department's notice of revocation.
(2)
The court may order the department to reinstate the statement of foreign registration or may take any other action that the court considers appropriate.
(3)
The court's final decision may be appealed as in other civil proceedings.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1011 - Withdrawal of registration of registered foreign limited liability partnership.

178.1011
Withdrawal of registration of registered foreign limited liability partnership.
(1)
A registered foreign limited liability partnership may withdraw its registration by delivering a statement of withdrawal to the department for filing. The statement of withdrawal must state all of the following:
(a)
The name of the partnership and the jurisdiction of its governing law.
(b)
That the partnership is not doing business in this state and that it withdraws its registration to do business in this state.
(c)
Whether the partnership revokes the authority of its registered agent to accept service on its behalf and, in any event, that it also consents to service of process under sub. (2) in any civil, criminal, administrative, or investigatory proceeding based on a cause of action arising during the time the partnership was registered to do business in this state.
(d)
The mailing address of its principal office or, if it has no principal office, an address to which service of process may be made under sub. (2), and a commitment to notify the department in the future of any change in such address.
(2)
After the withdrawal of the registration of a foreign limited liability partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to s. 178.0912.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1102 - Relationship of subchapter to other laws.

178.1102
Relationship of subchapter to other laws.
(1)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(2)
A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1103 - Existing purpose.

178.1103
Existing purpose.
(2)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
(3)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(4)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1105 - Reference to external facts.

178.1105
Reference to external facts.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1121 - Merger authorized.

178.1121
Merger authorized.
(1)
One or more domestic partnerships may merge with or into one or more other constituent entities pursuant to ss. 178.1121 to 178.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
(2)
One or more other domestic or foreign entities may merge with or into a domestic partnership pursuant to ss. 178.1121 to 178.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1122 - Plan of merger.

178.1122
Plan of merger.
(1)
A plan of merger must be in a record and contain all of the following:
(a)
As to each constituent entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the merger.
(c)
The manner and basis of converting the interests in each constituent entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.
(e)
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.
(f)
Any other matters required under the governing law of any constituent entity.
(2)
In addition to the requirements of sub. (1), a plan of merger may contain any other provision relating to the merger and not prohibited by law.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1123 - Approval of merger; amendment; abandonment.

178.1123
Approval of merger; amendment; abandonment.
(1)
Subject to s. 178.1161, a plan of merger must be approved by a vote or consent of all the partners of each domestic partnership that is a constituent entity.
(2)
Subject to s. 178.1161 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, except as otherwise provided in the plan of merger, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger with the same vote or consent as was required to approve the plan of merger.
(3)
If, after articles of merger have been delivered to the department for filing and before the merger becomes effective, the plan of merger is amended in a manner that requires an amendment to the articles of merger or if the merger is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger becomes effective. When the statement of abandonment becomes effective, the merger is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of each constituent entity.
(c)
The amendment to or the abandonment of the articles of merger.
(d)
A statement that the amendment or abandonment was approved in accordance with this section.
(4)
In addition to approval under sub. (1), a plan of merger must be approved by each constituent entity that is not a domestic partnership in accordance with any requirements of its governing law.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1124 - Filings required for merger; effective date.

178.1124
Filings required for merger; effective date.
(1)
After a merger has been approved with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger setting forth all of the following:
(a)
The name, type of entity, and governing law of each constituent entity.
(b)
The name, type of entity, and governing law of the surviving entity and, if the surviving entity is created by the merger, a statement to that effect.
(c)
A statement that the plan of merger has been approved and adopted by each constituent entity in accordance with its governing law.
(d)
1.
If the surviving entity preexists the merger, any amendments to its organizational documents under s. 178.1122 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.
2.
If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a public record under its governing law.
(e)
A statement that the plan of merger is on file at the principal office of the surviving entity.
(f)
A statement that upon request the surviving entity will provide a copy of the plan of merger to any interest holder of a constituent entity.
(g)
A statement whether s. 178.1161 applies to the merger.
(2)
In addition to the requirements of sub. (1), the articles of merger may contain any other provisions relating to the merger, as determined by the constituent entities in accordance with the plan of merger.
(3)
If the surviving entity is a foreign entity that will be required to register to do business in this state immediately after the merger and it has not previously registered to do so or been assigned a registration to do so under s. 178.1009, it shall so register.
(4)
A merger takes effect at the effective date and time of the articles of merger.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1131 - Interest exchange authorized.

178.1131
Interest exchange authorized.
(1)
A domestic partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 178.1131 to 178.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the partnership and the acquired entity.
(2)
All of one or more classes or series of interests of a domestic partnership may be acquired by another domestic or foreign entity pursuant to ss. 178.1131 to 178.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the partnership.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1132 - Plan of interest exchange.

178.1132
Plan of interest exchange.
(1)
A plan of interest exchange must be in a record and contain all of the following:
(a)
As to both the acquiring entity and the acquired entity, its name, type of entity, and governing law.
(b)
The terms and conditions of the interest exchange.
(c)
The manner and basis of exchanging the interests to be acquired for interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(d)
Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.
(e)
Any other matters required under the governing law of the acquired or acquiring entity.
(f)
A statement whether s. 178.1161 applies to the interest exchange.
(2)
In addition to the requirements of sub. (1), a plan of interest exchange may contain any other provision relating to the interest exchange and not prohibited by law.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1133 - Approval of interest exchange; amendment; abandonment.

178.1133
Approval of interest exchange; amendment; abandonment.
(1)
Subject to s. 178.1161, a plan of interest exchange must be approved by a vote or consent of all of the partners with respect to each domestic partnership acquired entity.
(2)
Subject to s. 178.1161 and the governing law of each of the acquiring entity and acquired entity, after a plan of interest exchange is approved, and at any time before an interest exchange becomes effective, except as otherwise provided in the plan of interest exchange, the acquiring and acquired entities may amend the plan of interest exchange or abandon the interest exchange as provided in the plan of interest exchange with the same vote or consent as was required to approve the plan of interest exchange.
(3)
If, after articles of interest exchange have been delivered to the department for filing and before the interest exchange becomes effective, the plan of interest exchange is amended in a manner that requires an amendment to the articles of interest exchange or if the interest exchange is abandoned, a statement of amendment or abandonment, signed by either the acquiring entity or the acquired entity, must be delivered to the department for filing before the interest exchange becomes effective. When a statement of abandonment becomes effective, the interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the acquiring and acquired entities.
(c)
The amendment to or abandonment of the articles of interest exchange.
(d)
A statement that the amendment or abandonment was approved in accordance with this section.
(4)
In addition to approval under sub. (1), a plan of interest exchange must be approved by any acquiring or acquired entity that is not a domestic partnership in accordance with any requirements of its governing law.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1134 - Filings required for interest exchange; effective date.

178.1134
Filings required for interest exchange; effective date.
(1)
After an interest exchange has been approved with respect to the acquiring and acquired entity in accordance with their governing laws, the acquiring entity shall deliver, or cause to be delivered, to the department for filing articles of interest exchange setting forth all of the following:
(a)
The name, type of entity, and governing law of the acquired entity.
(b)
The name, type of entity, and governing law of the acquiring entity.
(c)
A statement that the plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.
(d)
Any amendments to the organizational documents of the acquired or acquiring entity that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.
(e)
A statement that the plan of interest exchange is on file at the principal office of the acquiring entity.
(f)
A statement that upon request the acquiring entity will provide a copy of the plan of interest exchange to any interest holder of the acquired entity.
(2)
In addition to the requirements of sub. (1), articles of interest exchange may contain any other provisions relating to the interest exchange, as determined by the acquiring entity in accordance with the plan of interest exchange.
(3)
An interest exchange takes effect at the effective date and time of the articles of interest exchange.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1141 - Conversion authorized.

178.1141
Conversion authorized.
(1)
A domestic partnership may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.
(2)
A foreign or domestic entity, other than a domestic partnership, may convert to a domestic partnership pursuant to ss. 178.1141 to 178.1145 and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a partnership under this chapter immediately after the conversion.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1142 - Plan of conversion.

178.1142
Plan of conversion.
(1)
A plan of conversion must be in a record and contain all of the following:
(a)
The name, type of entity, and governing law of the converting entity.
(b)
The name, type of entity, and governing law of the converted entity.
(c)
The terms and conditions of the conversion.
(d)
The manner and basis of converting the interests in the converting entity into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
(e)
The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.
(f)
Any other matters required by the governing law of the converting or converted entity.
(2)
In addition to the requirements of sub. (1), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1143 - Approval of conversion; amendment; abandonment.

178.1143
Approval of conversion; amendment; abandonment.
(1)
Subject to s. 178.1161, a plan of conversion must be approved by a vote or consent of all of the partners with respect to a converting domestic partnership. A plan of conversion into a domestic partnership converted entity must be approved pursuant to the governing law of the converting entity.
(2)
Subject to s. 178.1161 and the governing law of each of the converting entity and converted entity, after a plan of conversion is approved, and at any time before a conversion becomes effective, except as otherwise provided in the plan of conversion, the converting entity may amend the plan of conversion or abandon the conversion as provided in the plan of conversion with the same vote or consent as was required to approve the plan of conversion.
(3)
If, after articles of conversion have been delivered to the department for filing and before the conversion becomes effective, the plan of conversion is amended in a manner that requires an amendment to the articles of conversion or if the conversion is abandoned, a statement of amendment or abandonment, signed by the converting entity, must be delivered to the department for filing before the conversion becomes effective. When a statement of abandonment becomes effective, the conversion is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a)
The name of the converting entity and the converted entity under the plan of conversion.
(c)
The amendment to or abandonment of the articles of conversion.
(d)
A statement that the amendment or abandonment was approved in accordance with this section.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1144 - Filings required for conversion; effective date.

178.1144
Filings required for conversion; effective date.
(1)
After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion setting forth all of the following:
(a)
The name, type of entity, and governing law of the converting entity.
(b)
The name, type of entity, and governing law of the converted entity.
(c)
A statement that the plan of conversion has been approved and adopted by the converting entity in accordance with its governing law.
(d)
Any organizational documents of the converted entity that are to be in a public record under its governing law.
(e)
A statement that the plan of conversion is on file at the principal office of the converted entity.
(f)
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.
(g)
A statement whether s. 178.1161 applies to the conversion.
(2)
In addition to the requirements of sub. (1), 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.
(3)
If the converted entity is a foreign entity that will be required to register to do business in this state immediately after the conversion and it has not previously registered to do so or been assigned a registration to do so under s. 178.1009, it shall so register.
(4)
A conversion takes effect at the effective date and time of the articles of conversion.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1151 - Domestication authorized.

178.1151
Domestication authorized.
A domestic partnership may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic partnership, and a non-United States entity may domesticate as a domestic partnership subject to this chapter while continuing to be an entity subject to its non-United States governing law pursuant to ss. 178.1151 to 178.1155 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.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1152 - Plan of domestication.

178.1152
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.
(c)
The terms and conditions of the domestication.
(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.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1153 - Approval of domestication; amendment; abandonment.

178.1153
Approval of domestication; amendment; abandonment.
(1)
Subject to s. 178.1161, a plan of domestication must be approved by all the partners of a domesticating Wisconsin partnership. A plan of domestication of a domesticating non-United States entity must be approved pursuant to the governing law of the domesticating entity.
(2)
Subject to s. 178.1161 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.
(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:
(a)
The name of the domesticating entity and the domesticated entity under the plan of domestication.
(c)
The amendment to or abandonment of the articles of domestication.
(d)
A statement that the amendment or abandonment was approved in accordance with this section.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1154 - Filings required for domestication; effective date.

178.1154
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:
(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.
(c)
A statement that a plan of domestication has been approved and adopted by the domesticating entity in accordance with its governing law.
(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.
(e)
A statement that the plan of domestication is on file at the principal office of the domesticated entity.
(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.
(g)
A statement whether s. 178.1161 applies to the domestication.
(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.
(3)
A domestication takes effect at the effective date and time of the articles of domestication.
History:  2015 a. 295; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1201 - Uniformity of application and construction.

178.1201
Uniformity of application and construction.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 178 - Uniform partnership law. › 178.1202 - Relation to electronic signatures in global and national commerce act.

178.1202
Relation to electronic signatures in global and national commerce act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).
History:  2015 a. 295.
2023 Wisconsin Statutes & Annotations › Chapter 179 - Uniform limited partnership law. › 179.0104 - Governing law.

179.0104
Governing law.
(1)
The law of this state governs all of the following:
(a)
The internal affairs of a limited partnership.
(b)
The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
(2m)
The fact that one or more of the partners of a partnership are, or are not, subject to tax on the income of the partnership shall have no effect on the application of the law of this state under sub. (1).
(3m)
The partnership agreement may require, consistent with applicable jurisdictional requirements, that any or all claims involving the application of the law of this state under sub. (1) shall be brought solely and exclusively in the courts of this state.
History:  2021 a. 258.