Chapter 178, UNIFORM PARTNERSHIP LAW

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 …

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 constitu…

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 merg…

178.1125 Effect of merger. (1) When a merger becomes effective, all of the following apply: (a) Each merging entity merges into the surviving entity, and the separate existence of every constituent entity that is a party to the merger, except the surviving entity, ceases. (am) 1.…

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 t…

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 exchang…

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 gover…

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 depart…

178.1135 Effect of interest exchange. (1) When an interest exchange becomes effective, all of the following apply: (a) The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former in…

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 enti…

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 conditi…

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 ent…

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 set…

178.1145 Effect of conversion. (1) When a conversion becomes effective, all of the following apply: (a) The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity i…

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 th…

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…

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 purs…

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 do…

178.1155 Effect of domestication. (1) When a domestication becomes effective, all of the following apply: (a) The domesticating entity becomes a domestic entity under and becomes subject to the governing law of the jurisdiction in which it has domesticated while continuing to be …

178.1161 Restrictions on approval of mergers, interest exchanges, conversions and domestications. SUBCHAPTER XII MISCELLANEOUS PROVISIONS

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. Relation to ele…

178.1202 Relation to electronic signatures in global and national commerce act. erning law is not the law of this state. The term includes a foreign limited liability partnership. (6g) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative…