Chapter 179, UNIFORM LIMITED PARTNERSHIP LAW

179.1012 Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this subchapter. History: 2021 a. 258. SUBCHAPTER XI MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION…

179.1101 Definitions. In this subchapter: (1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interest…

179.1102 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 righ…

179.1103 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 whi…

179.1104 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter. History: 2021 a. 258.

179.1105 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 …

179.1121 Merger authorized. (1) One or more domestic limited partnerships may merge with or into one or more other constituent entities pursuant to ss. 179.1121 to 179.1125 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each…

179.1122 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 …

179.1123 Approval of merger; amendment; abandonment. (1) Subject to s. 179.1161, a plan of merger must be approved by a vote or consent of all of the following with respect to each domestic limited partnership that is a constituent entity: (a) All general partners. (b) Partners o…

179.1124 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…

179.1125 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.…

179.1131 Interest exchange authorized. (1) A domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss. 179.1131 to 179.1135 and a plan of interest exchange if the interest exchange is permitted…

179.1132 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…

179.1133 Approval of interest exchange; amendment; abandonment. (1) Subject to s. 179.1161, a plan of interest exchange must be approved by a vote or consent of all of the following with respect to each domestic limited partnership acquired entity: (a) All general partners. (b) P…

179.1134 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…

179.1135 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…

179.1141 Conversion authorized. (1) A domestic limited partnership may convert to another type of domestic entity, or to any type of foreign entity, pursuant to ss. 179.1141 to 179.1145 and a plan of conversion if the conversion is permitted under the governing law of the convert…

179.1142 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…

179.1143 Approval of conversion; amendment; abandonment. (1) (a) Subject to s. 179.1161, a plan of conversion must be approved by a vote or consent of all of the following with respect to a converting domestic limited partnership: 1. All general partners. 2. Partners owning a maj…

179.1144 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…

179.1145 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…

179.1151 Domestication authorized. A domestic limited partnership may domesticate as a non-United States entity subject to non-United States governing law while continuing to be a domestic limited partnership, and a non-United States entity may domesticate as a domestic limited p…

179.1152 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…

179.1153 Approval of domestication; amendment; abandonment. (1) (a) Subject to s. 179.1161, a plan of domestication must be approved by a vote or consent of all of the following with respect to a domesticating Wisconsin limited partnership: 1. All general partners. 2. Partners ow…

179.1154 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…

179.1155 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 …

179.1161 Restrictions on approval of mergers, interest exchanges, conversions, and domestications. SUBCHAPTER XII MISCELLANEOUS PROVISIONS

179.1201 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: 2021 a. 258. 179.1202 Relati…

179.1202 Relation to Electronic Signatures in Global and National Commerce Act. eign limited partnership under a provision similar to s. 179.0404 (3). (6) “Foreign limited partnership” means an association that would be a limited partnership subject to this chapter but for the fa…