JurisdictionWisconsinCh. 178Uniform partnership law
Subch.subch. XI of ch. 178 SUBCHAPTER XI
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
178.1101 In this subchapter:
178.1101(1) (1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.
178.1101(2) (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
178.1101(2m) (2m) “Constituent entity” means a merging entity or a surviving entity in a merger.
178.1101(3) (3) “Conversion” means a transaction authorized by ss. 178.1141 to 178.1145 .
178.1101(4) (4) “Converted entity” means the converting entity as it continues in existence after a conversion.
178.1101(5) (5) “Converting entity” means an entity that engages in a conversion.
178.1101(8) (8) “Domesticated entity” means the domesticating entity as it co
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178.1101 In this subchapter:
178.1101(1) (1) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.
178.1101(2) (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
178.1101(2m) (2m) “Constituent entity” means a merging entity or a surviving entity in a merger.
178.1101(3) (3) “Conversion” means a transaction authorized by ss. 178.1141 to 178.1145 .
178.1101(4) (4) “Converted entity” means the converting entity as it continues in existence after a conversion.
178.1101(5) (5) “Converting entity” means an entity that engages in a conversion.
178.1101(8) (8) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.
178.1101(9) (9) “Domesticating entity” means either a non-United States entity or a Wisconsin partnership that engages in a domestication.
178.1101(10) (10) “Domestication” means a transaction authorized by ss. 178.1151 to 178.1155 .
178.1101(16) (16) “Interest” means any of the following:
178.1101(16)(a) (a) A share in a business corporation.
178.1101(16)(b) (b) A membership in a nonprofit or nonstock corporation.
178.1101(16)(c) (c) A partnership interest in a general partnership.
178.1101(16)(d) (d) A partnership interest in a limited partnership.
178.1101(16)(e) (e) A membership interest in a limited liability company.
178.1101(16)(f) (f) A membership interest or stock in a general cooperative association.
178.1101(16)(g) (g) A membership interest in a limited cooperative association.
178.1101(16)(h) (h) A membership in an unincorporated association.
178.1101(16)(i) (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.
178.1101(16)(j) (j) A comparable interest in any other type of unincorporated entity.
178.1101(17) (17) “Interest exchange” means a transaction authorized by ss. 178.1131 to 178.1135 .
178.1101(18) (18) “Interest holder” means any of the following:
178.1101(18)(a) (a) A shareholder of a business corporation.
178.1101(18)(b) (b) A member of a nonprofit or nonstock corporation.
178.1101(18)(c) (c) A general partner of a general partnership.
178.1101(18)(d) (d) A general partner of a limited partnership.
178.1101(18)(e) (e) A limited partner of a limited partnership.
178.1101(18)(f) (f) A member of a limited liability company.
178.1101(18)(g) (g) A member or stockholder of a general cooperative association.
178.1101(18)(h) (h) A member of a limited cooperative association.
178.1101(18)(i) (i) A member of an unincorporated association.
178.1101(18)(j) (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.
178.1101(18)(k) (k) Any other direct holder of an interest.
178.1101(19) (19) “Interest holder liability” means any of the following:
178.1101(19)(a) (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:
178.1101(19)(a)1. 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.
178.1101(19)(a)2. 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
178.1101(19)(b) (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.
178.1101(20) (20) “Merger” means a transaction authorized by ss. 178.1121 to 178.1125 .
178.1101(21) (21) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
178.1101(22m) (22m) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.
178.1101(23m) (23m) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law:
178.1101(23m)(a) (a) For a domestic or foreign corporation, whether or not for profit, its articles of incorporation and bylaws.
178.1101(23m)(b) (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.
178.1101(23m)(c) (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.
178.1101(23m)(d) (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.
178.1101(23m)(e) (e) For a business trust, its agreement of trust and declaration of trust.
178.1101(23m)(f) (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.
178.1101(24) (24) “Plan” means a plan of merger under s. 178.1122 , a plan of interest exchange under s. 178.1132 , a plan of conversion under s. 178.1142 , or a plan of domestication under s. 178.1152 .
178.1101(37) (37) “Surviving entity” means the entity that continues in existence after or is created by a merger.
178.1101(38) (38) “Type of entity” means a generic form of entity that is any of the following:
178.1101(38)(a) (a) Recognized at common law.
178.1101(38)(b) (b) Recognized under a governing law.