Wis. Stat. § 181.1165
Effect of conversion.
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Statutory text
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 is no longer subject to the governing law that applied prior to the conversion and is subject to the governing law of the converted entity. (am) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to the con- verting or converted entity. 2. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent pro- vided in such governing law with respect to the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which the interest holder or holders had such interest holder liability. 3. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder lia- bility after the conversion with respect to the converted entity, such interest holder or holders will have such liability and any as- sociated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converted entity that accrue after the conversion. 4. This paragraph does not affect liability under any taxation laws. (b) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment. (c) The converted entity has all debts, obligations, and other liabilities of the converting entity. (d) A civil, criminal, or administrative proceeding pending by or against the converted entity may be continued as if the conver- sion did not occur, or the converted entity may be substituted in the proceeding for the converting entity. (e) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such orga- nizational documents are to be reflected in a public record, as provided in the articles of conversion. (f) The interests of the converting entity that are to be con- verted into interests, securities, or obligations of the surviving en- tity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest hold- ers of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, and 183.1061, or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect. (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity. (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited lia- bility company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.
(a) When a conversion takes effect, the department is the agent of any foreign converted entity for service of process in a proceeding to enforce any obligation or the rights of interest hold- ers, in their capacity as such, of any domestic corporation con- verting entity. (b) When a conversion takes effect, any foreign converted en- tity shall timely honor the rights and obligations of interest hold- ers under this chapter with respect to any domestic corpora- tion converting entity.
Synced from the Florida Legislature’s official site. Verify the current version before citing.
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Reference only. Not legal advice. Verify current text at the official state legislature website before citing. Printed from Common Elements (September 28, 2026).