Wisconsin Statutes & Annotations
Chapter 179 - Uniform limited partnership law.
179.1123 - Approval of merger; amendment; abandonment.

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 owning a majority of the rights to receive distributions, whether as a general partner, a limited partner, or both.
(2) Subject to s. 179.1161 and the governing law of each constituent entity, after a plan of merger is approved, and at any time before a merger becomes effective, the constituent entities may amend the plan of merger or abandon the merger as provided in the plan of merger or, except as otherwise 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.
(b) The amendment to or the abandonment of the articles of merger.
(c) 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 limited partnership in accordance with any requirements of its governing law.
History: 2021 a. 258.

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