Is a deed filed to give notice of an interest exchange under state law (sec. 178.1131, 179.1131, 180.1102, 181.1131, or 183.1031 Wis. Stats.), exempt from transfer fee?
Yes. A deed filed to give notice of an interest exchange under state law (sec. 178.1131, 179.1131, 180.1102, 181.1131, or 183.1031 Wis. Stats.) is exempt from transfer fee per state law (sec. 77.25(6q), Wis. Stats.).
In order for the exemption to apply, it must:
- Meet all the statutory requirements
- Be submitted to the Wisconsin Department of Financial Institutions (DFI) on the prescribed form for review
- Be accepted by DFI
Wisconsin Statute References
Sec. 77.25(6q) – "Pursuant to an interest exchange under
sec. 178.1131,
179.1131,
180.1102,
181.1131, or
183.1031."
Sec. 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 the governing law applicable to the partnership and the acquired entity.
(2) All of one or more classes or series of interests of a domestic partnership may be acquired by 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 the governing law applicable to the acquiring entity and the partnership.
Sec. 179.1131 – 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.
179.1131 to
179.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the partnership and the acquired entity.
(2) All of one or more classes or series of interests of a domestic partnership may be acquired by 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 under the governing law applicable to the acquiring entity and the partnership.
Sec. 180.1102 – Interest exchange authorized
(1) A domestic corporation may acquire all of one or more classes or series of interests of another constituent entity pursuant to ss.
180.1102,
180.11021,
180.11032,
180.1105, and
180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law share applicable to the corporation and the acquired entity.
(1m) All of one or more classes or series of interests of a domestic corporation may be acquired by another constituent entity pursuant to ss.
180.1102,
180.11021,
180.11032,
180.1105, and
180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.
(2m) A domestic or foreign entity may exchange interests with a domestic corporation pursuant to ss.
180.1102,
180.11021,
180.11032,
180.1105, and
180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law of each constituent entity and each constituent entity approves the plan of interest exchange in the manner required by its governing law.
Sec. 181.1131 – Interest exchange authorized
(1) A domestic corporation may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss.
181.1131 to
181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the corporation and the acquired entity.
(2) All of one or more classes or series of interests of a domestic corporation may be acquired by another domestic or foreign entity pursuant to ss.
181.1131 to
181.1135 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.
Sec. 183.1031 – Interest exchange authorized
(1) A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity pursuant to ss.
183.1031 to
183.1035 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the limited liability company and the acquired entity.
(2) All of one or more classes or series of interests of a domestic limited liability company may be acquired by another domestic or foreign entity pursuant to ss.
183.1031 to
183.1035 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the limited liability company.
Secs.
178.1101(16), 179.1101(16), 180.1100(4), 181.1100(4) and 183.1001(16) – define "interest" as a:
- Share in a business corporation
- Membership in a nonprofit or nonstock corporation
- Partnership interest in a general partnership
- Partnership interest in a limited partnership
- Membership interest in a limited liability company
- Membership interest or stock in a general cooperative association
- Membership interest in a limited cooperative association
- Membership in an unincorporated nonprofit association
- Beneficial interest in a statutory trust, business trust, or common-law business trust
- Comparable interest in any other type of unincorporated entity
Note: An "Interest" does not include real estate.
Interest exchange statutory requirements:
- Secs. 178.1132, 179.1132, 180.11021, 181.1132 and 183.1032 Wis. Stats. – define what information the plan of interest exchange must contain
- Secs. 178.1133(1), 179.1133(1), 180.11031, 181.1133(1) and 183.1033(1), Wis. Stats. – define how the plan of interest exchange is approved by the acquired entity
- Secs. 178.1134, 179.1134, 180.1105, 181.1134 and 183.1044 Wis. Stats. – require a plan of interest exchange must be delivered to DFI for approval
- A plan of interest exchange is submitted to DFI on
Form 52 Articles of Interest Exchange