AB498,10,6 5178.41 Effect of registration. (1) A registration of a limited liability
6partnership is effective when the registration statement takes effect under s. 178.49.
AB498,10,117 (a) The secretary of state's filing of a registration statement is conclusive proof
8that the partnership is registered as a registered limited liability partnership or a
9foreign registered limited liability partnership under this chapter, except in a
10proceeding by the state to revoke the registration, and is notice of all other facts set
11forth in the registration statement.
AB498,10,1512 (b) The secretary of state's filing of a registration statement of a foreign
13registered limited liability partnership under s. 178.40 constitutes its certificate of
14authority to transact business in this state and is notice of all other facts set forth
15in the registration statement.
AB498,10,18 16(2) (a) A partnership that registers as a registered limited liability partnership
17is for all purposes the same partnership that existed before the registration and
18continues to be a partnership under the laws of this state.
AB498,11,419 (b) If a registered limited liability partnership or a foreign registered limited
20liability partnership dissolves for any reason and its business continues without
21winding up the partnership affairs and without liquidating or terminating the
22partnership, and so long as the partnership continues to comply with s. 178.42, the
23registration of the registered limited liability partnership or the foreign registered
24limited liability partnership shall continue to be applicable to the partnership
25continuing the business, and the partnership shall not be required to file a new

1registration statement. The partnership continuing the business shall be considered
2to have filed any documents required or permitted under this chapter which were
3filed by the dissolved registered limited liability partnership or foreign registered
4limited liability partnership.
AB498,11,10 5(3) If a registered limited liability partnership or a foreign registered limited
6liability partnership dissolves for any reason and winds up its affairs, liquidates or
7terminates, the registration statement remains in effect as to the partnership and
8partners during the period of winding up and remains in effect as to the partners
9after liquidation or termination with respect to liabilities of the partnership
10incurred, assumed or arising before the effective date of liquidation or termination.
AB498,11,17 11(4) A partnership continues as a registered limited liability partnership or
12foreign registered limited liability partnership if there is substantial compliance
13with the requirements of this chapter. The status of a partnership as a registered
14limited liability partnership or foreign registered limited liability partnership and
15the liability of a partner of that registered limited liability partnership or foreign
16registered limited liability partnership shall not be adversely affected by errors or
17subsequent changes in the information stated in any filing under this chapter.
AB498, s. 17 18Section 17. 178.42 of the statutes is created to read:
AB498,11,22 19178.42 Name of registered limited liability partnership. (1) The name
20of a registered limited liability partnership shall contain the words "Registered
21Limited Liability Partnership" or "Limited Liability Partnership" or the
22abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
AB498,12,2 23(2) The name of a foreign registered limited liability partnership transacting
24business in this state shall contain the words "Registered Limited Liability
25Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or

1"LLP", or other words or abbreviations as may be required or authorized by the laws
2of the jurisdiction in which the partnership is formed.
AB498,12,5 3(3) Except as provided in sub. (4), the name of a registered limited liability
4partnership shall be distinguishable upon the records of the secretary of state from
5all of the following names:
AB498,12,86 (a) The name of any other domestic or foreign registered limited liability
7partnership, limited partnership, or limited liability company existing, registered or
8licensed to transact business under the laws of this state.
AB498,12,99 (b) Any name reserved or registered under ch. 179 or 183.
AB498,12,14 10(4) The name of a registered limited liability partnership is not distinguishable
11from a name referred to under sub. (3) (a) and (b) if the only difference between it and
12the other name is the inclusion or absence of a word or words referred to in sub. (1)
13or (2) or the words "limited partnership", "limited liability company" or abbreviations
14of these words.
AB498,12,18 15(5) If the name of a domestic or foreign limited liability partnership is not
16distinguishable from a name referred to under sub. (3) (a) and (b), the domestic or
17foreign limited liability partnership may register under a fictitious name that is
18distinguishable from a name referred to under sub. (3) (a) and (b).
AB498, s. 18 19Section 18. 178.43 of the statutes is created to read:
AB498,12,24 20178.43 Registered office and registered agent. A registered limited
21liability partnership and foreign registered limited liability partnership shall
22continuously maintain a registered office and registered agent. The registered office
23may be the same as any of the partnership's places of business. The registered agent
24shall be any of the following:
AB498,13,2
1(1) A natural person who resides in this state and whose business office is
2identical with the registered office.
AB498,13,4 3(2) A domestic corporation, nonstock corporation, limited liability company,
4limited partnership or registered limited liability partnership.
AB498,13,8 5(3) A foreign corporation, foreign limited liability company, foreign limited
6partnership or foreign registered limited liability partnership if that entity is
7authorized to transact business in this state and the entity's business office is
8identical with the registered office.
AB498, s. 19 9Section 19. 178.44 of the statutes is created to read:
AB498,13,13 10178.44 Service on registered limited liability partnership. (1) A
11registered limited liability partnership's or foreign registered limited liability
12partnership's registered agent is the partnership's agent for service of process, notice
13or demand required or permitted by law to be served on the partnership.
AB498,13,19 14(2) Except as provided in sub. (3), if a registered limited liability partnership
15or a foreign registered limited liability partnership has no registered agent or the
16agent cannot with reasonable diligence be served, the partnership may be served by
17registered or certified mail, return receipt requested, addressed to the partnership
18at its principal office. Service is perfected under this subsection at the earliest of the
19following:
AB498,13,2020 (a) The date on which the partnership receives the mail.
AB498,13,2121 (b) The date shown on the return receipt, if signed on behalf of the partnership.
AB498,13,2322 (c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly
23addressed.
AB498,14,4 24(3) If the address of the registered limited liability partnership's or foreign
25registered limited liability partnership's principal office cannot be determined from

1the records of the secretary of state, the partnership may be served by publishing a
2class 3 notice, under ch. 985, in the community in which the partnership's principal
3office or registered office, as most recently designated in the records of the secretary
4of state, is located.
AB498,14,8 5(4) This section does not limit or affect the right to serve any process, notice or
6demand required or permitted by law to be served on a registered limited liability
7partnership or a foreign registered limited liability partnership in any other manner
8permitted by law.
AB498, s. 20 9Section 20. 178.45 of the statutes is created to read:
AB498,14,12 10178.45 Foreign registered limited liability partnerships. (1) Before
11transacting business in this state, a foreign registered limited liability partnership
12shall do all of the following:
AB498,14,1513 (a) Comply with any statutory or administrative registration or filing
14requirements governing the specific type of business in which the partnership is
15engaged.
AB498,14,1716 (b) Obtain a certificate of authority from the secretary of state by filing a
17registration statement under s. 178.40.
AB498,14,19 18(2) A foreign registered limited liability partnership holding a valid certificate
19of authority under this section is subject to ss. 178.40 to 178.53.
AB498,14,23 20(3) The internal affairs of a foreign registered limited liability partnership,
21including the liability of partners for debts, obligations and liabilities of or
22chargeable to the partnership, shall be subject to and governed by the laws of the
23jurisdiction in which the foreign limited liability partnership is formed.
AB498,15,3
1(4) The following shall apply to a foreign registered limited liability
2partnership transacting business in this state without filing a registration
3statement and obtaining a certificate of authority under s. 178.40:
AB498,15,64 (a) A foreign registered limited liability partnership transacting business in
5this state without a certificate of authority may not maintain a proceeding in a court
6of this state until it obtains a certificate of authority.
AB498,15,117 (b) Neither the successor to a foreign registered limited liability partnership
8that transacted business in this state without a certificate of authority nor the
9assignee of a cause of action arising out of that business may maintain a proceeding
10based on that cause of action in a court of this state until the foreign registered
11limited liability partnership or its successor obtains a certificate of authority.
AB498,15,1712 (c) A court may stay a proceeding commenced by a foreign registered limited
13liability partnership, or its successor or assignee, until the court determines if the
14foreign limited liability partnership or its successor requires a certificate of
15authority. If the court determines that a certificate is required, the court may further
16stay the proceeding until the foreign registered limited liability partnership or its
17successor obtains the certificate of authority.
AB498,15,1918 (d) The failure of a foreign registered limited liability partnership to obtain a
19certificate of authority does not do any of the following:
AB498,15,2120 1. Impair the validity of any contract or act of the foreign registered limited
21liability partnership or its title to property in this state.
AB498,15,2322 2. Affect the right of any other party to a contract to maintain any action on the
23contract.
AB498,16,3
13. Prevent the foreign registered limited liability partnership from defending
2any civil, criminal, administrative or investigatory proceeding in any court of this
3state.
AB498,16,74 (e) A foreign registered limited liability partnership that transacts business in
5this state without a certificate of authority is liable to this state, for each year or any
6part of a year during which it transacted business in this state without a certificate
7of authority, for an amount equal to the sum of the following:
AB498,16,108 1. All fees that would have been imposed under this chapter upon the foreign
9registered limited liability partnership had it applied for and received a certificate
10of authority.
AB498,16,1111 2. Fifty percent of the amount under subd. 1. or $5,000, whichever is less.
AB498,16,1612 (f) The foreign registered limited liability partnership shall pay the amount
13owed under par. (e) to the secretary of state. The secretary of state may not issue a
14certificate of authority to the foreign registered limited liability partnership until the
15amount owed is paid. The attorney general may enforce a foreign registered limited
16liability partnership's obligation to pay any amount owed under par. (e).
AB498,16,2017 (g) A partner of a foreign registered limited liability partnership is not liable
18for the debts and obligations of the foreign registered limited liability partnership
19solely because the foreign registered limited liability partnership transacted
20business in this state without a certificate of authority.
AB498, s. 21 21Section 21. 178.46 of the statutes is created to read:
AB498,16,24 22178.46 Filing requirements. (1) Except as provided in sub. (4), a document
23required or permitted to be filed under s. 178.40 in the office of the secretary of state
24shall satisfy all of the following requirements:
AB498,17,2
1(a) Contain the information required by this chapter, although it may also
2contain other information.
AB498,17,43 (b) Be in the English language, except that a partnership name need not be in
4English if it is written in English letters or Arabic or Roman numerals.
AB498,17,55 (c) Contain the name of the drafter, if required by s. 14.38 (14).
AB498,17,66 (d) Be executed in accordance with sub. (3).
AB498,17,87 (e) Be on the form prescribed by the secretary of state if the document is
8described in s. 178.47.
AB498,17,109 (f) Be delivered to the office of the secretary of state for filing and be
10accompanied by one exact or conformed copy and the filing fee required by s. 178.48.
AB498,17,13 11(2) The secretary of state shall file photocopies or other reproduced copies of
12typewritten or printed documents if the copies satisfy sub. (1) and are originally
13executed to satisfy sub. (3).
AB498,17,16 14(3) (a) The documents described in s. 178.40 shall be executed by one or more
15partners authorized by the partnership or as otherwise provided in the partnership
16agreement.
AB498,17,1817 (b) The person executing a document shall sign it and, beneath or opposite the
18signature, type or legibly print his or her name.
AB498,17,21 19(4) The secretary of state may waive any of the requirements of subs. (1) to (3)
20if it appears from the face of the document that the document's failure to satisfy the
21requirement is immaterial.
AB498, s. 22 22Section 22. 178.47 of the statutes is created to read:
AB498,17,24 23178.47 Forms. (1) (a) The secretary of state shall prescribe and furnish on
24request forms for all of the following documents:
AB498,17,2525 1. A registration statement under s. 178.40 (1).
AB498,18,1
12. An amended registration statement under s. 178.40 (2).
AB498,18,22 3. A notice of withdrawal under s. 178.40 (3).
AB498,18,53 (b) The forms prescribed by the secretary of state under par. (a) 1., 2. and 3.
4shall require disclosure of only the information required under s. 178.40 (1), (2) and
5(3), respectively.
AB498,18,66 (c) The use of a form prescribed under par. (a) is mandatory.
AB498,18,9 7(2) The secretary of state may prescribe and furnish on request forms for other
8documents required or permitted to be filed with the secretary's office under this
9chapter, but use of these forms is not mandatory.
AB498, s. 23 10Section 23. 178.48 of the statutes is created to read:
AB498,18,13 11178.48 Filing and service fees. (1) The secretary of state shall collect the
12following fees when the documents described under this subsection are delivered to
13the secretary of state for filing.
AB498,18,1414 (a) Registration statement, $100.
AB498,18,1515 (b) Amendment of registration statement, $40.
AB498,18,1616 (c) Termination of registration, $40.
AB498,18,1717 (d) Articles of correction, $40.
AB498,18,19 18(2) The secretary of state shall collect a $10 fee each time process is served on
19the secretary of state under this chapter.
AB498,18,22 20(3) In addition to the fees required under sub. (1), the secretary of state shall
21collect $25 for processing in an expeditious manner a document required or
22permitted to be filed with the secretary of state under this chapter.
AB498, s. 24 23Section 24. 178.49 of the statutes is created to read:
AB498,19,2 24178.49 Effective date and time of document. (1) (a) Except as provided
25in sub. (2), a document filed under this chapter is effective on the date that it is

1received by the office of the secretary of state for filing and at any of the following
2times on that date:
AB498,19,33 1. The time of day specified in the document as its effective time.
AB498,19,44 2. If no effective time is specified, at the close of business.
AB498,19,65 (b) The date that a document is received by the office of the secretary of state
6is determined by the secretary of state's endorsement on the original document.
AB498,19,12 7(2) A document may specify a delayed effective date and time, except that the
8effective date may not be more than 90 days after the date that it is received for filing.
9If a document specifies a delayed effective date and time in accordance with this
10subsection, the document is effective at the date and time specified. If a delayed
11effective date but no time is specified, the document is effective at the close of
12business on that date.
AB498, s. 25 13Section 25. 178.50 of the statutes is created to read:
AB498,19,19 14178.50 Correcting filed document. (1) A registered limited liability
15partnership or foreign registered limited liability partnership holding a certificate
16of authority under s. 178.40 may correct a document that was filed with the secretary
17of state if the document contains a statement that was incorrect at the time of filing
18or was defectively executed, including defects in any attestation, seal, verification or
19acknowledgment.
AB498,19,23 20(2) To correct a document under sub. (1), a registered limited liability
21partnership or a foreign registered limited liability partnership holding a certificate
22of authority under s. 178.40 shall file with the secretary of state articles of correction
23that include all of the following:
AB498,19,2524 (a) A description of the document, including its filing date, or a copy of the
25document.
AB498,20,2
1(b) An identification of the incorrect statement and the reason that it is
2incorrect, or the manner in which the execution was defective, whichever applies.
AB498,20,33 (c) The corrected statement or execution.
AB498,20,5 4(3) (a) Except as provided in par. (b), articles of correction are effective on the
5effective date of the document that they correct.
AB498,20,76 (b) With respect to a person relying on the uncorrected document and adversely
7affected by the correction, the articles of correction are effective when filed.
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