178.36(3)
(3) If any partner retires or dies and the business of the dissolved partnership is continued as set forth in
subs. (1) and
(2), with the consent of the retired partners or the representative of the deceased partner, but without any assignment of the retired or deceased partner's right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.
178.36(4)
(4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
178.36(5)
(5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of
s. 178.33 (2) (b), either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
178.36(6)
(6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
178.36(7)
(7) The liability of a 3rd person becoming a partner in the partnership continuing the business, under this section to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
178.36(8)
(8) If the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for the retired or deceased partner's right in partnership property.
178.36(9)
(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.
178.36(10)
(10) The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
178.36 History
History: 1993 a. 482.
178.36 Annotation
See note to 178.33, citing In Matter of Trust Estate of Schaefer, 91 W (2d) 360, 283 NW (2d) 410 (Ct. App. 1979).
178.37
178.37
Rights of retiring or deceased partner. If any partner retires or dies, and the business is continued under any of the conditions set forth in
s. 178.33 (2) (b) or
178.36 (1),
(2),
(3),
(5) and
(6), without any settlement of accounts as between the retired or deceased partner or the deceased partner's estate and the person or partnership continuing the business, unless otherwise agreed, the retired partner or the deceased partner's legal representative as against such persons or partnership may have the value of the retired or deceased partner's interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of the retired or deceased partner's interest in the dissolved partnership with interest, or, at the option of the retired partner or the deceased partner's legal representative, in lieu of interest, the profits attributable to the use of the retired or deceased partner's right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by
s. 178.36 (8).
178.37 History
History: 1993 a. 482.
178.37 Annotation
An executor who is also a partner may not deprive the estate of a deceased partner of its rights to interest or profits under this section, hence, neither the mother, as executrix of her husband's estate nor the one brother, as executor of the estates of both his parents, possessed any authority to waive the estates' rights under the statute, and the executor must choose one of the options provided. McDonald v. McDonald, 68 W (2d) 292, 228 NW (2d) 727.
178.37 Annotation
When legal representative has failed or refused to act, heir may maintain action to recover assets for benefit of estate. Schaefer v. Schaefer, 89 W (2d) 323, 278 NW (2d) 332 (Ct. App. 1979).
178.37 Annotation
See note to 178.33, citing In Matter of Trust Estate of Schaefer, 91 W (2d) 360, 283 NW (2d) 410 (Ct. App. 1979).
178.37 Annotation
Retiring partner was entitled to share of partnership profit from day of dissolution, less substantial labor and management services made by continuing partner. Lange v. Bartlett, 121 W (2d) 599, 360 NW (2d) 702 (Ct. App. 1984).
178.37 Annotation
A deceased or withdrawing partner has no claim to post-dissolution profits where those profits are related to the skill and services of the remaining partners. Fees from work in progress at the time of dissolution constitute partnership assets allocated to each partner according to the partnership formula without any additional compensation to the partner who performs the work. Gull v. Van Epps, 185 W (2d) 609, 517 NW (2d) 531 (Ct. App. 1994).
178.38
178.38
Right to accounting accrues on dissolution. The right to an account of his or her interest shall accrue to any partner, or his or her legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
178.38 History
History: 1993 a. 482.
178.39
178.39
Recording of partnership agreements; amendments; articles of dissolution. Partnership agreements, amendments thereof and agreements in dissolution thereof may be recorded in the office of the register of deeds of the county in which the principal place of business of such partnership is located.
178.39 History
History: 1993 a. 301.
178.40
178.40
Registration of limited liability partnerships. 178.40(1)(1) To become a registered limited liability partnership or a foreign registered limited liability partnership, a partnership shall file with the department the fee specified in
s. 178.48 and a registration statement that includes all of the following:
178.40(1)(b)
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
178.40(1)(c)
(c) The mailing address of its principal office.
178.40(1)(d)
(d) The street address of the registered office and the name and address of the registered agent at that office for service of process.
178.40(1)(e)
(e) A statement that the partnership registers as a registered limited liability partnership or a foreign registered limited liability partnership.
178.40(1)(f)
(f) Any other information that the partnership determines to include.
178.40(2)
(2) A registered limited liability partnership or a foreign registered limited liability partnership may amend its registration statement at any time by filing with the department a statement that includes all of the following:
178.40(2)(b)
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
178.40(2)(c)
(c) The date of the filing of the original registration statement.
178.40(2)(d)
(d) The amendment to the registration statement.
178.40(3)
(3) A registered limited liability partnership or a foreign registered limited liability partnership may terminate its registration by filing with the department the fee specified in
s. 178.48 and a written notice of withdrawal that includes all of the following:
178.40(3)(b)
(b) If a foreign registered limited liability partnership, the name of the state or country under whose law it is formed.
178.40(3)(c)
(c) A statement that the partnership withdraws its registration.
178.40 History
History: 1995 a. 97.
178.40 Annotation
Wisconsin's LLP Law. Fahrenbach & Klinker. Wis. Law. March 1996.
178.41
178.41
Effect of registration. 178.41(1)
(1) A registration of a limited liability partnership is effective when the registration statement takes effect under
s. 178.49.
178.41(1)(a)
(a) The department's filing of a registration statement is conclusive proof that the partnership is registered as a registered limited liability partnership or a foreign registered limited liability partnership under this chapter, except in a proceeding by the state to revoke the registration, and is notice of all other facts set forth in the registration statement.
178.41(1)(b)
(b) The department's filing of a registration statement of a foreign registered limited liability partnership under
s. 178.40 constitutes its certificate of authority to transact business in this state and is notice of all other facts set forth in the registration statement.
178.41(2)(a)(a) A partnership that registers as a registered limited liability partnership is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state.
178.41(2)(b)
(b) If a registered limited liability partnership or a foreign registered limited liability partnership dissolves for any reason and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, and so long as the partnership continues to comply with
s. 178.42, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new registration statement. The partnership continuing the business shall be considered to have filed any documents required or permitted under this chapter which were filed by the dissolved registered limited liability partnership or foreign registered limited liability partnership.
178.41(3)
(3) If a registered limited liability partnership or a foreign registered limited liability partnership dissolves for any reason and winds up its affairs, liquidates or terminates, the registration statement remains in effect as to the partnership and partners during the period of winding up and remains in effect as to the partners after liquidation or termination with respect to liabilities of the partnership incurred, assumed or arising before the effective date of liquidation or termination.
178.41(4)
(4) A partnership continues as a registered limited liability partnership or foreign registered limited liability partnership if there is substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership or foreign registered limited liability partnership and the liability of a partner of that registered limited liability partnership or foreign registered limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in any filing under this chapter.
178.41 History
History: 1995 a. 97.
178.42
178.42
Name of registered limited liability partnership. 178.42(1)(1) The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
178.42(2)
(2) The name of a foreign registered limited liability partnership transacting business in this state shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP", or other words or abbreviations as may be required or authorized by the laws of the jurisdiction in which the partnership is formed.
178.42(3)
(3) Except as provided in
sub. (4), the name of a registered limited liability partnership shall be distinguishable upon the records of the department from all of the following names:
178.42(3)(a)
(a) The name of any other domestic or foreign corporation, cooperative, registered limited liability partnership, limited partnership, or limited liability company existing, registered or licensed to transact business under the laws of this state.
178.42(4)
(4) The name of a registered limited liability partnership is not distinguishable from a name referred to under
sub. (3) (a) and
(b) if the only difference between it and the other name is the inclusion or absence of a word or words referred to in
sub. (1) or
(2) or the words "corporation", "incorporated", "limited", "company", "cooperative", "limited partnership", "limited liability company" or abbreviations of these words.
178.42(5)
(5) If the name of a domestic or foreign limited liability partnership is not distinguishable from a name referred to under
sub. (3) (a) and
(b), the domestic or foreign limited liability partnership may register under a fictitious name that is distinguishable from a name referred to under
sub. (3) (a) and
(b).
178.42 History
History: 1995 a. 97.
178.43
178.43
Registered office and registered agent. A registered limited liability partnership and foreign registered limited liability partnership shall continuously maintain in this state a registered office and registered agent. The registered office may be the same as any of the partnership's places of business. The registered agent shall be any of the following:
178.43(1)
(1) A natural person who resides in this state and whose business office is identical with the registered office.
178.43(2)
(2) A domestic corporation, nonstock corporation, limited liability company, limited partnership or registered limited liability partnership.
178.43(3)
(3) A foreign corporation, foreign limited liability company, foreign limited partnership or foreign registered limited liability partnership if that entity is authorized to transact business in this state and the entity's business office is identical with the registered office.
178.43 History
History: 1995 a. 97.
178.44
178.44
Service on registered limited liability partnership. 178.44(1)(1) A registered limited liability partnership's or foreign registered limited liability partnership's registered agent is the partnership's agent for service of process, notice or demand required or permitted by law to be served on the partnership.
178.44(2)
(2) Except as provided in
sub. (3), if a registered limited liability partnership or a foreign registered limited liability partnership has no registered agent or the agent cannot with reasonable diligence be served, the partnership may be served by registered or certified mail, return receipt requested, addressed to the partnership at its principal office. Service is perfected under this subsection at the earliest of the following:
178.44(2)(a)
(a) The date on which the partnership receives the mail.
178.44(2)(b)
(b) The date shown on the return receipt, if signed on behalf of the partnership.
178.44(2)(c)
(c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
178.44(3)
(3) If the address of the registered limited liability partnership's or foreign registered limited liability partnership's principal office cannot be determined from the records of the department, the partnership may be served by publishing a class 3 notice, under
ch. 985, in the community in which the partnership's principal office or registered office, as most recently designated in the records of the department, is located.
178.44(4)
(4) This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a registered limited liability partnership or a foreign registered limited liability partnership in any other manner permitted by law.
178.44 History
History: 1995 a. 97.
178.45
178.45
Foreign registered limited liability partnerships. 178.45(1)(1) Before transacting business in this state, a foreign registered limited liability partnership shall do all of the following:
178.45(1)(a)
(a) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged.
178.45(1)(b)
(b) Obtain a certificate of authority from the department by filing a registration statement under
s. 178.40.
178.45(2)
(2) A foreign registered limited liability partnership holding a valid certificate of authority under this section is subject to
ss. 178.40 to
178.53.
178.45(3)
(3) The internal affairs of a foreign registered limited liability partnership, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign limited liability partnership is formed.
178.45(4)
(4) The following shall apply to a foreign registered limited liability partnership transacting business in this state without filing a registration statement and obtaining a certificate of authority under
s. 178.40:
178.45(4)(a)
(a) A foreign registered limited liability partnership transacting business in this state without a certificate of authority may not maintain a proceeding in a court of this state until it obtains a certificate of authority.
178.45(4)(b)
(b) Neither the successor to a foreign registered limited liability partnership that transacted business in this state without a certificate of authority nor the assignee of a cause of action arising out of that business may maintain a proceeding based on that cause of action in a court of this state until the foreign registered limited liability partnership or its successor obtains a certificate of authority.
178.45(4)(c)
(c) A court may stay a proceeding commenced by a foreign registered limited liability partnership, or its successor or assignee, until the court determines if the foreign limited liability partnership or its successor requires a certificate of authority. If the court determines that a certificate is required, the court may further stay the proceeding until the foreign registered limited liability partnership or its successor obtains the certificate of authority.
178.45(4)(d)
(d) The failure of a foreign registered limited liability partnership to obtain a certificate of authority does not do any of the following:
178.45(4)(d)1.
1. Impair the validity of any contract or act of the foreign registered limited liability partnership or its title to property in this state.
178.45(4)(d)2.
2. Affect the right of any other party to a contract to maintain any action on the contract.
178.45(4)(d)3.
3. Prevent the foreign registered limited liability partnership from defending any civil, criminal, administrative or investigatory proceeding in any court of this state.
178.45(4)(e)
(e) A foreign registered limited liability partnership that transacts business in this state without a certificate of authority is liable to this state, for each year or any part of a year during which it transacted business in this state without a certificate of authority, for an amount equal to the sum of the following:
178.45(4)(e)1.
1. All fees that would have been imposed under this chapter upon the foreign registered limited liability partnership had it applied for and received a certificate of authority.
