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.
178.45(4)(e)2. 2. Fifty percent of the amount under subd. 1. or $5,000, whichever is less.
178.45(4)(f) (f) The foreign registered limited liability partnership shall pay the amount owed under par. (e) to the department. The department may not issue a certificate of authority to the foreign registered limited liability partnership until the amount owed is paid. The attorney general may enforce a foreign registered limited liability partnership's obligation to pay any amount owed under par. (e).
178.45(4)(g) (g) A partner of a foreign registered limited liability partnership is not liable for the debts and obligations of the foreign registered limited liability partnership solely because the foreign registered limited liability partnership transacted business in this state without a certificate of authority.
178.45 History History: 1995 a. 97; 2007 a. 116.
178.46 178.46 Filing requirements.
178.46(1g) (1g) In this section:
178.46(1g)(a) (a) "Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.
178.46(1g)(b) (b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
178.46(1g)(c) (c) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.
178.46(1g)(d) (d) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.
178.46(1r) (1r) Except as provided in sub. (4), a document required or permitted to be filed under s. 178.40 or 178.50 in the office of the department shall satisfy all of the following requirements:
178.46(1r)(a) (a) Contain the information required by this chapter, although it may also contain other information.
178.46(1r)(b) (b) Be in the English language, except that a partnership name need not be in English if it is written in English letters or Arabic or Roman numerals.
178.46(1r)(c) (c) Contain the name of the drafter, if required by s. 182.01 (3).
178.46(1r)(d) (d) Be executed in accordance with sub. (3).
178.46(1r)(e) (e) Be on the form prescribed by the department if the document is described in s. 178.47.
178.46(1r)(f) (f) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 178.48.
178.46(2) (2) The department shall file photocopies or other reproduced copies of typewritten or printed documents if the copies satisfy sub. (1r) and are originally executed to satisfy sub. (3).
178.46(3) (3)
178.46(3)(a)(a) The documents described in s. 178.40 or 178.50 shall be executed by one or more partners authorized by the partnership or as otherwise provided in the partnership agreement.
178.46(3)(b) (b) The person executing a document shall sign it and, beneath or opposite the signature, type or legibly print his or her name.
178.46(4) (4) The department may waive any of the requirements of subs. (1r) to (3) if it appears from the face of the document that the document's failure to satisfy the requirement is immaterial.
178.46 History History: 1995 a. 97; 1997 a. 35; 2001 a. 44.
178.47 178.47 Forms.
178.47(1)(1)
178.47(1)(a) (a) The department shall prescribe and furnish on request forms for all of the following documents:
178.47(1)(a)1. 1. A registration statement under s. 178.40 (1).
178.47(1)(a)2. 2. An amended registration statement under s. 178.40 (2).
178.47(1)(a)3. 3. A notice of withdrawal under s. 178.40 (3).
178.47(1)(b) (b) The forms prescribed by the department under par. (a) 1., 2. and 3. shall require disclosure of only the information required under s. 178.40 (1), (2) and (3), respectively.
178.47(1)(c) (c) The use of a form prescribed under par. (a) is mandatory.
178.47(2) (2) The department may prescribe and furnish on request forms for other documents required or permitted to be filed with the department under this chapter, but use of these forms is not mandatory.
178.47 History History: 1995 a. 97.
178.48 178.48 Filing and service fees.
178.48(1) (1) Except as provided under sub. (4), the department shall collect the following fees when the documents described under this subsection are delivered to the department for filing:
178.48(1)(a) (a) Registration statement, $100.
178.48(1)(b) (b) Amendment of registration statement, $40.
178.48(1)(c) (c) Termination of registration, $40.
178.48(1)(d) (d) Articles of correction, $40.
178.48(1)(e) (e) Statement of change to registered office or registered agent or office, $10.
178.48(2) (2) The department shall collect the fee established under s. 182.01 (4) (c) each time process is served on the department under this chapter.
178.48(3) (3) In addition to the fees required under sub. (1), the department shall collect the fee established under s. 182.01 (4) (d) for processing in an expeditious manner a document required or permitted to be filed with the department under this chapter.
178.48(4) (4) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
178.48 History History: 1995 a. 97; 2001 a. 16, 44; 2009 a. 237.
178.49 178.49 Effective date and time of document.
178.49(1) (1)
178.49(1)(a)(a) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:
178.49(1)(a)1. 1. The time of day specified in the document as its effective time.
178.49(1)(a)2. 2. If no effective time is specified, at the close of business.
178.49(1)(b) (b) The date that a document is received by the department is determined by the department's endorsement on the original document.
178.49(2) (2) A document may specify a delayed effective date and time, except that the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the date and time specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
178.49 History History: 1995 a. 97.
178.50 178.50 Correcting filed document.
178.50(1) (1) A registered limited liability partnership or foreign registered limited liability partnership holding a certificate of authority under s. 178.40 may correct a document that was filed with the department if the document contains a statement that was incorrect at the time of filing or was defectively executed, including defects in any attestation, seal, verification or acknowledgment.
178.50(2) (2) To correct a document under sub. (1), a registered limited liability partnership or a foreign registered limited liability partnership holding a certificate of authority under s. 178.40 shall file with the department articles of correction that include all of the following:
178.50(2)(a) (a) A description of the document, including its filing date, or a copy of the document.
178.50(2)(b) (b) An identification of the incorrect statement and the reason that it is incorrect, or the manner in which the execution was defective, whichever applies.
178.50(2)(c) (c) The corrected statement or execution.
178.50(3) (3)
178.50(3)(a)(a) Except as provided in par. (b), articles of correction are effective on the effective date of the document that they correct.
178.50(3)(b) (b) With respect to a person relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed.
178.50 History History: 1995 a. 97.
178.51 178.51 Filing duty of the department.
178.51(1) (1) Upon receipt of a document by the department for filing, the department shall stamp or otherwise endorse the date of receipt on the original document copy and, upon request, any additional document copy received. The department shall return any additional document copy to the person delivering it, as confirmation of the date of receipt.
178.51(2) (2)
178.51(2)(a)(a) Except as provided in par. (b), if a document satisfies s. 178.46, the department shall file the document by stamping or otherwise endorsing "Filed" on both the original and the document copy. After filing a document, the department shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.
178.51(2)(b) (b) If a registered limited liability partnership or foreign registered limited liability partnership is in default in the payment of any fee required under s. 178.48, the department shall refuse to file any document relating to the partnership until all delinquent fees are paid.
178.51(3) (3)
178.51(3)(a)(a) If the department refuses to file a document, the department shall return it to the partnership, or to its representative, within 5 business days after the document is received by the office of the department for filing, together with a brief written explanation of the reason for the department's refusal.
178.51(3)(b) (b) The department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.
178.51(3)(c) (c) If a document that has been refused for filing by the department is resubmitted for filing by the department, the effective date of the document under s. 178.49 is the date that the resubmitted document is received by the department for filing or a delayed effective date specified in the resubmitted document in accordance with s. 178.49 (2). The effective time of the resubmitted document shall be determined under s. 178.49 (1) or (2), whichever is applicable.
178.51(4) (4) Except as provided in s. 178.41 (1), the department's filing of a document or refusal to file a document does not do any of the following:
178.51(4)(a) (a) Affect the validity or invalidity of the document in whole or part.
178.51(4)(b) (b) Relate to the correctness or incorrectness of information contained in the document.
178.51(4)(c) (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
178.51 History History: 1995 a. 97; 2001 a. 44.
178.52 178.52 Appeal from department's refusal to file document.
178.52(1)(1) If the department refuses to file a document received for filing, the partnership may appeal the refusal by filing a petition in circuit court to compel the department to file the document. The partnership shall file the petition in the circuit court for the county where the partnership's principal office or, if none in this state, its registered office is located. The partnership shall attach to the petition the document and any explanation by the department of the reasons for the refusal to file.
178.52(2) (2) The partnership shall file the petition under sub. (1) within 30 days after the department returns the document under s. 178.51 (3) (a). If the department does not return the document within the period specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days after the period specified in s. 178.51 (3) (b) expires.
178.52(3) (3) The court may summarily order the department to file the document or take other action that the court considers appropriate. The court's final decision may be appealed as in other civil proceedings.
178.52(4) (4) If the court orders the department to file the document under sub. (3), the effective date of the document shall be the date on which it was received by the department or a delayed effective date, if specified under s. 178.49 (2).
178.52 History History: 1995 a. 97.
178.53 178.53 Applicability to foreign and interstate commerce. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations and govern its internal affairs in accordance with this chapter, and may exercise the powers and enjoy the limitations on partner liability granted under this chapter, in any state, territory, district or possession of the United States or in any foreign country.
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2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Oct. 4, 2014. Published and certified under s. 35.18. Changes effective after Oct. 4, 2014 are designated by NOTES. (Published 10-4-14)