1995 Wisconsin Act 97

97,45 Section 45 . 178.49 of the statutes is created to read:

178.49 Effective date and time of document. (1) (a) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the office of the secretary of state for filing and at any of the following times on that date:

1. The time of day specified in the document as its effective time.

2. If no effective time is specified, at the close of business.

(b) The date that a document is received by the office of the secretary of state is determined by the secretary of state's endorsement on the original document.

(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.

97,46 Section 46 . 178.49 (1) (a) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

178.49 (1) (a) (intro.) Except as provided in sub. (2), a document filed under this chapter is effective on the date that it is received by the office of the secretary of state department for filing and at any of the following times on that date:

97,47 Section 47 . 178.49 (1) (b) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

178.49 (1) (b) The date that a document is received by the office of the secretary of state department is determined by the secretary of state's department's endorsement on the original document.

97,48 Section 48 . 178.50 of the statutes is created to read:

178.50 Correcting filed document. (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 secretary of state 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.

(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 secretary of state articles of correction that include all of the following:

(a) A description of the document, including its filing date, or a copy of the document.

(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.

(c) The corrected statement or execution.

(3) (a) Except as provided in par. (b), articles of correction are effective on the effective date of the document that they correct.

(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.

97,49 Section 49 . 178.50 (1) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

178.50 (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 secretary of state 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.

97,50 Section 50 . 178.50 (2) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

178.50 (2) (intro.) 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 secretary of state department articles of correction that include all of the following:

97,51 Section 51 . 178.51 of the statutes is created to read:

178.51 Filing duty of the secretary of state. (1) Upon receipt of a document by the office of the secretary of state for filing, the secretary of state shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The secretary of state shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the secretary of state shall file the document by stamping or otherwise endorsing “Filed", together with the secretary's title, on both the original and the document copy. After filing a document, the secretary of state shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.

(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 secretary of state shall refuse to file any document relating to the partnership until all delinquent fees are paid.

(3) (a) If the secretary of state refuses to file a document, the secretary of state shall return it to the partnership, or to its representative, within 5 business days after the document is received by the office of the secretary of state for filing, together with a brief written explanation of the reason for the secretary of state's refusal.

(b) The secretary of state's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.

(c) If a document that has been refused for filing by the secretary of state is resubmitted for filing by the secretary of state, the effective date of the document under s. 178.49 is the date that the resubmitted document is received by the secretary of state 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.

(4) Except as provided in s. 178.41 (1), the secretary of state's filing of a document or refusal to file a document does not do any of the following:

(a) Affect the validity or invalidity of the document in whole or part.

(b) Relate to the correctness or incorrectness of information contained in the document.

(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

97,52 Section 52 . 178.51 (title), (1), (2), (3) and (4) (intro.) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

178.51 (title) Filing duty of the secretary of state department. (1) Upon receipt of a document by the office of the secretary of state department for filing, the secretary of state department shall stamp or otherwise endorse the date and time of receipt on the original document copy and, upon request, any additional document copy received. The secretary of state department shall return any additional document copy to the person delivering it, as confirmation of the date and time of receipt.

(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the secretary of state department shall file the document by stamping or otherwise endorsing “Filed", together with the secretary's title, on both the original and the document copy. After filing a document, the secretary of state department shall deliver the document copy to the registered limited liability partnership or to the foreign registered limited liability partnership or to its representative.

(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 secretary of state department shall refuse to file any document relating to the partnership until all delinquent fees are paid.

(3) (a) If the secretary of state department refuses to file a document, the secretary of state 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 secretary of state department for filing, together with a brief written explanation of the reason for the secretary of state's department's refusal.

(b) The secretary of state's department's failure to either file or return a document within 5 business days after it was received constitutes a refusal to file.

(c) If a document that has been refused for filing by the secretary of state department is resubmitted for filing by the secretary of state department, the effective date of the document under s. 178.49 is the date that the resubmitted document is received by the secretary of state 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.

(4) (intro.) Except as provided in s. 178.41 (1), the secretary of state's department's filing of a document or refusal to file a document does not do any of the following:

97,53 Section 53 . 178.52 of the statutes is created to read:

178.52 Appeal from secretary of state's refusal to file document. (1) If the secretary of state refuses to file a document received for filing, the partnership may appeal the refusal by filing a petition in circuit court to compel the secretary of state 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 secretary of state of the reasons for the refusal to file.

(2) The partnership shall file the petition under sub. (1) within 30 days after the secretary of state returns the document under s. 178.51 (3) (a). If the secretary of state 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.

(3) The court may summarily order the secretary of state 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.

(4) If the court orders the secretary of state to file the document under sub. (3), the effective date of the document shall be the date on which it was received by the secretary of state or a delayed effective date, if specified under s. 178.49 (2).

97,54 Section 54 . 178.52 of the statutes, as created by 1995 Wisconsin Act .... (this act), is amended to read:

178.52 (title) Appeal from secretary of state's department's refusal to file document. (1) If the secretary of state 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 secretary of state 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 secretary of state department of the reasons for the refusal to file.

(2) The partnership shall file the petition under sub. (1) within 30 days after the secretary of state department returns the document under s. 178.51 (3) (a). If the secretary of state 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.

(3) The court may summarily order the secretary of state 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.

(4) If the court orders the secretary of state 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 secretary of state department or a delayed effective date, if specified under s. 178.49 (2).

97,55 Section 55 . 178.53 of the statutes is created to read:

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.

97,56 Section 56 . 180.0401 (2) (a) 9. of the statutes is created to read:

180.0401 (2) (a) 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

97,57 Section 57 . 180.0401 (2) (b) of the statutes is amended to read:

180.0401 (2) (b) The corporate name of a corporation is not distinguishable from a name referred to in par. (a) 1. to 8. 9. 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) (a) 1. or of the words “limited partnership", “limited liability partnership", “cooperative" or “limited liability company" or an abbreviation of these words.

97,58 Section 58 . 180.0401 (3) (a) of the statutes is amended to read:

180.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant.

97,59 Section 59 . 180.0401 (3) (a) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

180.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

97,60 Section 60 . 180.1506 (2) (a) 9. of the statutes is created to read:

180.1506 (2) (a) 9. The name of a limited liability partnership formed under the laws of, or registered in, this state.

97,61 Section 61 . 180.1506 (2) (b) of the statutes is amended to read:

180.1506 (2) (b) The corporate name of a foreign corporation is not distinguishable from a name referred to in par. (a) 1. to 8. 9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in s. 180.0401 (1) (a) 1. or of the words “limited partnership", “limited liability partnership", “ cooperative" or “limited liability company" or an abbreviation of these words.

97,62 Section 62 . 180.1506 (3) (a) of the statutes is amended to read:

180.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant.

97,63 Section 63 . 180.1506 (3) (a) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

180.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

97,64 Section 64 . 181.06 (3) (intro.) of the statutes is amended to read:

181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name of any corporation, limited liability company, limited liability partnership or limited partnership existing under any law of this state, or any foreign corporation, foreign limited liability company, foreign limited liability partnership or foreign limited partnership authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the manner provided in this chapter or reserved or registered in the manner provided in ch. 180, except that this subsection shall not apply if the applicant files with the secretary of state either of the following:

97,65 Section 65 . 181.06 (3) (intro.) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

181.06 (3) (intro.) Shall not be the same as or deceptively similar to the name of any corporation, limited liability company, limited liability partnership or limited partnership existing under any law of this state, or any foreign corporation, foreign limited liability company, foreign limited liability partnership or foreign limited partnership authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the manner provided in this chapter or reserved or registered in the manner provided in ch. 180, except that this subsection shall not apply if the applicant files with the department either of the following:

97,66 Section 66 . 182.01 (3) (intro.) of the statutes, as affected by 1995 Wisconsin Act 27, is amended to read:

182.01 (3) (intro.) No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or 187; no registration statement, amendment of a registration statement, or written notice of withdrawal under s. 178.40; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: “This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:

97,67 Section 67 . 183.0102 (18) of the statutes is amended to read:

183.0102 (18) “Person" includes an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

97,68 Section 68 . 183.0103 (2) (a) of the statutes is amended to read:

183.0103 (2) (a) The name of any other limited liability company, a corporation, a nonstock corporation, a limited partnership, a limited liability partnership or a cooperative association existing under the laws of this state.

97,69 Section 69 . 183.0103 (2) (b) of the statutes is amended to read:

183.0103 (2) (b) The name of any foreign limited liability company, foreign corporation, foreign nonstock corporation, foreign limited partnership, foreign limited liability partnership or foreign cooperative association, or the designated, registered or fictitious name under which any such entity is licensed to transact business in this state.

97,70 Section 70 . 183.0103 (3) of the statutes is amended to read:

183.0103 (3) The name of a limited liability company is not distinguishable from a name referred to in sub. (2) (a) to (c) 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 of the words “corporation", “incorporated", “limited", “company", “limited partnership" , “limited liability partnership" or “cooperative" or an abbreviation of these words.

97,71 Section 71 . 183.0103 (4) (a) of the statutes is amended to read:

183.0103 (4) (a) The other limited liability company, corporation, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant.

97,72 Section 72 . 183.0103 (4) (a) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

183.0103 (4) (a) The other limited liability company, corporation, nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

97,73 Section 73 . 183.1002 (3) (d) of the statutes is created to read:

183.1002 (3) (d) The foreign limited liability partnership is a limited partner of a limited partnership that is transacting business in this state.