AB498-ASA1,15,1917
1. All fees that would have been imposed under this chapter upon the foreign
18registered limited liability partnership had it applied for and received a certificate
19of authority.
AB498-ASA1,15,2020
2. Fifty percent of the amount under subd. 1. or $5,000, whichever is less.
AB498-ASA1,15,2521
(f) The foreign registered limited liability partnership shall pay the amount
22owed under par. (e) to the secretary of state. The secretary of state may not issue a
23certificate of authority to the foreign registered limited liability partnership until the
24amount owed is paid. The attorney general may enforce a foreign registered limited
25liability partnership's obligation to pay any amount owed under par. (e).
AB498-ASA1,16,4
1(g) A partner of a foreign registered limited liability partnership is not liable
2for the debts and obligations of the foreign registered limited liability partnership
3solely because the foreign registered limited liability partnership transacted
4business in this state without a certificate of authority.
AB498-ASA1, s. 29
5Section
29. 178.45 (1) (b) of the statutes, as created by 1995 Wisconsin Act ....
6(this act), is amended to read:
AB498-ASA1,16,87
178.45
(1) (b) Obtain a certificate of authority from the
secretary of state 8department by filing a registration statement under s. 178.40.
AB498-ASA1, s. 30
9Section
30. 178.45 (4) (f) of the statutes, as created by 1995 Wisconsin Act ....
10(this act), is amended to read:
AB498-ASA1,16,1611
178.45
(4) (f) The foreign registered limited liability partnership shall pay the
12amount owed under par. (e) to the
secretary of state
department. The
secretary of
13state department may not issue a certificate of authority to the foreign registered
14limited liability partnership until the amount owed is paid. The attorney general
15may enforce a foreign registered limited liability partnership's obligation to pay any
16amount owed under par. (e).
AB498-ASA1,16,20
18178.46 Filing requirements. (1) Except as provided in sub. (4), a document
19required or permitted to be filed under s. 178.40 or 178.50 in the office of the secretary
20of state shall satisfy all of the following requirements:
AB498-ASA1,16,2221
(a) Contain the information required by this chapter, although it may also
22contain other information.
AB498-ASA1,16,2423
(b) Be in the English language, except that a partnership name need not be in
24English if it is written in English letters or Arabic or Roman numerals.
AB498-ASA1,16,2525
(c) Contain the name of the drafter, if required by s. 14.38 (14).
AB498-ASA1,17,1
1(d) Be executed in accordance with sub. (3).
AB498-ASA1,17,32
(e) Be on the form prescribed by the secretary of state if the document is
3described in s. 178.47.
AB498-ASA1,17,54
(f) Be delivered to the office of the secretary of state for filing and be
5accompanied by one exact or conformed copy and the filing fee required by s. 178.48.
AB498-ASA1,17,8
6(2) The secretary of state shall file photocopies or other reproduced copies of
7typewritten or printed documents if the copies satisfy sub. (1) and are originally
8executed to satisfy sub. (3).
AB498-ASA1,17,11
9(3) (a) The documents described in s. 178.40 or 178.50 shall be executed by one
10or more partners authorized by the partnership or as otherwise provided in the
11partnership agreement.
AB498-ASA1,17,1312
(b) The person executing a document shall sign it and, beneath or opposite the
13signature, type or legibly print his or her name.
AB498-ASA1,17,16
14(4) The secretary of state may waive any of the requirements of subs. (1) to (3)
15if it appears from the face of the document that the document's failure to satisfy the
16requirement is immaterial.
AB498-ASA1, s. 32
17Section
32. 178.46 (1) (intro.) of the statutes, as created by 1995 Wisconsin Act
18.... (this act), is amended to read:
AB498-ASA1,17,2119
178.46
(1) (intro.) Except as provided in sub. (4), a document required or
20permitted to be filed under s. 178.40 or 178.50 in the office of the
secretary of state 21department shall satisfy all of the following requirements:
AB498-ASA1, s. 33
22Section
33. 178.46 (1) (e) of the statutes, as created by 1995 Wisconsin Act ....
23(this act), is amended to read:
AB498-ASA1,17,2524
178.46
(1) (e) Be on the form prescribed by the
secretary of state department 25if the document is described in s. 178.47.
AB498-ASA1, s. 34
1Section
34. 178.46 (1) (f) of the statutes, as created by 1995 Wisconsin Act ....
2(this act), is amended to read:
AB498-ASA1,18,53
178.46
(1) (f) Be delivered to the
office of the secretary of state department for
4filing and be accompanied by one exact or conformed copy and the filing fee required
5by s. 178.48.
AB498-ASA1, s. 35
6Section
35. 178.46 (2) of the statutes, as created by 1995 Wisconsin Act .... (this
7act), is amended to read:
AB498-ASA1,18,108
178.46
(2) The
secretary of state
department shall file photocopies or other
9reproduced copies of typewritten or printed documents if the copies satisfy sub. (1)
10and are originally executed to satisfy sub. (3).
AB498-ASA1, s. 36
11Section
36. 178.46 (4) of the statutes, as created by 1995 Wisconsin Act .... (this
12act), is amended to read:
AB498-ASA1,18,1513
178.46
(4) The
secretary of state
department may waive any of the
14requirements of subs. (1) to (3) if it appears from the face of the document that the
15document's failure to satisfy the requirement is immaterial.
AB498-ASA1,18,18
17178.47 Forms. (1) (a) The secretary of state shall prescribe and furnish on
18request forms for all of the following documents:
AB498-ASA1,18,1919
1. A registration statement under s. 178.40 (1).
AB498-ASA1,18,2020
2. An amended registration statement under s. 178.40 (2).
AB498-ASA1,18,2121
3. A notice of withdrawal under s. 178.40 (3).
AB498-ASA1,18,2422
(b) The forms prescribed by the secretary of state under par. (a) 1., 2. and 3.
23shall require disclosure of only the information required under s. 178.40 (1), (2) and
24(3), respectively.
AB498-ASA1,18,2525
(c) The use of a form prescribed under par. (a) is mandatory.
AB498-ASA1,19,3
1(2) The secretary of state may prescribe and furnish on request forms for other
2documents required or permitted to be filed with the secretary's office under this
3chapter, but use of these forms is not mandatory.
AB498-ASA1, s. 38
4Section
38. 178.47 (1) (a) (intro.) of the statutes, as created by 1995 Wisconsin
5Act .... (this act), is amended to read:
AB498-ASA1,19,76
178.47
(1) (a) (intro.) The
secretary of state department shall prescribe and
7furnish on request forms for all of the following documents:
AB498-ASA1, s. 39
8Section
39. 178.47 (1) (b) of the statutes, as created by 1995 Wisconsin Act ....
9(this act), is amended to read:
AB498-ASA1,19,1210
178.47
(1) (b) The forms prescribed by the
secretary of state department under
11par. (a) 1., 2. and 3. shall require disclosure of only the information required under
12s. 178.40 (1), (2) and (3), respectively.
AB498-ASA1, s. 40
13Section
40. 178.47 (2) of the statutes, as created by 1995 Wisconsin Act .... (this
14act), is amended to read:
AB498-ASA1,19,1815
178.47
(2) The
secretary of state
department may prescribe and furnish on
16request forms for other documents required or permitted to be filed with the
17secretary's office department under this chapter, but use of these forms is not
18mandatory.
AB498-ASA1,19,22
20178.48 Filing and service fees. (1) The secretary of state shall collect the
21following fees when the documents described under this subsection are delivered to
22the secretary of state for filing:
AB498-ASA1,19,2323
(a) Registration statement, $100.
AB498-ASA1,19,2424
(b) Amendment of registration statement, $40.
AB498-ASA1,19,2525
(c) Termination of registration, $40.
AB498-ASA1,20,1
1(d) Articles of correction, $40.
AB498-ASA1,20,3
2(2) The secretary of state shall collect a $10 fee each time process is served on
3the secretary of state under this chapter.
AB498-ASA1,20,6
4(3) In addition to the fees required under sub. (1), the secretary of state shall
5collect $25 for processing in an expeditious manner a document required or
6permitted to be filed with the secretary of state under this chapter.
AB498-ASA1, s. 42
7Section
42. 178.48 (1) (intro.) of the statutes, as created by 1995 Wisconsin Act
8.... (this act), is amended to read:
AB498-ASA1,20,119
178.48
(1) (intro.) The
secretary of state department shall collect the following
10fees when the documents described under this subsection are delivered to the
11secretary of state department for filing:
AB498-ASA1, s. 43
12Section
43. 178.48 (2) of the statutes, as created by 1995 Wisconsin Act .... (this
13act), is amended to read:
AB498-ASA1,20,1514
178.48
(2) The
secretary of state
department shall collect a $10 fee each time
15process is served on the
secretary of state department under this chapter.
AB498-ASA1, s. 44
16Section
44. 178.48 (3) of the statutes, as created by 1995 Wisconsin Act .... (this
17act), is amended to read:
AB498-ASA1,20,2118
178.48
(3) In addition to the fees required under sub. (1), the
secretary of state 19department shall collect $25 for processing in an expeditious manner a document
20required or permitted to be filed with the
secretary of state department under this
21chapter.
AB498-ASA1,21,2
23178.49 Effective date and time of document. (1) (a) Except as provided
24in 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-ASA1,21,33
1. The time of day specified in the document as its effective time.
AB498-ASA1,21,44
2. If no effective time is specified, at the close of business.
AB498-ASA1,21,65
(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-ASA1,21,12
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-ASA1, s. 46
13Section
46. 178.49 (1) (a) (intro.) of the statutes, as created by 1995 Wisconsin
14Act .... (this act), is amended to read:
AB498-ASA1,21,1715
178.49
(1) (a) (intro.) Except as provided in sub. (2), a document filed under this
16chapter is effective on the date that it is received by the
office of the secretary of state 17department for filing and at any of the following times on that date:
AB498-ASA1, s. 47
18Section
47. 178.49 (1) (b) of the statutes, as created by 1995 Wisconsin Act ....
19(this act), is amended to read:
AB498-ASA1,21,2220
178.49
(1) (b) The date that a document is received by the
office of the secretary
21of state department is determined by the
secretary of state's department's 22endorsement on the original document.
AB498-ASA1,22,4
24178.50 Correcting filed document. (1) A registered limited liability
25partnership or foreign registered limited liability partnership holding a certificate
1of authority under s. 178.40 may correct a document that was filed with the secretary
2of state if the document contains a statement that was incorrect at the time of filing
3or was defectively executed, including defects in any attestation, seal, verification or
4acknowledgment.
AB498-ASA1,22,8
5(2) To correct a document under sub. (1), a registered limited liability
6partnership or a foreign registered limited liability partnership holding a certificate
7of authority under s. 178.40 shall file with the secretary of state articles of correction
8that include all of the following:
AB498-ASA1,22,109
(a) A description of the document, including its filing date, or a copy of the
10document.
AB498-ASA1,22,1211
(b) An identification of the incorrect statement and the reason that it is
12incorrect, or the manner in which the execution was defective, whichever applies.
AB498-ASA1,22,1313
(c) The corrected statement or execution.
AB498-ASA1,22,15
14(3) (a) Except as provided in par. (b), articles of correction are effective on the
15effective date of the document that they correct.
AB498-ASA1,22,1716
(b) With respect to a person relying on the uncorrected document and adversely
17affected by the correction, the articles of correction are effective when filed.
AB498-ASA1, s. 49
18Section
49. 178.50 (1) of the statutes, as created by 1995 Wisconsin Act .... (this
19act), is amended to read:
AB498-ASA1,22,2520
178.50
(1) A registered limited liability partnership or foreign registered
21limited liability partnership holding a certificate of authority under s. 178.40 may
22correct a document that was filed with the
secretary of state department if the
23document contains a statement that was incorrect at the time of filing or was
24defectively executed, including defects in any attestation, seal, verification or
25acknowledgment.
AB498-ASA1, s. 50
1Section
50. 178.50 (2) (intro.) of the statutes, as created by 1995 Wisconsin
2Act .... (this act), is amended to read:
AB498-ASA1,23,63
178.50
(2) (intro.) To correct a document under sub. (1), a registered limited
4liability partnership or a foreign registered limited liability partnership holding a
5certificate of authority under s. 178.40 shall file with the
secretary of state 6department articles of correction that include all of the following:
AB498-ASA1,23,13
8178.51 Filing duty of the secretary of state. (1) Upon receipt of a document
9by the office of the secretary of state for filing, the secretary of state shall stamp or
10otherwise endorse the date and time of receipt on the original document copy and,
11upon request, any additional document copy received. The secretary of state shall
12return any additional document copy to the person delivering it, as confirmation of
13the date and time of receipt.
AB498-ASA1,23,19
14(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the
15secretary of state shall file the document by stamping or otherwise endorsing "Filed",
16together with the secretary's title, on both the original and the document copy. After
17filing a document, the secretary of state shall deliver the document copy to the
18registered limited liability partnership or to the foreign registered limited liability
19partnership or to its representative.
AB498-ASA1,23,2320
(b) If a registered limited liability partnership or foreign registered limited
21liability partnership is in default in the payment of any fee required under s. 178.48,
22the secretary of state shall refuse to file any document relating to the partnership
23until all delinquent fees are paid.
AB498-ASA1,24,2
24(3) (a) If the secretary of state refuses to file a document, the secretary of state
25shall return it to the partnership, or to its representative, within 5 business days
1after the document is received by the office of the secretary of state for filing, together
2with a brief written explanation of the reason for the secretary of state's refusal.
AB498-ASA1,24,43
(b) The secretary of state's failure to either file or return a document within 5
4business days after it was received constitutes a refusal to file.
AB498-ASA1,24,105
(c) If a document that has been refused for filing by the secretary of state is
6resubmitted for filing by the secretary of state, the effective date of the document
7under s. 178.49 is the date that the resubmitted document is received by the
8secretary of state for filing or a delayed effective date specified in the resubmitted
9document in accordance with s. 178.49 (2). The effective time of the resubmitted
10document shall be determined under s. 178.49 (1) or (2), whichever is applicable.
AB498-ASA1,24,12
11(4) Except as provided in s. 178.41 (1), the secretary of state's filing of a
12document or refusal to file a document does not do any of the following:
AB498-ASA1,24,1313
(a) Affect the validity or invalidity of the document in whole or part.