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.
AB498-ASA1,24,1514
(b) Relate to the correctness or incorrectness of information contained in the
15document.
AB498-ASA1,24,1716
(c) Create a presumption that the document is valid or invalid or that
17information contained in the document is correct or incorrect.
AB498-ASA1, s. 52
18Section
52. 178.51 (title), (1), (2), (3) and (4) (intro.) of the statutes, as created
19by 1995 Wisconsin Act .... (this act), are amended to read:
AB498-ASA1,25,2
20178.51 (title)
Filing duty of the secretary of state department. (1) Upon
21receipt of a document by the
office of the secretary of state department for filing, the
22secretary of state department shall stamp or otherwise endorse the date and time of
23receipt on the original document copy and, upon request, any additional document
24copy received. The
secretary of state department shall return any additional
1document copy to the person delivering it, as confirmation of the date and time of
2receipt.
AB498-ASA1,25,8
3(2) (a) Except as provided in par. (b), if a document satisfies s. 178.46, the
4secretary of state department shall file the document by stamping or otherwise
5endorsing "Filed"
, together with the secretary's title, on both the original and the
6document copy. After filing a document, the
secretary of state department shall
7deliver the document copy to the registered limited liability partnership or to the
8foreign registered limited liability partnership or to its representative.
AB498-ASA1,25,129
(b) If a registered limited liability partnership or foreign registered limited
10liability partnership is in default in the payment of any fee required under s. 178.48,
11the
secretary of state department shall refuse to file any document relating to the
12partnership until all delinquent fees are paid.
AB498-ASA1,25,17
13(3) (a) If the
secretary of state
department refuses to file a document, the
14secretary of state department shall return it to the partnership, or to its
15representative, within 5 business days after the document is received by the office
16of the
secretary of state department for filing, together with a brief written
17explanation of the reason for the
secretary of state's
department's refusal.
AB498-ASA1,25,1918
(b) The
secretary of state's department's failure to either file or return a
19document within 5 business days after it was received constitutes a refusal to file.
AB498-ASA1,26,220
(c) If a document that has been refused for filing by the
secretary of state 21department is resubmitted for filing by the
secretary of state department, the
22effective date of the document under s. 178.49 is the date that the resubmitted
23document is received by the
secretary of state department for filing or a delayed
24effective date specified in the resubmitted document in accordance with s. 178.49 (2).
1The effective time of the resubmitted document shall be determined under s. 178.49
2(1) or (2), whichever is applicable.
AB498-ASA1,26,5
3(4) (intro.) Except as provided in s. 178.41 (1), the
secretary of state's 4department's filing of a document or refusal to file a document does not do any of the
5following:
AB498-ASA1,26,13
7178.52 Appeal from secretary of state's refusal to file document. (1) If
8the secretary of state refuses to file a document received for filing, the partnership
9may appeal the refusal by filing a petition in circuit court to compel the secretary of
10state to file the document. The partnership shall file the petition in the circuit court
11for the county where the partnership's principal office or, if none in this state, its
12registered office is located. The partnership shall attach to the petition the document
13and any explanation by the secretary of state of the reasons for the refusal to file.
AB498-ASA1,26,18
14(2) The partnership shall file the petition under sub. (1) within 30 days after
15the secretary of state returns the document under s. 178.51 (3) (a). If the secretary
16of state does not return the document within the period specified in s. 178.51 (3) (b),
17the partnership shall file the petition within 30 days after the period specified in s.
18178.51 (3) (b) expires.
AB498-ASA1,26,21
19(3) The court may summarily order the secretary of state to file the document
20or take other action that the court considers appropriate. The court's final decision
21may be appealed as in other civil proceedings.
AB498-ASA1,26,24
22(4) If the court orders the secretary of state to file the document under sub. (3),
23the effective date of the document shall be the date on which it was received by the
24secretary of state or a delayed effective date, if specified under s. 178.49 (2).
AB498-ASA1, s. 54
1Section
54. 178.52 of the statutes, as created by 1995 Wisconsin Act .... (this
2act), is amended to read:
AB498-ASA1,27,10
3178.52 (title)
Appeal from secretary of state's department's refusal to
4file document. (1) If the
secretary of state department refuses to file a document
5received for filing, the partnership may appeal the refusal by filing a petition in
6circuit court to compel the
secretary of state department to file the document. The
7partnership shall file the petition in the circuit court for the county where the
8partnership's principal office or, if none in this state, its registered office is located.
9The partnership shall attach to the petition the document and any explanation by
10the
secretary of state department of the reasons for the refusal to file.
AB498-ASA1,27,15
11(2) The partnership shall file the petition under sub. (1) within 30 days after
12the
secretary of state department returns the document under s. 178.51 (3) (a). If the
13secretary of state department does not return the document within the period
14specified in s. 178.51 (3) (b), the partnership shall file the petition within 30 days
15after the period specified in s. 178.51 (3) (b) expires.
AB498-ASA1,27,18
16(3) The court may summarily order the
secretary of state department to file the
17document or take other action that the court considers appropriate. The court's final
18decision may be appealed as in other civil proceedings.
AB498-ASA1,27,22
19(4) If the court orders the
secretary of state department to file the document
20under sub. (3), the effective date of the document shall be the date on which it was
21received by the
secretary of state department or a delayed effective date, if specified
22under s. 178.49 (2).
AB498-ASA1,28,5
24178.53 Applicability to foreign and interstate commerce. A partnership,
25including a registered limited liability partnership, formed pursuant to an
1agreement governed by this chapter, may conduct its business, carry on its
2operations and govern its internal affairs in accordance with this chapter, and may
3exercise the powers and enjoy the limitations on partner liability granted under this
4chapter, in any state, territory, district or possession of the United States or in any
5foreign country.
AB498-ASA1, s. 56
6Section
56. 180.0401 (2) (a) 9. of the statutes is created to read:
AB498-ASA1,28,87
180.0401
(2) (a) 9. The name of a limited liability partnership formed under the
8laws of, or registered in, this state.
AB498-ASA1,28,1410
180.0401
(2) (b) The corporate name of a corporation is not distinguishable
11from a name referred to in par. (a) 1. to
8. 9. if the only difference between it and the
12other name is the inclusion or absence of a word or words referred to in sub. (1) (a)
131. or of the words "limited partnership",
"limited liability partnership", "cooperative"
14or "limited liability company" or an abbreviation of these words.
AB498-ASA1,28,2116
180.0401
(3) (a) The other corporation or the foreign corporation, limited
17liability company, nonstock corporation, limited partnership
, limited liability
18partnership or cooperative association consents to the use in writing and submits an
19undertaking in a form satisfactory to the secretary of state to change its name to a
20name that is distinguishable upon the records of the secretary of state from the name
21of the applicant.
AB498-ASA1, s. 59
22Section
59. 180.0401 (3) (a) of the statutes, as affected by 1995 Wisconsin Acts
2327 and .... (this act), is repealed and recreated to read:
AB498-ASA1,29,424
180.0401
(3) (a) The other corporation or the foreign corporation, limited
25liability company, nonstock corporation, limited partnership, limited liability
1partnership or cooperative association consents to the use in writing and submits an
2undertaking in a form satisfactory to the department to change its name to a name
3that is distinguishable upon the records of the department from the name of the
4applicant.
AB498-ASA1, s. 60
5Section
60. 180.1506 (2) (a) 9. of the statutes is created to read:
AB498-ASA1,29,76
180.1506
(2) (a) 9. The name of a limited liability partnership formed under the
7laws of, or registered in, this state.